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) March
30, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as
company under a Pooling and Servicing Agreement dated as
of March 1, 1995 providing for, inter alia, the issuance
of Mortgage Pass-Through Certificates, Series 1995-S1)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other (Commission (I.R.S. employer
jurisdiction file number) identification no.)
of incorporation)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN
55437
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code (612)
832-7000
(Former name or former address, if changed since last
report)
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Pooling and Servicing Agreement, dated as
of March 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as company, Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Jill M. Davis
Name: Jill M. Davis
Title: Vice President
Dated: March 30, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . .-3-
Accretion Directed Certificates. . . . . .-3-
Accretion Directed Companion
Certificates. . . . . . . . . . . . .-3-
Accretion Termination Date . . . . . . . .-3-
Accrual Distribution Amount. . . . . . . .-3-
Accrued Certificate Interest . . . . . . .-3-
Adjusted Mortgage Rate . . . . . . . . . .-4-
Adjusted Senior Principal Distribution
Amount. . . . . . . . . . . . . . . .-4-
Advance. . . . . . . . . . . . . . . . . .-4-
Affiliate. . . . . . . . . . . . . . . . .-5-
Agreement. . . . . . . . . . . . . . . . .-5-
Amount Held for Future Distribution. . . .-5-
Appraised Value. . . . . . . . . . . . . .-5-
Assignment . . . . . . . . . . . . . . . .-5-
Assignment Agreement . . . . . . . . . . .-5-
Assignment of Proprietary Lease. . . . . .-6-
Available Distribution Amount. . . . . . .-6-
Bankruptcy Amount. . . . . . . . . . . . .-6-
Bankruptcy Code. . . . . . . . . . . . . .-7-
Bankruptcy Loss. . . . . . . . . . . . . .-7-
Book-Entry Certificate . . . . . . . . . .-7-
Business Day . . . . . . . . . . . . . . .-7-
Buydown Funds. . . . . . . . . . . . . . .-7-
Buydown Mortgage Loan. . . . . . . . . . .-8-
Cash Liquidation . . . . . . . . . . . . .-8-
Certificate. . . . . . . . . . . . . . . .-8-
Certificate Account. . . . . . . . . . . .-8-
Certificate Account Deposit Date . . . . .-8-
Certificateholder or Holder. . . . . . . .-8-
Certificate Owner. . . . . . . . . . . . .-8-
Certificate Principal Balance. . . . . . .-9-
Certificate Register and Certificate
Registrar . . . . . . . . . . . . . -10-
Class. . . . . . . . . . . . . . . . . . -10-
Class A Certificate. . . . . . . . . . . -10-
Class A-7 Component A. . . . . . . . . . -10-
Class A-7 Component B. . . . . . . . . . -10-
Class A-7 Component C. . . . . . . . . . -10-
Class A-7 Component D. . . . . . . . . . -11-
Class A-7 Component E. . . . . . . . . . -11-
Class A-7 Component E Collection
Shortfall . . . . . . . . . . . . . -11-
Class A-7 Component E Principal
Distribution Amount . . . . . . . . -11-
Class A-7 Component F. . . . . . . . . . -11-
Class A-7 Component G. . . . . . . . . . -11-
Class B Certificate. . . . . . . . . . . -11-
Class B Percentage . . . . . . . . . . . -12-
Class B-1 Percentage . . . . . . . . . . -12-
Class B-1 Prepayment Distribution
Trigger . . . . . . . . . . . . . . -12-
Class B-2 Percentage . . . . . . . . . . -12-
Class B-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . -12-
Class B-3 Percentage . . . . . . . . . . -12-
Class B-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . -12-
Class B-4 Percentage . . . . . . . . . . -13-
Class B-4 Prepayment Distribution
Trigger . . . . . . . . . . . . . . -13-
Class M Certificate. . . . . . . . . . . -13-
Class M Percentage . . . . . . . . . . . -13-
Class M-1 Percentage . . . . . . . . . . -13-
Class M-2 Percentage . . . . . . . . . . -13-
Class M-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . -13-
Class M-3 Percentage . . . . . . . . . . -14-
Class M-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . -14-
Class R Certificate. . . . . . . . . . . -14-
Class R-I Certificate. . . . . . . . . . -14-
Class R-II Certificate . . . . . . . . . -14-
Closing Date . . . . . . . . . . . . . . -14-
Code . . . . . . . . . . . . . . . . . . -14-
Compensating Interest. . . . . . . . . . -14-
Component. . . . . . . . . . . . . . . . -15-
Cooperative. . . . . . . . . . . . . . . -15-
Cooperative Apartment. . . . . . . . . . -15-
Cooperative Lease. . . . . . . . . . . . -15-
Cooperative Loans. . . . . . . . . . . . -15-
Cooperative Stock. . . . . . . . . . . . -15-
Cooperative Stock Certificate. . . . . . -15-
Corporate Trust Office . . . . . . . . . -15-
Credit Support Depletion Date. . . . . . -16-
Curtailment. . . . . . . . . . . . . . . -16-
Custodial Account. . . . . . . . . . . . -16-
Custodial Agreement. . . . . . . . . . . -16-
Custodian. . . . . . . . . . . . . . . . -16-
Cut-off Date . . . . . . . . . . . . . . -16-
Cut-off Date Principal Balance . . . . . -16-
Debt Service Reduction . . . . . . . . . -16-
Deficient Valuation. . . . . . . . . . . -16-
Definitive Certificate . . . . . . . . . -16-
Deleted Mortgage Loan. . . . . . . . . . -16-
Depository . . . . . . . . . . . . . . . -17-
Depository Participant . . . . . . . . . -17-
Destroyed Mortgage Note. . . . . . . . . -17-
Determination Date . . . . . . . . . . . -17-
Discount Fraction. . . . . . . . . . . . -17-
Discount Mortgage Loan . . . . . . . . . -17-
Disqualified Organization. . . . . . . . -17-
Distribution Date. . . . . . . . . . . . -18-
Due Date . . . . . . . . . . . . . . . . -18-
Due Period . . . . . . . . . . . . . . . -18-
Eligible Account . . . . . . . . . . . . -18-
Eligible Funds . . . . . . . . . . . . . -19-
Event of Default . . . . . . . . . . . . -19-
Excess Bankruptcy Loss . . . . . . . . . -19-
Excess Fraud Loss. . . . . . . . . . . . -19-
Excess Special Hazard Loss . . . . . . . -19-
Excess Subordinate Principal Amount. . . -19-
Extraordinary Events . . . . . . . . . . -19-
Extraordinary Losses . . . . . . . . . . -20-
FDIC . . . . . . . . . . . . . . . . . . -20-
FHLMC. . . . . . . . . . . . . . . . . . -20-
Final Distribution Date. . . . . . . . . -20-
Fitch. . . . . . . . . . . . . . . . . . -20-
FNMA . . . . . . . . . . . . . . . . . . -20-
Foreclosure Profits. . . . . . . . . . . -21-
Fraud Loss Amount. . . . . . . . . . . . -21-
Fraud Losses . . . . . . . . . . . . . . -21-
Independent. . . . . . . . . . . . . . . -21-
Initial Certificate Principal Balance. . -22-
Insurance Proceeds . . . . . . . . . . . -22-
Insurer. . . . . . . . . . . . . . . . . -22-
Late Collections . . . . . . . . . . . . -22-
Liquidation Proceeds . . . . . . . . . . -22-
Loan-to-Value Ratio. . . . . . . . . . . -22-
Maturity Date. . . . . . . . . . . . . . -22-
Monthly Payment. . . . . . . . . . . . . -23-
Moody's. . . . . . . . . . . . . . . . . -23-
Mortgage . . . . . . . . . . . . . . . . -23-
Mortgage File. . . . . . . . . . . . . . -23-
Mortgage Loan Schedule . . . . . . . . . -23-
Mortgage Loans . . . . . . . . . . . . . -24-
Mortgage Note. . . . . . . . . . . . . . -24-
Mortgage Rate. . . . . . . . . . . . . . -24-
Mortgaged Property . . . . . . . . . . . -24-
Mortgagor. . . . . . . . . . . . . . . . -24-
Net Mortgage Rate. . . . . . . . . . . . -24-
Non-Discount Mortgage Loan . . . . . . . -24-
Non-Primary Residence Loans. . . . . . . -25-
Non-United States Person . . . . . . . . -25-
Nonrecoverable Advance . . . . . . . . . -25-
Nonsubserviced Mortgage Loan . . . . . . -25-
Notional Amount. . . . . . . . . . . . . -25-
Officers' Certificate. . . . . . . . . . -25-
Opinion of Counsel . . . . . . . . . . . -25-
Original Senior Percentage . . . . . . . -25-
Outstanding Mortgage Loan. . . . . . . . -26-
Ownership Interest . . . . . . . . . . . -26-
PAC Certificate. . . . . . . . . . . . . -26-
PAC I Certificate. . . . . . . . . . . . -26-
PAC I Component. . . . . . . . . . . . . -26-
PAC I Principal Amount . . . . . . . . . -26-
PAC II Certificate . . . . . . . . . . . -26-
PAC II Component . . . . . . . . . . . . -26-
PAC II Principal Amount. . . . . . . . . -26-
Pass-Through Rate. . . . . . . . . . . . -26-
Paying Agent . . . . . . . . . . . . . . -27-
Percentage Interest. . . . . . . . . . . -27-
Permitted Investments. . . . . . . . . . -27-
Permitted Transferee . . . . . . . . . . -28-
Person . . . . . . . . . . . . . . . . . -28-
Planned Principal Balance. . . . . . . . -28-
Pool Stated Principal Balance. . . . . . -29-
Pool Strip Rate. . . . . . . . . . . . . -29-
Prepayment Assumption. . . . . . . . . . -29-
Prepayment Distribution Percentage . . . -29-
Prepayment Distribution Trigger. . . . . -30-
Prepayment Period. . . . . . . . . . . . -31-
Primary Insurance Policy . . . . . . . . -31-
Principal Only Component . . . . . . . . -31-
Principal Prepayment . . . . . . . . . . -31-
Principal Prepayment in Full . . . . . . -31-
Program Guide. . . . . . . . . . . . . . -31-
Purchase Price . . . . . . . . . . . . . -31-
Qualified Substitute Mortgage Loan . . . -31-
Rating Agency. . . . . . . . . . . . . . -32-
Realized Loss. . . . . . . . . . . . . . -32-
Record Date. . . . . . . . . . . . . . . -33-
Regular Certificate. . . . . . . . . . . -33-
REMIC. . . . . . . . . . . . . . . . . . -33-
REMIC I. . . . . . . . . . . . . . . . . -33-
REMIC I Certificates . . . . . . . . . . -34-
REMIC II . . . . . . . . . . . . . . . . -34-
REMIC II Certificates. . . . . . . . . . -34-
REMIC Provisions . . . . . . . . . . . . -34-
REO Acquisition. . . . . . . . . . . . . -34-
REO Disposition. . . . . . . . . . . . . -34-
REO Imputed Interest . . . . . . . . . . -34-
REO Proceeds . . . . . . . . . . . . . . -34-
REO Property . . . . . . . . . . . . . . -34-
Request for Release. . . . . . . . . . . -35-
Required Insurance Policy. . . . . . . . -35-
Residential Funding. . . . . . . . . . . -35-
Responsible Officer. . . . . . . . . . . -35-
Schedule of Discount Fractions . . . . . -35-
Security Agreement . . . . . . . . . . . -35-
Seller . . . . . . . . . . . . . . . . . -35-
Seller's Agreement . . . . . . . . . . . -35-
Senior Accelerated Distribution
Percentage. . . . . . . . . . . . . -35-
Senior Percentage. . . . . . . . . . . . -37-
Senior Principal Distribution Amount . . -37-
Servicing Accounts . . . . . . . . . . . -37-
Servicing Advances . . . . . . . . . . . -37-
Servicing Fee. . . . . . . . . . . . . . -37-
Servicing Officer. . . . . . . . . . . . -37-
Special Hazard Amount. . . . . . . . . . -38-
Special Hazard Loss. . . . . . . . . . . -38-
Standard & Poor's. . . . . . . . . . . . -38-
Stated Principal Balance . . . . . . . . -38-
Subordinate Principal Distribution
Amount. . . . . . . . . . . . . . . -39-
Subserviced Mortgage Loan. . . . . . . . -39-
Subservicer. . . . . . . . . . . . . . . -39-
Subservicer Advance. . . . . . . . . . . -40-
Subservicing Account . . . . . . . . . . -40-
Subservicing Agreement . . . . . . . . . -40-
Subservicing Fee . . . . . . . . . . . . -40-
TAC Principal Amount . . . . . . . . . . -40-
TAC Principal Component. . . . . . . . . -40-
Targeted Principal Balances. . . . . . . -40-
Tax Returns. . . . . . . . . . . . . . . -40-
Transfer . . . . . . . . . . . . . . . . -40-
Transferee . . . . . . . . . . . . . . . -40-
Transferor . . . . . . . . . . . . . . . -40-
Trust Fund . . . . . . . . . . . . . . . -41-
Uncertificated Accrued Interest. . . . . -41-
Uncertificated Notional Amount . . . . . -41-
Uncertificated Pass-Through Rate . . . . -41-
Uncertificated Principal Balance . . . . -42-
Uncertificated REMIC I Regular Interest
V . . . . . . . . . . . . . . . . . -42-
Uncertificated REMIC I Regular Interest
W . . . . . . . . . . . . . . . . . -42-
Uncertificated REMIC I Regular Interest
X . . . . . . . . . . . . . . . . . -42-
Uncertificated REMIC I Regular Interest
Y . . . . . . . . . . . . . . . . . -42-
Uncertificated REMIC I Regular Interests
Z . . . . . . . . . . . . . . . . . -43-
Uncertificated REMIC I Regular Interest
Z Pool Strip Rate . . . . . . . . . -43-
Uncertificated REMIC I Regular
Interests . . . . . . . . . . . . . -43-
Uncertificated REMIC I Regular Interest
V Distribution Amount . . . . . . . -43-
Uncertificated REMIC I Regular Interest
W Distribution Amount . . . . . . . -43-
Uncertificated REMIC I Regular Interest
X Distribution Amount . . . . . . . -43-
Uncertificated REMIC I Regular Interest
Y Distribution Amount . . . . . . . -43-
Uncertificated REMIC I Regular Interests
Z Distribution Amounts. . . . . . . -43-
Uncertificated REMIC I Regular Interest
Distribution Amounts. . . . . . . . -44-
Uncertificated REMIC II Regular
Interests . . . . . . . . . . . . . -44-
Uncertificated REMIC II Regular
Interests Distribution Amounts. . . -44-
Uninsured Cause. . . . . . . . . . . . . -44-
United States Person . . . . . . . . . . -44-
Voting Rights. . . . . . . . . . . . . . -44-
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . -45-
Section 2.02. Acceptance by Trustee. . . . . -50-
Section 2.03. Representations, Warranties
and Covenants of the Master
Servicer
and the Company . . . . . -51-
Section 2.04. Representations and Warranties
of Sellers . . . . . . . . . . -56-
Section 2.05. Issuance of Certificates
Evidencing Interests in REMIC
I. . . . . . . . . . . . . . . -58-
Section 2.06. Conveyance of Uncertificated
REMIC I and REMIC II Regular
Interests; Acceptance by the
Trustee. . . . . . . . . . . . -59-
Section 2.07. Issuance of Certificates
Evidencing Interest in REMIC
II . . . . . . . . . . . . . . -59-
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as
Servicer . . . . . . . . . . . -61-
Section 3.02. Subservicing Agreements
Between Master Servicer and
Subservicers; Enforcement of
Subservicers' and Sellers'
Obligations. . . . . . . . . . -62-
Section 3.03. Successor Subservicers . . . . -63-
Section 3.04. Liability of the Master
Servicer . . . . . . . . . . . -64-
Section 3.05. No Contractual Relationship
Between Subservicer and
Trustee or Certificateholders. -64-
Section 3.06. Assumption or Termination of
Subservicing Agreements by
Trustee. . . . . . . . . . . . -64-
Section 3.07. Collection of Certain Mortgage
Loan Payments; Deposits to
Custodial Account. . . . . . . -65-
Section 3.08. Subservicing Accounts;
Servicing Accounts . . . . . . -67-
Section 3.09. Access to Certain
Documentation and Information
Regarding the Mortgage Loans . -69-
Section 3.10. Permitted Withdrawals from
the Custodial Account. . . . . -69-
Section 3.11. Maintenance of the Primary
Insurance Policies;
Collections Thereunder . . . . -71-
Section 3.12. Maintenance of Fire Insurance
and Omissions and Fidelity
Coverage . . . . . . . . . . . -72-
Section 3.13. Enforcement of Due-on-Sale
Clauses; Assumption and
Modification Agreements;
Certain Assignments. . . . . . -74-
Section 3.14. Realization Upon Defaulted
Mortgage Loans . . . . . . . . -76-
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files. . . -79-
Section 3.16. Servicing and Other
Compensation . . . . . . . . . -81-
Section 3.17. Reports to the Trustee
and the Company. . . . . . . . -82-
Section 3.18. Annual Statement as to
Compliance . . . . . . . . . . -82-
Section 3.19. Annual Independent Public
Accountants' Servicing Report. -82-
Section 3.20. Rights of the Company in
Respect of the Master
Servicer . . . . . . . . . . . -83-
Section 3.21. Administration of Buydown
Funds. . . . . . . . . . . . . -84-
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . -85-
Section 4.02. Distributions. . . . . . . . . -85-
Section 4.03. Statements to
Certificateholders . . . . . . -98-
Section 4.04. Distribution of Reports to the
Trustee and the Company;
Advances by the Master
Servicer . . . . . . . . . . .-100-
Section 4.05. Allocation of Realized Losses.-102-
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged
Property . . . . . . . . . . .-104-
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . . .-104-
Section 4.08. Distributions on the
Uncertificated REMIC I
and REMIC II Regular
Interests
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . .-107-
Section 5.02. Registration of Transfer
and Exchange of Certificates .-109-
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates . . . .-115-
Section 5.04. Persons Deemed Owners. . . . .-115-
Section 5.05. Appointment of Paying Agent. .-116-
Section 5.06. Optional Purchase of
Certificates . . . . . . . . .-116-
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master
Servicer . . . . . . . . . . .-119-
Section 6.02. Merger or Consolidation of the
Company or the Master
Servicer; Assignment of Rights
and Delegation of Duties by
Master Servicer. . . . . . . .-119-
Section 6.03. Limitation on Liability of the
Company, the Master Servicer
and Others . . . . . . . . . .-120-
Section 6.04. Company and Master
Servicer Not to Resign . . . .-121-
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . .-122-
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . .-124-
Section 7.03. Notification to
Certificateholders . . . . . .-125-
Section 7.04. Waiver of Events of Default. .-125-
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . .-127-
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . .-129-
Section 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans. . . . . . . . . . . . .-130-
Section 8.04. Trustee May Own Certificates .-131-
Section 8.05. Master Servicer to Pay
Trustee's Fees and Expenses;
Indemnification. . . . . . . .-131-
Section 8.06. Eligibility Requirements for
Trustee. . . . . . . . . . . .-132-
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . .-132-
Section 8.08. Successor Trustee. . . . . . .-134-
Section 8.09. Merger or Consolidation of
Trustee. . . . . . . . . . . .-134-
Section 8.10. Appointment of Co-Trustee
or Separate Trustee. . . . . .-135-
Section 8.11. Appointment of Custodians. . .-136-
Section 8.12. Appointment of Office or
Agency . . . . . . . . . . . .-136-
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by
the Master Servicer or the
Company or Liquidation of All
Mortgage Loans . . . . . . . .-137-
Section 9.02. Termination of REMIC II. . . .-140-
Section 9.03. Additional Termination
Requirements . . . . . . . . .-140-
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . .-142-
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . .-146-
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . .-147-
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . .-150-
Section 11.03. Limitation on Rights
of Certificateholders. . . . .-150-
Section 11.04. Governing Law. . . . . . . . .-151-
Section 11.05. Notices. . . . . . . . . . . .-151-
Section 11.06. Notices to Rating Agency . . .-152-
Section 11.07. Severability of Provisions . .-153-
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: Planned Principal Balances and Targeted
Principal Balances
Exhibit Q: Schedule of Discount Fractions
This is a Pooling and Servicing Agreement,
effective as of March 1, 1995, among RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC., as the company
(together with its permitted successors and assigns,
the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and Bankers Trust
Company, as trustee (together with its permitted
successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-
through certificates (collectively, the
"Certificates"), to be issued hereunder in multiple
classes, which in the aggregate will evidence the
entire beneficial ownership interest in the Mortgage
Loans (as defined herein). As provided herein, the
Master Servicer will make an election to treat the
entire segregated pool of assets described in the
definition of REMIC I (as defined herein), and subject
to this Agreement (including the Mortgage Loans), as a
real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes and such segregated pool of
assets will be designated as "REMIC I." Four partial
undivided beneficial ownership interests in each of the
Mortgage Loans and 420 partial undivided beneficial
ownership interests, each representing an interest in
one Mortgage Loan equal to the Pool Strip Rate (as
defined herein) for such Mortgage Loan (the
"Uncertificated REMIC I Regular Interests"), will
represent ownership of "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class
of "residual interests" in REMIC I, for purposes of the
REMIC Provisions (as defined herein) under federal
income tax law. A segregated pool of assets consisting
of the Uncertificated REMIC I Regular Interests will be
designated as "REMIC II," and the Master Servicer will
make a separate REMIC election with respect thereto.
The Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class B-4 Certificates
and Class A-7 Component A, Class A-7 Component B, Class
A-7 Component C, Class A-7 Component D, Class A-7
Component E, Class A-7 Component F and Class A-7
Component G and the Uncertificated REMIC II Regular
Interests will represent ownership of "regular
interests" in REMIC II, and the Class R-II Certificates
will be the sole class of "residual interests" therein
for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The Class A-8
Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC II
Regular Interests.
The following table sets forth the
designation, type, Pass-Through Rate, aggregate Initial
Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of
Certificates comprising the interests in the Trust Fund
created hereunder.
Aggregate
Initial
Pass- Certificate
Through Principal
Designation Type Rate Balance
Class A-1 Senior 7.85% $38,811,257.00
Class A-2 Senior 9.25% $6,468,543.00
Class A-3 Senior 8.25% $8,732,000.00
Class A-4 Senior 8.50% $3,495,000.00
Class A-5 Senior 8.50% $2,910,095.00
Class A-6 Senior 8.50% $9,839,000.00
Class A-7 Senior See Below $45,746,137.00
Class A-8 Senior Variable Rate $0.00
Class R-I Senior 8.50% $100.00
Class R-II Senior 8.50% $100.00
Class M-1 Mezzanine 8.50% $3,101,663.00
Class M-2 Mezzanine 8.50% $1,860,998.00
Class M-3 Mezzanine 8.50% $1,550,831.00
Class B-1 Subordinate 8.50% $558,299.00
Class B-2 Subordinate 8.50% $248,133.00
Class B-3 Subordinate 8.50% $124,066.00
Class B-4 Subordinate 8.50% $620,337.16
Maturity Initial Ratings
Designation Features Date S&P Fitch
Class A-1 PAC I March 25, 2025 AAA AAA
Class A-2 PAC I March 25, 2025 AAA AAA
Class A-3 PAC I March 25, 2025 AAA AAA
Class A-4 PAC II March 25, 2025 AAA AAA
Class A-5 Companion/ March 25, 2025 AAA AAA
Accretion
Directed
Class A-6 Accretion March 25, 2025 AAA AAA
Directed
Class A-7 See Below March 25, 2025 AAA AAA
Class A-8 Stripped March 25, 2025 AAA/r AAA
Interests
Class R-I Residual March 25, 2025 AAA AAA
Class R-II Residual March 25, 2025 AAA AAA
Class M-1 Mezzanine March 25, 2025 N/A AA
Class M-2 Mezzanine March 25, 2025 N/A A
Class M-3 Mezzanine March 25, 2025 N/A BBB
Class B-1 Subordinate March 25, 2025 N/A BB
Class B-2 Subordinate March 25, 2025 N/A B
Class B-3 Subordinate March 25, 2025 B N/A
Class B-4 Subordinate March 25, 2025 N/A N/A
The Class A-7 Certificates are comprised of
seven components having the following designation,
interest rate, initial amounts and features:
Interest Initial
Designation Rate Amount Features
Class A-7 8.50% $14,878,000 PAC I
Component A
Class A-7 8.50% $6,585,000 PAC II
Component B
Class A-7 8.50% $16,334,000 Accretion
Component C Directed/TAC
Class A-7 8.50% $ 0 PAC I Strip
Component D
Class A-7 0% $ 918,137 Principal Only
Component E
Class A-7 Variable $ 0 Stripped Interests
Component F Rate
Class A-7 8.50% $ 7,031,000 Accrual/Companion
Component G
The Mortgage Loans have an aggregate Cut-off
Date Principal Balance equal to $124,066,559.16. The
Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not
more than 30 years.
In consideration of the mutual agreements
herein contained, the Company, the Master Servicer and
the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the
following words and phrases, unless the context
otherwise requires, shall have the meanings specified
in this Article.
Accretion Directed Certificates: Any Class
A-6 Certificate.
Accretion Directed Companion Certificates:
Any Class A-5 Certificate.
Accretion Termination Date: With respect to
Class A-7 Component G, the earlier to occur of (i) the
Distribution Date on which the Certificate Principal
Balances of the Class A-5 and Class A-6 Certificates
and the amount of Class A-7 Component C have been
reduced to zero and (ii) the Credit Support Depletion
Date.
Accrual Distribution Amount: As defined in
Section 4.02(a)(ii)(Y)(E).
Accrued Certificate Interest: With respect
to each Distribution Date, as to any Class A
Certificate (other than the Class A-7 and Class A-8
Certificates), any Class M Certificate, any Class B
Certificate or any Class R Certificate, one month's
interest accrued at the related Pass-Through Rate on
the Certificate Principal Balance thereof immediately
prior to such Distribution Date. With respect to each
Distribution Date, as to the Class A-7 Certificates,
(i) in the case of Class A-7 Component A, Class A-7
Component B, Class A-7 Component C and Class A-7
Component G, one month's interest accrued on the amount
of each such component at a rate of 8.50% per annum,
(ii) in the case of Class A-7 Component D, one month's
interest accrued on the related Notional Amount at a
rate of 8.50% per annum, (iii) in the case of Class A-7
Component F, one month's interest accrued on the
related Notional Amount at the weighted average of the
Pool Strip Rates on each of the Mortgage Loans as of
the Due Date in the month preceding the month in which
such Distribution Date occurs weighted on the basis of
the respective Stated Principal Balances of such
Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans
at the close of business on the immediately preceding
Distribution Date after giving effect to the
distributions thereon allocable to principal (or, in
the case of the rate of interest for the initial
Distribution Date, at the close of business on the Cut-
off Date), and (iv) Class A-7 Component E does not
accrue, and is not entitled to any distributions in
respect of, interest. With respect to each
Distribution Date, as to the Class A-8 Certificates,
one month's interest accrued at the related Pass-
Through Rate on the related Notional Amount thereof.
Accrued Certificate Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day
months. In each case Accrued Certificate Interest on
any Class of Certificates or Components will be reduced
by the amount of (i) Prepayment Interest Shortfalls (to
the extent not offset by the Master Servicer with a
payment of Compensating Interest as provided in Section
4.01), (ii) the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not
allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the
interest portion of Advances previously made with
respect to a Mortgage Loan or REO Property which
remained unreimbursed following the Cash Liquidation or
REO Disposition of such Mortgage Loan or REO Property
that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by
the Class M Certificates and Class B Certificates,
including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation
or regulations as in effect from time to time, with all
such reductions allocated among all of the Certificates
in proportion to their respective amounts of Accrued
Certificate Interest which would have resulted absent
such reductions. With respect to the Class A-7
Certificates on each Distribution Date that occurs
prior to the Accretion Termination Date, interest
shortfalls allocable to Class A-7 Component G on such
Distribution Date will be so allocated by reducing the
amount that is added to the Certificate Principal
Balance thereof in respect of Accrued Certificate
Interest pursuant to Section 4.02(d). 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.
Adjusted Senior Principal Distribution
Amount: As defined in Section 4.02(b)(ii).
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 March 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) $157,648 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 "Bankers Trust Company, as trustee,
in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-
Through Certificates, Series 1995-S1" and which must be
an Eligible Account.
Certificate Account Deposit Date: As to any
Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in
whose name a Certificate is registered in the
Certificate Register, except that neither a
Disqualified Organization nor a Non-United States
Person shall be a holder of a Class R-I or R-II
Certificate for purposes hereof and, solely for the
purpose of giving any consent or direction pursuant to
this Agreement, any Certificate, other than a Class R-I
or R-II Certificate, registered in the name of the
Company, the Master Servicer or any Subservicer or any
Affiliate thereof shall be deemed not to be outstanding
and the Percentage Interest or Voting Rights evidenced
thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or
Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and
participating members thereof, except as otherwise
specified herein; provided, however, that the Trustee
shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a
Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-
Entry Certificate, the Person who is the beneficial
owner of such Certificate, as reflected on the books of
an indirect participating brokerage firm for which a
Depository Participant acts as agent, if any, and
otherwise on the books of a Depository Participant, if
any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect
to each Class A Certificate (other than a Class A-8
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, plus (ii) in the case of
each Class A-7 Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the
amount of Class A-7 Component G on each Distribution
Date on or prior to the Accretion Termination Date
pursuant to Section 4.02(d), minus (iii) the sum of (x)
the aggregate of all amounts previously distributed
with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate
Principal Balance thereof pursuant to Section 4.02(a)
and (y) the aggregate of all reductions in Certificate
Principal Balance deemed to have occurred in connection
with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance
of such Class M Certificate as specified on the face
thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant
to Section 4.05; provided, that if the Certificate
Principal Balances of the Class B Certificates have
been reduced to zero, the Certificate Principal Balance
of each Class M Certificate of those Class M
Certificates outstanding with the highest numerical
designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced
by such Certificate times the excess, if any, of (A)
the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face
thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant
to Section 4.05; provided, that the Certificate
Principal Balance of each Class B Certificate of those
Class B Certificates outstanding with the highest
numerical designation at any given time shall be
calculated to equal the Percentage Interest evidenced
by such Certificate times the excess, if any, of (A)
the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates
then outstanding. The Class A-8 Certificates have no
Certificate Principal Balance.
Certificate Register and Certificate
Registrar: The register maintained and the registrar
appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates
bearing the same designation.
Class A Certificate: Any one of the Class A-
1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-
6, Class A-7 or Class A-8 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A,
each such Certificate (other than the Class A-7 and
Class A-8 Certificates) evidencing an interest
designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions. The Class A-8
Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC II
Regular Interests.
Class A-7 Component A: With respect to the
Class A-7 Certificates, on any date of determination,
an amount equal to (i) $14,878,000 minus (ii) the sum
of (x) the aggregate of all amounts previously
distributed with respect to the Class A-7 Certificates
and applied to reduce Class A-7 Component A pursuant to
Section 4.02(b), and (y) the aggregate of all
reductions in Class A-7 Component A deemed to have
occurred in connection with Realized Losses which were
previously allocated to Class A-7 Component A pursuant
to Section 4.05.
Class A-7 Component B: With respect to the
Class A-7 Certificates, on any date of determination,
an amount equal to (i) $6,585,000 minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to the Class A-7 Certificates and applied
to reduce Class A-7 Component B pursuant to Section
4.02(b), and (y) the aggregate of all reductions in
Class A-7 Component B deemed to have occurred in
connection with Realized Losses which were previously
allocated to Class A-7 Component B pursuant to Section
4.05.
Class A-7 Component C: With respect to the
Class A-7 Certificates, on any date of determination,
an amount equal to (i) $16,334,000 minus (ii) the sum
of (x) the aggregate of all amounts previously
distributed with respect to the Class A-7 Certificates
and applied to reduce Class A-7 Component C pursuant to
Section 4.02(b), and (y) the aggregate of all
reductions in Class A-7 Component C deemed to have
occurred in connection with Realized Losses which were
previously allocated to Class A-7 Component C pursuant
to Section 4.05.
Class A-7 Component D: With respect to the
Class A-7 Certificates, the Component D thereof having
a notional amount as set forth in this Agreement and
entitled to distributions of interest (but not
principal) to the extent set forth in this Agreement.
Class A-7 Component E: With respect to the
Class A-7 Certificates, on any date of determination,
an amount equal to (i) $918,137 minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to the Class A-7 Certificates and applied
to reduce Class A-7 Component E pursuant to Section
4.02(b), and (y) the aggregate of all reductions in
Class A-7 Component E deemed to have occurred in
connection with Realized Losses which were previously
allocated to Class A-7 Component E pursuant to Section
4.05.
Class A-7 Component E 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-7 Component E Principal Distribution
Amount: As defined in Section 4.02(b)(i).
Class A-7 Component F: With respect to the
Class A-7 Certificates, the uncertificated partial
undivided beneficial ownership interest in REMIC II,
which has no principal balance and which bears interest
at a rate equal to 25% of the Uncertificated REMIC I
Regular Interest Z Pool Strip Rates, based on the
Uncertificated Notional Amount of the related
Uncertificated REMIC I Regular Interest Z.
Class A-7 Component G: With respect to the
Class A-7 Certificates, on any date of determination,
an amount equal to (i) $7,031,000 plus (ii) an amount
equal to the aggregate Accrued Certificate Interest
added to the amount of Class A-7 Component G on each
Distribution Date on or prior to the Accretion
Termination Date pursuant to Section 4.02(d), minus
(iii) the sum of (x) the aggregate of all amounts
previously distributed with respect to the Class A-7
Certificates and applied to reduce Class A-7 Component
G pursuant to Section 4.02(b), and (y) the aggregate of
all reductions in Class A-7 Component G deemed to have
occurred in connection with Realized Losses which were
previously allocated to Class A-7 Component G pursuant
to Section 4.05.
Class B Certificate: Any one of the Class B-
1 Certificates, Class B-2 Certificates, Class B-3
Certificates or Class B-4 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, Class B-3 Percentage
and Class B-4 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, Class B-3 Certificates and Class B-4
Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date
is greater than or equal to 1.25%.
Class B-2 Percentage: With respect to any
Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction
of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class B-2 Prepayment Distribution Trigger:
With respect to any Distribution Date, a test that
shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the Certificate
Principal Balances of the Class B-2 Certificates, Class
B-3 Certificates and Class B-4 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 0.80%.
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 and
Class B-4 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 0.60%.
Class B-4 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-4
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-4 Prepayment Distribution Trigger:
With respect to any Distribution Date, a test that
shall be satisfied if the fraction (expressed as a
percentage) equal to the aggregate Certificate
Principal Balance of the Class B-4 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 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, Class B-3 Certificates and Class B-4
Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date
is greater than or equal to 4.00%.
Class 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, Class B-3
Certificates and Class B-4 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 2.50%.
Class R Certificate: Any one of the Class R-
I Certificates or Class R-II Certificates.
Class R-I Certificate: Any one of the Class
R-I Certificates executed by the Trustee and
authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D
and evidencing an interest designated as a "residual
interest" in REMIC I for purposes of the REMIC
Provisions.
Class R-II Certificate: Any one of the Class
R-II Certificates executed by the Trustee and
authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D
and evidencing an interest designated as a "residual
interest" in REMIC II for purposes of the REMIC
Provisions.
Closing Date: March 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.
Component: Any of Class A-7 Component A,
Class A-7 Component B, Class A-7 Component C, Class A-7
Component D, Class A-7 Component E, Class A-7 Component
F and Class A-7 Component G.
Cooperative: A private, cooperative housing
corporation organized under the laws of, and
headquartered in, the State of New York which owns or
leases land and all or part of a building or buildings
located in the State of New York, including apartments,
spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among
other things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a
multi-dwelling building owned or leased by a
Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary
lease or occupancy agreement.
Cooperative Lease: With respect to a
Cooperative Loan, the proprietary lease or occupancy
agreement with respect to the Cooperative Apartment
occupied by the Mortgagor and relating to the related
Cooperative Stock, which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock
to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans
made in respect of a Cooperative Apartment, evidenced
by a Mortgage Note and secured by (i) a Security
Agreement, (ii) the related Cooperative Stock
Certificate, (iii) an assignment of the Cooperative
Lease, (iv) financing statements and (v) a stock power
(or other similar instrument), and ancillary thereto, a
recognition agreement between the Cooperative and the
originator of the Cooperative Loan, each of which was
transferred and assigned to the Trustee pursuant to
Section 2.01 and are from time to time held as part of
the Trust Fund.
Cooperative Stock: With respect to a
Cooperative Loan, the single outstanding class of
stock, partnership interest or other ownership
instrument in the related Cooperative.
Cooperative Stock Certificate: With respect
to a Cooperative Loan, the stock certificate or other
instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office
of the Trustee at which at any particular time its
corporate trust business with respect to this Agreement
shall be administered, which office at the date of the
execution of this instrument is located at Four Albany
Street, New York, New York 10006, Attention:
Residential Funding Corporation Series 1995-S1.
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: March 1, 1995.
Cut-off Date Principal Balance: As to any
Mortgage Loan, the unpaid principal balance thereof at
the Cut-off Date after giving effect to all
installments of principal due on or prior thereto,
whether or not received.
Debt Service Reduction: With respect to any
Mortgage Loan, a reduction in the scheduled Monthly
Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any
Mortgage Loan, a valuation by a court of competent
jurisdiction of the Mortgaged Property in an amount
less than the then outstanding indebtedness under the
Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any scheduled
Monthly Payment that constitutes a permanent
forgiveness of principal, which valuation or reduction
results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive,
fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan
replaced or to be replaced with a Qualified Substitute
Mortgage Loan.
Depository: The Depository Trust Company, or
any successor Depository hereafter named. The nominee
of the initial Depository for purposes of registering
those Certificates that are to be Book-Entry
Certificates is Cede & Co. The Depository shall at all
times be a "clearing corporation" as defined in Section
8-102(3) of the Uniform Commercial Code of the State of
New York and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer,
bank or other financial institution or other Person for
whom from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the
Depository.
Destroyed Mortgage Note: A Mortgage Note the
original of which was permanently lost or destroyed and
has not been replaced.
Determination Date: With respect to any
Distribution Date, the 20th day (or if such 20th day is
not a Business Day, the Business Day immediately
following such 20th day) of the month of the related
Distribution Date.
Discount Fraction: With respect to each
Discount Mortgage Loan, the fraction expressed as a
percentage, the numerator of which is 8.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate
with respect to any Discount Mortgage Loans as to which
the Mortgage Rate is modified pursuant to 3.07(a)) for
such Mortgage Loan and the denominator of which is
8.50%. The Discount Fraction with respect to each
Discount Mortgage Loan is set forth on Exhibit Q
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan
having a Net Mortgage Rate (or the initial Net Mortgage
Rate) of less than 8.50% and any Mortgage Loan deemed
to be a Discount Mortgage Loan pursuant to the
definition of Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization
defined as a "disqualified organization" under Section
860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or
political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any
of the foregoing (other than an instrumentality which
is a corporation if all of its activities are subject
to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental
unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any
of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521
of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by
Section 511 of the Code on unrelated business taxable
income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an
Ownership Interest in a Class R Certificate by such
Person may cause REMIC I, REMIC II or any Person having
an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any
federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an
Ownership Interest in a Class R Certificate to such
Person. The terms "United States", "State" and
"international organization" shall have the meanings
set forth in Section 7701 of the Code or successor
provisions.
Distribution Date: The 25th day of any month
beginning in the month immediately following the month
of the initial issuance of the Certificates or, if such
25th day is not a Business Day, the Business Day
immediately following such 25th day.
Due Date: With respect to any Distribution
Date, the first day of the month in which such
Distribution Date occurs.
Due Period: With respect to any Distribution
Date, the period commencing on the second day of the
month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of
the following: (i) maintained with a depository
institution the debt obligations of which have been
rated by each Rating Agency in its highest rating
available, or (ii) an account or accounts in a
depository institution in which such accounts are fully
insured to the limits established by the FDIC, provided
that any deposits not so insured shall, to the extent
acceptable to each Rating Agency, as evidenced in
writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Trustee and each
Rating Agency) the registered Holders of Certificates
have a claim with respect to the funds in such account
or a perfected first security interest against any
collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to
claims of any other depositors or creditors of the
depository institution with which such account is
maintained, or (iii) in the case of the Custodial
Account, either (A) a trust account or accounts
maintained in the corporate trust department of The
First National Bank of Chicago or (B) an account or
accounts maintained in the corporate asset services
department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1
(or the equivalent) or better by each Rating Agency and
its long term debt obligations are rated A2 (or the
equivalent) or better, by each Rating Agency, or (iv)
in the case of the Certificate Account, a trust account
or accounts maintained in the corporate trust division
of Bankers Trust Company, or (v) an account or accounts
of a depository institution acceptable to each Rating
Agency (as evidenced in writing by each Rating Agency
that use of any such account as the Custodial Account
or the Certificate Account will not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date
means the portion, if any, of the Available
Distribution Amount remaining after reduction by the
sum of (i) the aggregate amount of Accrued Certificate
Interest on the Class A and Class R Certificates,
(ii) the Senior Principal Distribution Amount
(determined without regard to Section 4.02(a)(ii)(Y)(D)
hereof), (iii) the Class A-7 Component E Principal
Distribution Amount (determined without regard to
clause 4.02(b)(i)(E)) 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 Subordinate Principal Amount: With
respect to any Distribution Date on which the
Certificate Principal Balance of the most subordinate
class or classes of Certificates (as established in
Section 4.05 hereof) then outstanding is to be reduced
to zero and on which Realized Losses are to be
allocated to such class or classes, the amount, if any,
by which (i) the amount that would otherwise be
distributable in respect of principal on such class or
classes of Certificates on such Distribution Date is
greater than (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes
of Certificates immediately prior to such Distribution
Date over the aggregate amount of Realized Losses to be
allocated to such classes of Certificates on such
Distribution Date.
Extraordinary Events: Any of the following
conditions with respect to a Mortgaged Property or
Mortgage Loan causing or resulting in a loss which
causes the liquidation of such Mortgage Loan:
(a) losses that are of 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 first anniversary of the Cut-off
Date an amount equal to 2.00% of the aggregate
outstanding principal balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate amount
of Fraud Losses allocated solely to one or more
specific Classes of Certificates in accordance with
Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the first to the fifth
anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 1.00% of
the aggregate outstanding principal balance of all of
the Mortgage Loans as of the most recent anniversary of
the Cut-off Date minus (2) the Fraud Losses allocated
solely to one or more specific Classes of Certificates
in accordance with Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of
the Cut-off Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced
by the Master Servicer (including accelerating the
manner in which such coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall
(i) obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to
which there was fraud in the origination of such
Mortgage Loan.
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.
Insurance Proceeds: Proceeds paid in respect
of the Mortgage Loans pursuant to any Primary Insurance
Policy or any other related insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable
to the mortgagee under the Mortgage, any Subservicer,
the Master Servicer or the Trustee and are not applied
to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary
Insurance Policy or any successor thereto or the named
insurer in any replacement policy.
Late Collections: With respect to any
Mortgage Loan, all amounts received during any Due
Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections
of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than
Insurance Proceeds) received by the Master Servicer in
connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or
condemnation or in connection with the liquidation of a
defaulted Mortgage Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the
fraction, expressed as a percentage, the numerator of
which is the current principal balance of the related
Mortgage Loan at the date of determination and the
denominator of which is the Appraised Value of the
related Mortgaged Property.
Maturity Date: The latest possible maturity
date, solely for purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of
Certificates representing a regular interest in REMIC
II and the Uncertificated Principal Balance of each
Uncertificated REMIC I Regular Interest (other than
each Uncertificated REMIC I Regular Interest Z) would
be reduced to zero, which is March 25, 2025, the
Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan. The
Maturity Date for each Uncertificated REMIC I Regular
Interest Z and Uncertificated REMIC II Regular Interest
is the maturity date for the related 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 Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of
principal, if any, and interest
("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance
("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination
("LTV");
(xi) the rate at which the Subservicing Fee
accrues ("SUBSERV FEE") and at which the Servicing
Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the
column "LN FEATURE," indicating that the
Mortgage Loan is secured by a second or
vacation residence; and
(xiii) a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is
secured by a non-owner occupied
residence.
Such schedule may consist of multiple reports that
collectively set forth all of the information
requested.
Mortgage Loans: Such of the mortgage loans
transferred and assigned to the Trustee pursuant to
Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans
originally so held being identified in the initial
Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust
Fund including, without limitation, (i) with respect to
each Cooperative Loan, the related Mortgage Note,
Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease and
Mortgage File and all rights appertaining thereto, and
(ii) with respect to each Mortgage Loan other than a
Cooperative Loan, each related Mortgage Note, Mortgage
and Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note
or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the
interest rate borne by the related Mortgage Note, or
any modification thereto.
Mortgaged Property: The underlying real
property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan,
a per annum rate of interest equal to the Adjusted
Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan
that is not a Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage
Loans designated as secured by second or vacation
residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other
than a United States Person.
Nonrecoverable Advance: Any Advance
previously made or proposed to be made by the Master
Servicer in respect of a Mortgage Loan (other than a
Deleted Mortgage Loan) which, in the good faith
judgment of the Master Servicer, will not, or, in the
case of a proposed Advance, would not, be ultimately
recoverable by the Master Servicer from related Late
Collections, Insurance Proceeds, Liquidation Proceeds,
REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage
Loan that, at the time of reference thereto, is not
subject to a Subservicing Agreement.
Notional Amount: As of any Distribution
Date, with respect to Class A-7 Component D, an amount
equal to the sum of (a) 9/170th of the aggregate
Certificate Principal Balance of the Class A-1 and
Class A-2 Certificates immediately prior to such date
and (b) 1/34th of the aggregate Certificate Principal
Balance of the Class A-3 Certificates immediately prior
to such date; with respect to Class A-7 Component F, an
amount equal to twenty-five percent (25%) of the
aggregate Certificate Principal Balance of all Classes
of Certificates immediately prior to such date; and
with respect to the Class A-8 Certificates, an amount
equal to seventy-five percent (75%) of the aggregate
Certificate Principal Balance of all Classes of
Certificates immediately prior to such date.
Officers' Certificate: A certificate signed
by the Chairman of the Board, the President or a Vice
President or Assistant Vice President, and by the
Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or
the Master Servicer, as the case may be, and delivered
to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of
counsel acceptable to the Trustee and the Master
Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel
(i) referred to in the definition of "Permitted
Transferee" or (ii) relating to the qualification of
the Trust Fund as a REMIC or compliance with the REMIC
Provisions must, unless otherwise specified, be an
opinion of Independent counsel.
Original Senior Percentage: 93.45%, which is
the fraction, expressed as a percentage, the numerator
of which is the aggregate Initial Certificate Principal
Balance of the Class A Certificates (excluding the
amount of Class A-7 Component E) 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).
Outstanding Mortgage Loan: As to any Due
Date, a Mortgage Loan (including an REO Property) which
was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not
purchased, deleted or substituted for prior to such Due
Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate,
any ownership or security interest in such Certificate,
including any interest in such Certificate as the
Holder thereof and any other interest therein, whether
direct or indirect, legal or beneficial, as owner or as
pledgee.
PAC Certificate: Any one of the PAC I
Certificates or PAC II Certificates.
PAC I Certificate: Any one of the Class A-1,
Class A-2 or Class A-3 Certificates.
PAC I Component: Class A-7 Component A.
PAC I Principal Amount: As defined in
Section 4.02(b)(iii).
PAC II Certificate: Any Class A-4
Certificate.
PAC II Component: Class A-7 Component B.
PAC II Principal Amount: As defined in
Section 4.02(b)(iv).
Pass-Through Rate: With respect to the Class
A Certificates (other than the Class A-7 Certificates
and Class A-8 Certificates), Class M Certificates,
Class B Certificates and Class R Certificates and any
Distribution Date, the per annum rate set forth in the
Preliminary Statement hereto. With respect to the
Class A-8 Certificates and any Distribution Date, a
rate equal to the weighted average, expressed as a
percentage, of the Pool Strip Rates of all Mortgage
Loans in the Trust Fund as of the Due Date in the month
immediately preceding the month in which such
Distribution Date occurs, weighted on the basis of the
respective Stated Principal Balances of such Mortgage
Loans, which Stated Principal Balances shall be the
Stated Principal Balances of such Mortgage Loans at the
close of business on the immediately preceding
Distribution Date after giving effect to the
distributions thereon allocable to principal (or, in
the case of the Pass-Through Rate for the initial
Distribution Date, at the close of business on the Cut-
off Date). With respect to the Class A-8 Certificates
and the initial Distribution Date, the Pass-Through
Rate is equal to 0.5467% per annum.
Paying Agent: Bankers Trust Company or any
successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any
Certificate (other than a Class A-8, Class R-I or Class
R-II Certificate), the undivided percentage ownership
interest in the related Class evidenced by such
Certificate, which percentage ownership interest shall
be equal to the Initial Certificate Principal Balance
thereof divided by the aggregate Initial Certificate
Principal Balance of all of the Certificates of the
same Class. With respect to a Class A-8, Class R-I or
Class R-II Certificate, the interest in distributions
to be made with respect to such Class evidenced
thereby, expressed as a percentage, as stated on the
face of each such Certificate.
Permitted Investments: One or more of the
following:
(i) obligations of or guaranteed as to
principal and interest by the United States or any
agency or instrumentality thereof when such
obligations are backed by the full faith and
credit of the United States;
(ii) repurchase agreements on obligations
specified in clause (i) maturing not more than one
month from the date of acquisition thereof,
provided that the unsecured obligations of the
party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its
highest short-term rating available;
(iii) federal funds, certificates of deposit,
demand deposits, time deposits and bankers'
acceptances (which shall each have an original
maturity of not more than 90 days and, in the case
of bankers' acceptances, shall in no event have an
original maturity of more than 365 days or a
remaining maturity of more than 30 days)
denominated in United States dollars of any U.S.
depository institution or trust company
incorporated under the laws of the United States
or any state thereof or of any domestic branch of
a foreign depository institution or trust company;
provided that the debt obligations of such
depository institution or trust company (or, if
the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution
in a depository institution holding company, debt
obligations of the depository institution holding
company) at the date of acquisition thereof have
been rated by each Rating Agency in its highest
short-term rating available; and provided further
that, if the only Rating Agency is Standard &
Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and
the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be
that of the bank holding company; and, provided
further that, if the original maturity of such
short-term obligations of a domestic branch of a
foreign depository institution or trust company
shall exceed 30 days, the short-term rating of
such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the
Rating Agency;
(iv) commercial paper (having original
maturities of not more than 365 days) of any
corporation incorporated under the laws of the
United States or any state thereof which on the
date of acquisition has been rated by each Rating
Agency in its highest short-term rating available;
provided that such commercial paper shall have a
remaining maturity of not more than 30 days;
(v) a money market fund or a qualified
investment fund rated by each Rating Agency in its
highest long-term rating available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted
Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by
such Rating Agency below the lower of the then-
current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a
Permitted Investment if it represents, either (1) the
right to receive only interest payments with respect to
the underlying debt instrument or (2) the right to
receive both principal and interest payments derived
from obligations underlying such instrument and the
principal and interest payments with respect to such
instrument provide a yield to maturity greater than
120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in
the case of Standard & Poor's and Fitch and Aaa in the
case of Moody's, and references herein to the highest
rating available on unsecured commercial paper and
short-term debt obligations shall mean A-1 in the case
of Standard & Poor's, P-1 in the case of Moody's and
either A-1 by Standard & Poor's, P-1 by Moody's or F-1
by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a
Class R Certificate, other than a Disqualified
Organization or Non-United States Person.
Person: Any individual, corporation,
partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or
government or any agency or political subdivision
thereof.
Planned Principal Balance: With respect to
each Class of PAC Certificates, the PAC I Component and
the PAC II Component and each Distribution Date, the
amount set forth for such Class or such Component on
such Distribution Date on Exhibit P hereto.
Pool Stated Principal Balance: As to any
date of determination, the aggregate of the Stated
Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month
preceding the month of such date of determination.
Pool Strip Rate: With respect to each
Mortgage Loan, the rate per annum designated on the
Mortgage Loan Schedule as the "STRIP" for such Mortgage
Loan. For purposes of the definition of Qualified
Substitute Mortgage Loan, Pool Strip Rate is the excess
of the Net Mortgage Rate over 8.50% per annum.
Prepayment Assumption: A prepayment
assumption of 225% 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
any Class of Class M or Class B Certificates are
outstanding after the Distribution Date in April
2000:
(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
(ii) Notwithstanding the foregoing, if the
application of the foregoing percentages on any
Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the
definition of "Subordinate Principal Distribution
Amount") would result in a distribution in respect
of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount
greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution
Percentage of each Maturing Class shall be reduced
to a level that, when applied as described above,
would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of
Class M Certificates and Class B Certificates (any
such Class, a "Non-Maturing Class") shall be
recalculated in accordance with the provisions in
paragraph (ii) above, as if the Certificate
Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated,
the "Recalculated Percentage"); (c) the total
amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in
proportion to their respective Recalculated
Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class,
the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of
each Maturing Class had not been reduced to zero,
plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class
M-2 Prepayment Distribution Trigger, Class M-3
Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution
Trigger, Class B-3 Prepayment Distribution Trigger or
Class B-4 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 Only Component: Class A-7
Component E.
Principal Prepayment: Any payment of
principal or other recovery on a Mortgage Loan,
including a recovery that takes the form of Liquidation
Proceeds or Insurance Proceeds, which is received in
advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing
scheduled interest on such payment due on any date or
dates in any month or months subsequent to the month of
prepayment.
Principal Prepayment in Full: Any Principal
Prepayment made by a Mortgagor of the entire principal
balance of a Mortgage Loan.
Program Guide: Collectively, the Seller
Guide and the Servicer Guide for Residential Funding's
mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by
Residential Funding from time to time.
Purchase Price: With respect to any Mortgage
Loan (or REO Property) required to be purchased on any
date pursuant to Section 2.02, 2.03, 2.04 or 4.07, an
amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of
any related unreimbursed Advances and (ii) unpaid
accrued interest at the Adjusted Mortgage Rate (or at
the Net Mortgage Rate in the case of a purchase made by
the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the
month of purchase from the Due Date to which interest
was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A
Mortgage Loan substituted by Residential Funding or the
Company for a Deleted Mortgage Loan which must, on the
date of such substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have an
outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the
month of substitution (or in the case of a substitution
of more than one Mortgage Loan for a Deleted Mortgage
Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by Residential Funding in the
Custodial Account in the month of substitution); (ii)
have a Mortgage Rate and a Net Mortgage Rate no lower
than and not more than 1% per annum higher than the
Mortgage Rate and Net Mortgage Rate, respectively, of
the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the
time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution; (iv) have a
remaining term to stated maturity not greater than (and
not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement; and (vi) have a
Pool Strip Rate equal to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other
provisions herein, (x) with respect to any Qualified
Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan which was a Discount Mortgage Loan, such
Qualified Substitute Mortgage Loan shall be deemed to
be a Discount Mortgage Loan and to have a Discount
Fraction equal to the Discount Fraction of the Deleted
Mortgage Loan and (y) in the event that the "Pool Strip
Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip
Rate" is greater than the Pool Strip Rate of the
related Deleted Mortgage Loan (i) the Pool Strip Rate
of such Qualified Substitute Mortgage Loan shall be
equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of calculating the Pass-
Through Rate on the Class A-8 Certificates and Accrued
Certificate Interest on Class A-7 Component F and (ii)
the excess of the Pool Strip Rate on such Qualified
Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip
Rate on the related Deleted Mortgage Loan shall be
payable to the Class R-I 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, Fitch, with respect to the Class M, Class
B-1 and Class B-2 Certificates and Standard & Poor's
with respect to the Class B-3 Certificates. If either
agency or a successor is no longer in existence,
"Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the
Company, notice of which designation shall be given to
the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage
Loan (or REO Property) as to which a Cash Liquidation
or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of
the Mortgage Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition, plus (ii) interest
(and REO Imputed Interest, if any) at the Net Mortgage
Rate from the Due Date as to which interest was last
paid or advanced to Certificateholders up to the last
day of the month in which the Cash Liquidation (or REO
Disposition) occurred on the Stated Principal Balance
of such Mortgage Loan (or REO Property) outstanding
during each Due Period that such interest was not paid
or advanced, minus (iii) the proceeds, if any, received
during the month in which such Cash Liquidation (or REO
Disposition) occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion
thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or
expenses as to which the Master Servicer or Subservicer
is entitled to reimbursement thereunder but which have
not been previously reimbursed. With respect to each
Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage
Loan which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each
Distribution Date, the close of business on the last
Business Day of the month next preceding the month in
which the related Distribution Date occurs.
Regular Certificate: Any of the Certificates
other than a Class R-I Certificate or Class R-II
Certificate.
REMIC: A "real estate mortgage investment
conduit" within the meaning of Section 860D of the
Code.
REMIC I: The segregated pool of assets, with
respect to which a REMIC election is to be made,
consisting of:
(i) the Mortgage Loans and the related
Mortgage Files,
(ii) all payments on and collections in
respect of the Mortgage Loans due after
the Cut-off Date as shall be on deposit
in the Custodial Account or in the
Certificate Account and identified as
belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan
and which has been acquired for the
benefit of the Certificateholders by
foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and
Primary Insurance Policies, if any, and
certain proceeds thereof.
REMIC I Certificates: The Class R-I
Certificates.
REMIC II: The segregated pool of assets
consisting of the Uncertificated REMIC I Regular
Interests conveyed in trust to the Trustee for the
benefit of the holders of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3, Class B-4 and Class R-II
Certificates pursuant to Section 2.06, with respect to
which a separate REMIC election is to be made.
REMIC II Certificates: Any of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3, Class B-4 and Class R-
II Certificates.
REMIC Provisions: Provisions of the federal
income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code,
and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with
such temporary or final regulations, proposed
regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing
may be in effect from time to time.
REO Acquisition: The acquisition by the
Master Servicer on behalf of the Trustee for the
benefit of the Certificateholders of any REO Property
pursuant to Section 3.14.
REO Disposition: As to any REO Property, a
determination by the Master Servicer that it has
received all Insurance Proceeds, Liquidation Proceeds,
REO Proceeds and other payments and recoveries
(including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the
sale or other disposition of the REO Property.
REO Imputed Interest: As to any REO
Property, for any period, an amount equivalent to
interest (at the Net Mortgage Rate that would have been
applicable to the related Mortgage Loan had it been
outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of acquisition thereof for
such period.
REO Proceeds: Proceeds, net of expenses,
received in respect of any REO Property (including,
without limitation, proceeds from the rental of the
related Mortgaged Property) which proceeds are required
to be deposited into the Custodial Account only upon
the related REO Disposition.
REO Property: A Mortgaged Property acquired
by the Master Servicer through foreclosure or deed in
lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release,
the forms of which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to
any Mortgage Loan, any insurance policy which is
required to be maintained from time to time under this
Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage
Loan.
Residential Funding: Residential Funding
Corporation, a Delaware corporation, in its capacity as
seller of the Mortgage Loans to the Company and any
successor thereto.
Responsible Officer: When used with respect
to the Trustee, any officer of the Corporate Trust
Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice
President, any Assistant Secretary, any Trust Officer
or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to
those performed by any of the above designated officers
to whom, with respect to a particular matter, such
matter is referred.
Schedule of Discount Fractions: The schedule
setting forth the Discount Fractions with respect to
the Discount Mortgage Loans, attached hereto as Exhibit
Q.
Security Agreement: With respect to a
Cooperative Loan, the agreement creating a security
interest in favor of the originator in the related
Cooperative Stock.
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
April 1995 through
March 2000
100%
April 2000 through
March 2001
Senior Percentage, plus 70%
of the difference between 100% and the Senior
Percentage
April 2001 through
March 2002
Senior Percentage, plus 60%
of the difference between 100% and the Senior
Percentage
April 2002 through
March 2003
Senior Percentage, plus 40%
of the difference between 100% and the Senior
Percentage
April 2003 through
March 2004
Senior Percentage, plus 20%
of the difference between 100% and the Senior
Percentage
April 2004 and
thereafter
Senior Percentage
provided, however, (i) that any scheduled reduction to
the Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution
Date unless either (a)(1) the outstanding principal
balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does
not exceed 2% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date if occurring
during the sixth, seventh, eighth, ninth or tenth year
(or any year thereafter) after the Closing Date are
less than 30%, 35%, 40%, 45% and 50%, respectively, of
the sum of the Initial Certificate Principal Balances
of the Class M Certificates and Class B Certificates or
(b)(1) the outstanding principal balance of the
Mortgage Loans delinquent 60 days or more averaged over
the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans to date
for any Distribution Date are less than 10% of the sum
of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii)
that for any Distribution Date on which the Senior
Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of
the aggregate Certificate Principal Balance of the
Class A Certificates (other than the amount of the
amount of Class A-7 Component E) 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 amount of Class A-7
Component E) 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), (xviii) and (xix).
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 $1,932,805 minus
the sum of (i) the aggregate amount of Special Hazard
Losses allocated solely to one or more specific Classes
of Certificates in accordance with Section 4.05 and
(ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-
off Date, the Adjustment Amount shall be equal to the
amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance
of the Mortgage Loan in the Trust Fund which has the
largest outstanding principal balance on the
Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by
the outstanding principal balance of all Mortgage Loans
on the Distribution Date immediately preceding such
anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest
amount of Mortgage Loans by aggregate principal balance
as of such anniversary and (B) an amount calculated by
the Master Servicer and approved by each Rating Agency,
which amount shall not be less than $500,000.
The Special Hazard Amount may be further
reduced by the Master Servicer (including accelerating
the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall
(i) obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not
in excess of the cost of the lesser of repair or
replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard
policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of
the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings
Group, a division of McGraw-Hill, Inc., or its
successor in interest.
Stated Principal Balance: With respect to
any Mortgage Loan or related REO Property, at any given
time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal
portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution
Date which were received or with respect to which an
Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds, to the extent applied by the Master Servicer
as recoveries of principal in accordance with Section
3.14 with respect to such Mortgage Loan or REO
Property, in each case which were distributed pursuant
to Section 4.02 on any previous Distribution Date, and
(c) any Realized Loss allocated to Certificateholders
with respect thereto for any previous Distribution
Date.
Subordinate Principal Distribution Amount:
With respect to any Distribution Date and each Class of
Class M Certificates and Class B Certificates, (a) the
sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y)
the aggregate of the amounts calculated for such
Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata
share, based on the Certificate Principal Balance of
each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b)
to the extent such collections are not otherwise
distributed to the 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.
TAC Principal Amount: As defined in Section
4.02(b)(v).
TAC Principal Component: Class A-7 Component
C.
Targeted Principal Balances: With respect to
the TAC Principal Component and each Distribution Date,
the amount set forth for such TAC Principal Component
on such Distribution Date on Exhibit P hereto.
Tax Returns: The federal income tax return
on Internal Revenue Service Form 1066, U.S. Real Estate
Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or
Net Loss Allocation, or any successor forms, to be
filed on behalf of REMIC I and REMIC II due to their
classification as REMICs under the REMIC Provisions,
together with any and all other information, reports or
returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue
Service or any other governmental taxing authority
under any applicable provisions of federal, state or
local tax laws.
Transfer: Any direct or indirect transfer,
sale, pledge, hypothecation or other form of assignment
of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by
Transfer any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by
Transfer of any Ownership Interest in a Certificate.
Trust Fund: REMIC I and REMIC II.
Uncertificated Accrued Interest: With
respect to each Distribution Date, (i) as to
Uncertificated REMIC I Regular Interest V, an amount
equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the
definition thereof on the Class A-1 and Class A-2
Certificates if the Pass-Through Rate on such Classes
were equal to the Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest V, (ii) as to
Uncertificated REMIC I Regular Interest W, an amount
equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the
definition thereof on the Class A-3 Certificates, if
the Pass-Through Rate on such Class were equal to the
Uncertificated Pass-Through Rate on Uncertificated
REMIC I Regular Interest W, (iii) as to Uncertificated
REMIC I Regular Interest X, an amount equal to the
aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof
on Class A-7 Component E, if the Pass-Through Rate on
such Component were equal to the Uncertificated Pass-
Through Rate on Uncertificated REMIC I Regular Interest
X, (iv) as to Uncertificated REMIC I Regular Interest
Y, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms
of the definition thereof on the Class A-4, Class A-5,
Class A-6, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3, Class B-4 and Class R-II
Certificates and the Class A-7 Component A, Class A-7
Component B, Class A-7 Component C and Class A-7
Component G, if the Pass-Through Rates (or, in the case
of Components, the rate at which interest accrues
thereon) on such Classes or Components were equal to
the Uncertificated Pass-Through Rate on Uncertificated
REMIC I Regular Interest Y, and (v) as to each
Uncertificated REMIC I Regular Interest Z, an amount
equal to one month's interest accrued at the related
Uncertificated Pass-Through Rate on the related
Uncertificated Notional Amount; provided, that any
reduction in the amount of Accrued Certificate Interest
resulting from the allocation of Prepayment Interest
Shortfalls, Realized Losses or other amounts to the
Class A-8 Certificateholders or Class A-7
Certificateholders, to the extent of Class A-7
Component F, pursuant to Section 4.05 hereof shall be
allocated to the Uncertificated REMIC I Regular
Interests Z pro rata in accordance with the amount of
interest accrued with respect to each related
Uncertificated Notional Amount and such Distribution
Date.
Uncertificated Notional Amount: With respect
to each Uncertificated REMIC I Regular Interest Z, the
aggregate Stated Principal Balance of the related
Mortgage Loan.
Uncertificated Pass-Through Rate: With
respect to each of the Uncertificated REMIC I Regular
Interests V, W, X and Y, 8.50%, 8.50%, 0.00% and 8.50%,
respectively. With respect to each Uncertificated
REMIC I Regular Interest Z, the related Uncertificated
REMIC I Regular Interest Z Pool Strip Rate.
Uncertificated Principal Balance: With
respect to each Uncertificated REMIC I Regular Interest
on any date of determination, an amount equal to
$45,279,800.00 with respect to Uncertificated REMIC I
Regular Interest V, an amount equal to $8,732,000.00
with respect to Uncertificated REMIC I Regular Interest
W, $918,137 with respect to Uncertificated REMIC I
Regular Interest X, $69,136,522.16 with respect to
Uncertificated REMIC I Regular Interest Y and $0.00
with respect to each Uncertificated REMIC I Regular
Interest Z, minus (ii) the sum of (x) the aggregate of
all amounts previously deemed distributed with respect
to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to
Section 4.08(a)(ii) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to
have occurred in connection with Realized Losses that
were previously deemed allocated to the Uncertificated
Principal Balance of such Uncertificated REMIC I
Regular Interest pursuant to Section 4.08(d).
Uncertificated REMIC I Regular Interest V:
An uncertificated partial undivided beneficial
ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the
Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-
1 and Class A-2 Certificates and the denominator of
which is the aggregate Certificate Principal Balance of
all of the Certificates, and which bears interest at a
rate equal to 8.50% per annum.
Uncertificated REMIC I Regular Interest W:
An uncertificated partial undivided beneficial
ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the
Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-
3 Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal
to 8.50% per annum.
Uncertificated REMIC I Regular Interest X:
An uncertificated partial undivided beneficial
ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the
Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the
amount of Class A-7 Component E and the denominator of
which is the aggregate Certificate Principal Balance of
all of the Certificates, and which bears interest at a
rate equal to 0.00% per annum.
Uncertificated REMIC I Regular Interest Y:
An uncertificated partial undivided beneficial
ownership interest in REMIC I having a principal
balance equal to the Stated Principal Balance of the
Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-
4, Class A-5, Class A-6, Class M-1, Class M-2, Class M-
3, Class B-1, Class B-2, Class B-3, Class B-4 and Class
R-II Certificates and the sum of the amounts of Class
A-7 Component A, Class A-7 Component B, Class A-7
Component C and Class A-7 Component G Certificates and
the denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which
bears interest at a rate equal to 8.50% per annum.
Uncertificated REMIC I Regular Interests Z:
The 420 uncertificated partial undivided beneficial
ownership interests in REMIC I, each relating to a
particular Mortgage Loan, each having no principal
balance, and each bearing interest at the respective
Uncertificated Pass-Through Rate on the respective
Uncertificated Notional Amount.
Uncertificated REMIC I Regular Interest Z
Pool Strip Rate: With respect to each Uncertificated
REMIC I Regular Interest Z, the Pool Strip Rate for the
related Mortgage Loan.
Uncertificated REMIC I Regular Interests:
Uncertificated REMIC I Regular Interest V,
Uncertificated REMIC I Regular Interest W,
Uncertificated REMIC I Regular Interest X,
Uncertificated REMIC I Regular Interest Y and
Uncertificated REMIC I Regular Interests Z.
Uncertificated REMIC I Regular Interest V
Distribution Amount: With respect to any Distribution
Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interest V for
such Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W
Distribution Amount: With respect to any Distribution
Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interest W for
such Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X
Distribution Amount: With respect to any Distribution
Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interest X for
such Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y
Distribution Amount: With respect to any Distribution
Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interest Y for
such Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interests Z
Distribution Amounts: With respect to any Distribution
Date, the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest
Distribution Amounts: The Uncertificated REMIC I
Regular Interest V Distribution Amount, Uncertificated
REMIC I Regular Interest W Distribution Amount,
Uncertificated REMIC I Regular Interest X Distribution
Amount, Uncertificated REMIC I Regular Interest Y
Distribution Amount and Uncertificated REMIC I Regular
Interests Z Distribution Amounts.
Uncertificated REMIC II Regular Interests:
The 420 uncertificated partial undivided beneficial
ownership interests in REMIC II, each of which has no
principal balance and which bears interest at a rate
equal to 75% of the related Uncertificated REMIC I
Regular Interest Z Pool Strip Rate, based on the
Uncertificated Notional Amount of the related
Uncertificated REMIC I Regular Interest Z.
Uncertificated REMIC II Regular Interests
Distribution Amounts: With respect to any Distribution
Date, the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 4.08(a).
Uninsured Cause: Any cause of damage to
property subject to a Mortgage such that the complete
restoration of such property is not fully reimbursable
by the hazard insurance policies.
United States Person: A citizen or resident
of the United States, a corporation, partnership or
other entity created or organized in, or under the laws
of, the United States or any political subdivision
thereof, or an estate or trust whose income from
sources without the United States is includible in
gross income for United States federal income tax
purposes regardless of its connection with the conduct
of a trade or business within the United States.
Voting Rights: The portion of the voting
rights of all of the Certificates which is allocated to
any Certificate. 98.0% of all of the Voting Rights
shall be allocated among Holders of Certificates,
respectively, other than the Class A-8, Class R-I and
Class R-II Certificates, in proportion to the
outstanding Certificate Principal Balances of their
respective Certificates; and the Holders of the Class
A-8, Class R-I and Class R-II Certificates shall be
entitled to 1.0%, 0.5%, and 0.5% of all of the Voting
Rights, respectively, allocated among the Certificates
of each such Class in accordance with their respective
Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the
execution and delivery hereof, does hereby assign to
the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans,
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 and the
Uncertificated REMIC I Regular Interests as provided
for in Section 2.06 be construed as a sale by the
Company to the Trustee of the Mortgage Loans and the
Uncertificated REMIC I Regular Interests for the
benefit of the Certificateholders. Further, it is not
intended that any such conveyance be deemed to be a
pledge of the Mortgage Loans and the Uncertificated
REMIC I Regular Interests by the Company to the Trustee
to secure a debt or other obligation of the Company.
However, in the event that the Mortgage Loans and the
Uncertificated REMIC I Regular Interests are held to be
property of the Company or of Residential Funding, or
if for any reason this Agreement is held or deemed to
create a security interest in the Mortgage Loans and
the Uncertificated REMIC I Regular Interests, then it
is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided
for in Sections 2.01 and 2.06 shall be deemed to be (1)
a grant by the Company to the Trustee of a security
interest in all of the Company's right (including the
power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to (A)
the Mortgage Loans, including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease, any insurance
policies and all other documents in the related
Mortgage File and (ii) with respect to each Mortgage
Loan other than a Cooperative Loan, the related
Mortgage Note, the Mortgage, any insurance policies and
all other documents in the related Mortgage File, (B)
all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (C) the
Uncertificated REMIC I Regular Interests and (D) any
and all general intangibles consisting of, arising from
or relating to any of the foregoing, and all proceeds
of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other
property, including without limitation all amounts from
time to time held or invested in the Certificate
Account or the Custodial Account, whether in the form
of cash, instruments, securities or other property and
(2) an assignment by the Company to the Trustee of any
security interest in any and all of Residential
Funding's right (including the power to convey title
thereto), title and interest, whether now owned or
hereafter acquired, in and to the property described in
the foregoing clauses (1)(A), (B), (C) and (D) granted
by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the
Trustee, the Custodian or any other agent of the
Trustee of Mortgage Notes or such other items of
property as constitute instruments, money, negotiable
documents or chattel paper shall be deemed to be
"possession by the secured party," or possession by a
purchaser or a person designated by such secured party,
for purposes of perfecting the security interest
pursuant to the Minnesota Uniform Commercial Code and
the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 9-
305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such
property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law.
The Company and, at the Company's direction,
Residential Funding and the Trustee shall, to the
extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that,
if this Agreement were deemed to create a security
interest in the Mortgage Loans, the Uncertificated
REMIC I Regular Interests, the Uncertificated REMIC II
Regular Interests, and the other property described
above, such security interest would be deemed to be a
perfected security interest of first priority under
applicable law and will be maintained as such
throughout the term of this Agreement. Without
limiting the generality of the foregoing, the Company
shall prepare and deliver to the Trustee not less than
15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for
filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as
in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans, the
Uncertificated REMIC I Regular Interests and the
Uncertificated REMIC II Regular Interests as evidenced
by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any
change of name of Residential Funding, the Company or
the Trustee (such preparation and filing shall be at
the expense of the Trustee, if occasioned by a change
in the Trustee's name), (2) any change of location of
the place of business or the chief executive office of
Residential Funding or the Company, (3) any transfer of
any interest of Residential Funding or the Company in
any Mortgage Loan, or (4) any transfer of any interest
of Residential Funding or the Company in any
Uncertificated REMIC I Regular Interest or
Uncertificated REMIC II Regular Interest.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with
respect to Mortgage Loans subject to a Custodial
Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for
purposes of such acknowledgement only, a Mortgage Note
may be endorsed in blank and an Assignment of Mortgage
may be in blank) and declares that it, or a Custodian
as its agent, holds and will hold such documents and
the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in
trust for the use and benefit of all present and future
Certificateholders. The Trustee or Custodian (such
Custodian being so obligated under a Custodial
Agreement) agrees, for the benefit of
Certificateholders, to review each Mortgage File
delivered to it pursuant to Section 2.01(b) within 45
days after the Closing Date to ascertain that all
required documents (specifically as set forth in
Section 2.01(b)), have been executed and received, and
that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed to it. Upon
delivery of the Mortgage Files by the Company or the
Master Servicer, the Trustee shall acknowledge receipt
(or, with respect to Mortgage Loans subject to a
Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such
Custodian being so obligated under a Custodial
Agreement) agrees to review each Mortgage File
delivered to it pursuant to Section 2.01(c) within 45
days after receipt thereof to ascertain that all
documents required to be delivered pursuant to such
Section have been received, and that such documents
relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed
to it.
If the Custodian, as the Trustee's agent,
finds any document or documents constituting a part of
a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify
the Master Servicer and the Company. Pursuant to
Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the
Trustee of any such omission or defect found by it in
respect of any Mortgage File held by it. The Master
Servicer shall promptly notify the related Subservicer
or Seller of such omission or defect and request that
such Subservicer or Seller correct or cure such
omission or defect within 60 days from the date the
Master Servicer was notified of such omission or defect
and, if such Subservicer or Seller does not correct or
cure such omission or defect within such period, that
such Subservicer or Seller purchase such Mortgage Loan
from REMIC I at its Purchase Price, in either case
within 90 days from the date the Master Servicer was
notified of such omission or defect. The Purchase
Price for any such Mortgage Loan, whether purchased by
the Seller or the Subservicer, shall be deposited or
caused to be deposited by the Master Servicer in the
Custodial Account maintained by it pursuant to Section
3.07 and, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may
be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by
the Master Servicer, in each case without recourse, as
shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the
case may be, any Mortgage Loan released pursuant hereto
and thereafter such Mortgage Loan shall not be part of
the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the
case may be, to so cure or purchase any Mortgage Loan
as to which a material defect in or omission of a
constituent document exists shall constitute the sole
remedy respecting such defect or omission available to
Certificateholders or the Trustee on behalf of
Certificateholders.
Section 2.03. Representations, Warranties
and Covenants of the Master
Servicer
and the Company.
(a) The Master Servicer hereby represents
and warrants to the Trustee for the benefit of
Certificateholders that:
(i) The Master Servicer is a corporation
duly organized, validly existing and in good
standing under the laws governing its creation and
existence and is or will be in compliance with the
laws of each state in which any Mortgaged Property
is located to the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance
with the terms of this Agreement;
(ii) The execution and delivery of this
Agreement by the Master Servicer and its
performance and compliance with the terms of this
Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or
constitute a default (or an event which, with
notice or lapse of time, or both, would constitute
a material default) under, or result in the
material breach of, any material contract,
agreement or other instrument to which the Master
Servicer is a party or which may be applicable to
the Master Servicer or any of its assets;
(iii) This Agreement, assuming due
authorization, execution and delivery by the
Trustee and the Company, constitutes a valid,
legal and binding obligation of the Master
Servicer, enforceable against it in accordance
with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of
creditors' rights generally and to general
principles of equity, regardless of whether such
enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default
with respect to any order or decree of any court
or any order, regulation or demand of any Federal,
state, municipal or governmental agency, which
default might have consequences that would
materially and adversely affect the condition
(financial or other) or operations of the Master
Servicer or its properties or might have
consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the
best of the Master Servicer's knowledge,
threatened against the Master Servicer which would
prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in
all material respects in the performance of this
Agreement with all reasonable rules and
requirements of each insurer under each Required
Insurance Policy;
(vii) No information, certificate of an
officer, statement furnished in writing or report
delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer,
contain any untrue statement of a material fact or
omit a material fact necessary to make the
information, certificate, statement or report not
misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing
Agreement and is or will be familiar with the
terms thereof. The terms of each existing
Subservicing Agreement and each designated
Subservicer are acceptable to the Master Servicer
and any new Subservicing Agreements will comply
with the provisions of Section 3.02.
It is understood and agreed that the representations
and warranties set forth in this Section 2.03(a) shall
survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the
Master Servicer, the Trustee or any Custodian of a
breach of any representation or warranty set forth in
this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer
shall either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document,
purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section
2.02. The obligation of the Master Servicer to cure
such breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section
2.03(a) available to the Certificateholders or the
Trustee on behalf of the Certificateholders.
(b) The Company hereby represents and
warrants to the Trustee for the benefit of
Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so
specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as
of the Cut-off Date and no Mortgage Loan has been
so delinquent more than once in the 12-month
period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F
hereto with respect to each Mortgage Loan or the
Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or
dates respecting which such information is
furnished;
(iii) The Mortgage Loans are fully-
amortizing, fixed-rate mortgage loans with level
Monthly Payments due on the first day of each
month and terms to maturity at origination or
modification of not more than 30 years;
(iv) To the best of the Company's knowledge,
if a Mortgage Loan is secured by a Mortgaged
Property with a Loan-to-Value Ratio at origination
in excess of 80%, such Mortgage Loan is the
subject of a Primary Insurance Policy that insures
that portion of the principal balance thereof that
exceeds the amount equal to 75% of the Appraised
Value of the related Mortgaged Property. To the
best of the Company's knowledge, each such Primary
Insurance Policy is in full force and effect and
the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance
Policies are insurance companies whose claims-
paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 2.0% of the Mortgage Loans
by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in California,
and 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 outside
California; Not more than 5.7% of the Mortgage
Loans by aggregate stated Principal Balance as of
the Cut-off Date are Cooperative Loans;
(vii) If the improvements securing a
Mortgage Loan are in a federally designated
special flood hazard area, flood insurance in the
amount required under the Program Guide covers the
related Mortgaged Property (either by coverage
under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment
of the Mortgage Loans to the Trustee, the Company
had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than
rights to servicing and related compensation) and
such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of
any pledge, lien, encumbrance or security
interest;
(ix) Approximately 15.0% 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) Approximately 1.1% of the Mortgage Loans
by aggregate Stated Principal Balance as of the
Cut-off Date will be Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a
qualified mortgage under Section 860G(a)(3)(A) of
the Code and Treasury Regulations Section 1.860G-
2(a)(1);
(xiii) A policy of title insurance was
effective as of the closing of each Mortgage Loan
and is valid and binding and remains in full force
and effect;
(xiv) With respect to a Mortgage Loan
that is a Cooperative Loan, the Cooperative Stock
that is pledged as security for the Mortgage Loan
is held by a person as a tenant-stockholder (as
defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in
Section 216 of the Code);
(xv) With respect to each Mortgage Loan
originated under a "streamlined" Mortgage Loan
program (through which no new or updated
appraisals of Mortgaged Properties are obtained in
connection with the refinancing thereof), the
related Seller has represented that either (a) the
value of the related Mortgaged Property as of the
date the Mortgage Loan was originated was not less
than the appraised value of such property at the
time of origination of the refinanced Mortgage
Loan or (b) the Loan-to-Value Ratio of the
Mortgage Loan as of the date of origination of the
Mortgage Loan generally meets the Company's
underwriting guidelines.
(xvi) Interest on each Mortgage Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day months; and
(xvii) None 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 in any Mortgage Loan, the party
discovering such breach shall give prompt written
notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided,
however, that in the event of a breach of the
representation and warranty set forth in Section
2.03(b)(xii), the party discovering such breach shall
give such notice within five days of discovery. Within
90 days of its discovery or its receipt of notice of
breach, the Company shall either (i) cure such breach
in all material respects or (ii) purchase such Mortgage
Loan from the Trust Fund at the Purchase Price and in
the manner set forth in Section 2.02; provided that the
Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years
following the Closing Date. Any such substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood
and agreed that the obligation of the Company to cure
such breach or to so purchase or substitute for any
Mortgage Loan as to which such a breach has occurred
and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders
or the Trustee on behalf of Certificateholders.
Notwithstanding the foregoing, the Company shall not be
required to cure breaches or purchase or substitute for
Mortgage Loans as provided in this Section 2.03(b) if
the substance of the breach of a representation set
forth above also constitutes fraud in the origination
of the Mortgage Loan.
Section 2.04. Representations and Warranties
of Sellers.
The Company, as assignee of Residential
Funding under the Assignment Agreement, hereby assigns
to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement
applicable to a Mortgage Loan. Insofar as the
Assignment Agreement or such Seller's Agreement relates
to the representations and warranties made by
Residential Funding or the related Seller in respect of
such Mortgage Loan and any remedies provided thereunder
for any breach of such representations and warranties,
such right, title and interest may be enforced by the
Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company,
the Master Servicer, the Trustee or any Custodian of a
breach of any of the representations and warranties
made in a Seller's Agreement or the Assignment
Agreement (which, for purposes hereof, will be deemed
to include any other cause giving rise to a repurchase
obligation under the Assignment Agreement) in respect
of any Mortgage Loan which materially and adversely
affects the interests of the Certificateholders in such
Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial
Agreement). The Master Servicer shall promptly notify
the related Seller or Residential Funding, as the case
may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i)
cure such breach in all material respects within 90
days from the date the Master Servicer was notified of
such breach or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner
set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential
Funding shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs within two years
following the Closing Date, except that if the breach
would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3)
of the Code, any such substitution must occur within 90
days from the date the Master Servicer was notified of
the breach if such 90 day period expires before two
years following the Closing Date. In the event that
Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted
Mortgage Loan pursuant to this Section 2.04,
Residential Funding shall deliver to the Trustee for
the benefit of the Certificateholders with respect to
such Qualified Substitute Mortgage Loan or Loans, the
original Mortgage Note, the Mortgage, an Assignment of
the Mortgage in recordable form, and such other
documents and agreements as are required by Section
2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such
month. Monthly Payments due with respect to Qualified
Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be
retained by the Master Servicer and remitted by the
Master Servicer to Residential Funding on the next
succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will
include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding
shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the
Mortgage Loan Schedule, and, if the Deleted Mortgage
Loan was a Discount Mortgage Loan, the Schedule of
Discount Fractions, for the benefit of the
Certificateholders to reflect the removal of such
Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a
Discount Loan, the amended Schedule of Discount
Fractions, to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related
Subservicing Agreement in all respects, the related
Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute
Mortgage Loan contained in the related Seller's
Agreement as of the date of substitution, and the
Company and the Master Servicer shall be deemed to have
made with respect to any Qualified Substitute Mortgage
Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in
this Section 2.04, in Section 2.03 hereof and in
Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute
for any Qualified Substitute Mortgage Loan as to which
a Repurchase Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or
more Qualified Substitute Mortgage Loans for one or
more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate
principal balance of all such Qualified Substitute
Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such
Deleted Mortgage Loans (in each case after application
of the principal portion of the Monthly Payments due in
the month of substitution that are to be distributed to
Certificateholders in the month of substitution).
Residential Funding shall deposit the amount of such
shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor.
Residential Funding shall give notice in writing to the
Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the
calculation of such shortfall and by an Opinion of
Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code or
(b) any portion of the Trust Fund to fail to qualify as
a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the
obligation of the Seller or Residential Funding, as the
case may be, to cure such breach or purchase (or in the
case of Residential Funding to substitute for) such
Mortgage Loan as to which such a breach has occurred
and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders
or the Trustee on behalf of Certificateholders. If the
Master Servicer is Residential Funding, then the
Trustee shall also have the right to give the
notification and require the purchase or substitution
provided for in the second preceding paragraph in the
event of such a breach of a representation or warranty
made by Residential Funding in the Assignment
Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential
Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect
of the Seller's Agreement and the Assignment Agreement
applicable to such Mortgage Loan.
Section 2.05. Issuance of Certificates
Evidencing Interests in REMIC
I.
The Trustee acknowledges the assignment to it
of the Mortgage Loans and the delivery of the Mortgage
Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to
it of all other assets included in REMIC I, receipt of
which is hereby acknowledged. Concurrently with such
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 Class R-I Certificates in authorized
denominations which, together with the Uncertificated
REMIC I Regular Interests, evidence ownership of REMIC
I. The rights of the Class R-I Certificateholders and
REMIC II to receive distributions from the proceeds of
REMIC I in respect of the Class R-I Certificates and
the Uncertificated REMIC I Regular Interests, and all
ownership interests of the Class R-I Certificateholders
and REMIC II in such distributions, shall be as set
forth in this Agreement.
Section 2.06. Conveyance of Uncertificated
REMIC I and REMIC II Regular
Interests; Acceptance by the
Trustee.
The Company, as of the Closing Date, and
concurrently with the execution and delivery hereof,
does hereby assign without recourse all the right,
title and interest of the Company in and to the
Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests to the
Trustee for the benefit of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3, Class B-4 and Class R-II
Certificateholders. The Trustee acknowledges receipt
of the Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests and declares
that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3, Class B-4
and Class R-II Certificateholders. The rights of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3, Class B-4
and Class R-II Certificateholders to receive distribu-
tions from the proceeds of REMIC II in respect of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3, Class B-4
and Class R-II Certificates, and all ownership
interests of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3, Class B-4 and Class R-II Certificateholders in
such distributions, shall be as set forth in this
Agreement.
Section 2.07. Issuance of Certificates
Evidencing Interest in REMIC
II.
The Trustee acknowledges the assignment to it
of the Uncertificated REMIC I Regular Interests and the
Uncertificated REMIC II Regular Interests and,
concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed
by an officer of the Company, the Trustee has executed
and caused to be authenticated and delivered to or upon
the order of the Company, the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3, Class B-4 and Class R-II
Certificates in authorized denominations evidencing
ownership of the entire REMIC II.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as
Servicer.
(a) The Master Servicer shall service and
administer the Mortgage Loans in accordance with the
terms of this Agreement and the respective Mortgage
Loans and shall have full power and authority, acting
alone or through Subservicers as provided in Section
3.02, to do any and all things which it may deem
necessary or desirable in connection with such
servicing and administration. Without limiting the
generality of the foregoing, the Master Servicer in its
own name or in the name of a Subservicer is hereby
authorized and empowered by the Trustee when the Master
Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to
execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any
and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, or of consent
to assumption or modification in connection with a
proposed conveyance, or of assignment of any Mortgage
and Mortgage Note in connection with the repurchase of
a Mortgage Loan and all other comparable instruments,
or with respect to the modification or re-recording of
a Mortgage for the purpose of correcting the Mortgage,
the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or
unit with powers of eminent domain, the taking of a
deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a
Mortgaged Property to an Insurer, the acquisition of
any property acquired by foreclosure or deed in lieu of
foreclosure, or the management, marketing and
conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged
Properties. Notwithstanding the foregoing, subject to
Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that
would both constitute a sale or exchange of such
Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full
pursuant to Section 3.13(d) hereof) and causing either
REMIC I or REMIC II to fail to qualify as such under
the Code. The Trustee shall furnish the Master
Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans.
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 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
either REMIC I or REMIC II to fail to qualify as such
under the Code. The Master Servicer shall execute and
deliver such documents only if it reasonably determines
that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or
cause the unpaid balance and interest on the Mortgage
Loan to be uncollectible in whole or in part, (ii) any
required consents of insurers under any Required
Insurance Policies have been obtained and (iii)
subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien
pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage
Loan will fully amortize over the remaining term
thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will
be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on
the Mortgage Loan, such release will not (based on the
Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance
with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or
substitution of liability as directed by the Master
Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer
shall cause the originals or true and correct copies of
the assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the
Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master
Servicer or such related Subservicer for entering into
an assumption or substitution of liability agreement
will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related
Subservicer, as the case may be, shall be entitled to
approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting
of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged
Property or other similar matters if it has determined,
exercising its good faith business judgment in the same
manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely
and full collectability of, such Mortgage Loan would
not be adversely affected thereby and that neither
REMIC I nor REMIC II would fail to continue to qualify
as a REMIC under the Code as a result thereof. Any fee
collected by the Master Servicer or the related
Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms
and conditions of this Agreement, the Trustee and
Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any
Mortgage Loan, provided the obligee with respect to
such Mortgage Loan following such proposed assignment
provides the Trustee and Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the
form attached hereto as Exhibit 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 REMIC I as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be issued to the Trustee
or to its nominee on behalf of Certificateholders.
Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage
Loan held in REMIC I until such time as the REO
Property shall be sold. Consistent with the foregoing
for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such
Mortgage Note and the related amortization schedule in
effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or
similar waiver or grace period) remain in effect.
(c) In the event that REMIC I acquires any
REO Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan,
the Master Servicer shall dispose of such REO Property
within two years after its acquisition by REMIC I for
purposes of Section 860G(a)(8) of the Code or, at the
expense of the Trust Fund, request, more than 60 days
before the day on which the two-year grace period would
otherwise expire, an extension of the two-year grace
period unless the Master Servicer obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee
and the Master Servicer, to the effect that the holding
by REMIC I of such REO Property subsequent to such two-
year period will not result in the imposition of taxes
on "prohibited transactions" as defined in Section 860F
of the Code or cause REMIC I to fail to qualify as a
REMIC at any time that any Uncertificated REMIC I
Regular Interests are outstanding, in which case REMIC
I may continue to hold such REO Property (subject to
any conditions contained in such Opinion of Counsel).
The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in
Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by REMIC I
shall be rented (or allowed to continue to be rented)
or otherwise used by or on behalf of REMIC I in such a
manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject REMIC I to the imposition of
any federal income taxes on the income earned from such
REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer
has agreed to indemnify and hold harmless REMIC I with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation,
REO Disposition or purchase or repurchase of any
Mortgage Loan pursuant to the terms of this Agreement,
as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO
Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or
the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders 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.
Section 4.02. Distributions.
(a) On each Distribution Date the Master Servicer
on behalf of the Trustee or the Paying Agent appointed
by the Trustee, shall distribute to the Master
Servicer, in the case of a distribution pursuant to
Section 4.02(a)(iii), the amount required to be
distributed to the Master Servicer or a Subservicer
pursuant to Section 4.02(a)(iii), and to each
Certificateholder of record on the next preceding
Record Date (other than as provided in Section 9.01
respecting the final distribution) either in
immediately available funds (by wire transfer or
otherwise) to the account of such Certificateholder at
a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the
Master Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified
the Master Servicer or the Paying Agent by the Record
Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate
Register such Certificateholder's share (based on the
aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such
Holder) of the following amounts, in the following
order of priority (subject to the provisions of Section
4.02(b)), in each case to the extent of the Available
Distribution Amount:
(i) to the Class A Certificateholders (other
than the Class A-7 Certificateholders, to the
extent of Class A-7 Component E) and Class R
Certificateholders on a pro rata basis based on
Accrued Certificate Interest payable thereon,
Accrued Certificate Interest on such Classes of
Certificates as applicable for such Distribution
Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous
Distribution Date, except as provided below;
provided that if such Distribution Date is on or
prior to the Accretion Termination Date, no
distribution shall be made pursuant to this clause
(i) to the Class A-7 Certificateholders (to the
extent of Accrued Certificate Interest on Class A-
7 Component G for such Distribution Date) to the
extent that Accrued Certificate Interest is not
then payable in accordance with Section 4.02(d);
(ii) (X) to the Class A-7
Certificateholders, the Class A-7 Component E
Principal Distribution Amount; and
(Y) to the Class A Certificateholders
(other than the Class A-8 Certificateholders) and
Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii)-(vii) and
(c), the sum of the following (applied to reduce
the Certificate Principal Balances of such Class A
or Class R Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the
following:
(1) the principal portion of each
Monthly Payment due during the related
Due Period on each Outstanding Mortgage
Loan (other than the related Discount
Fraction of the principal portion of
such payment with respect to a Discount
Mortgage Loan), whether or not received
on or prior to the related Determination
Date, minus the principal portion of any
Debt Service Reduction (other than the
related Discount Fraction of the
principal portion of such Debt Service
Reductions with respect to each Discount
Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance
of any Mortgage Loan repurchased during
the related Prepayment Period (or deemed
to have been so repurchased in
accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall
deposited in the Custodial Account in
connection with the substitution of a
Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related
Prepayment Period (other than the
related Discount Fraction of such Stated
Principal Balance or shortfall with
respect to a Discount Mortgage Loan);
and
(3) the principal portion of all
other unscheduled collections (other
than Principal Prepayments in Full and
Curtailments and amounts received in
connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(Y)(B),
including without limitation Insurance
Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related
Prepayment Period (or deemed to have
been so received in accordance with
Section 3.07(b)) to the extent applied
by the Master Servicer as recoveries of
principal of the related Mortgage Loan
pursuant to Section 3.14 (other than the
related Discount Fraction of the
principal portion of such unscheduled,
collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan
for which a Cash Liquidation or a REO
Disposition occurred during the related
Prepayment Period (or was deemed to have
occurred during such period in accordance
with Section 3.07(b)) and did not result in
any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the
lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated
Principal Balance, with respect to a Discount
Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution
Date times the related unscheduled
collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and
REO Proceeds) to the extent applied by the
Master Servicer as recoveries of principal of
the related Mortgage Loan pursuant to Section
3.14 (in each case other than the portion of
such unscheduled collections, with respect to
a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times
the aggregate of all Principal Prepayments in
Full and Curtailments received in the related
Prepayment Period (other than the related
Discount Fraction of such Principal
Prepayments in Full and Curtailments, with
respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal
Amount for such Distribution Date reduced by
any amounts distributed in respect of Class
A-7 Component E pursuant to Section
4.02(b)(i)(E);
(E) if such Distribution Date is on or
prior to the Accretion Termination Date, the
Accrued Certificate Interest on Class A-7
Component G that would otherwise be
distributed to the Class A-7 Certificates on
such Distribution Date, to the extent added
to the amount of such Component on such
Distribution Date in accordance with Section
4.02(d) (the "Accrual Distribution Amount");
(F) any amounts described in subsection
(ii)(Y), clauses (A), (B), (C) and (E) 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 (F) 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-7 Component E
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), (xv)
and (xvii) 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 Certifi-
cates, 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-7 Component E 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), (xv) and (xvii) 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-7 Component E
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), (xv) and (xvii) 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-7 Component E
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), (xv) and (xvii) 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-7 Component E
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of
Sections 4.02(a)(xv) and (xvii) 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-7 Component E
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of
Section 4.02(a) (xvii) are insufficient therefor,
applied in reduction of the Certificate Principal
Balance of the Class B-3 Certificates;
(xvi) to the Holders of the Class B-4
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;
(xvii) to the Holders of the Class B-4
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-7 Component E
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, applied in reduction
of the Certificate Principal Balance of the Class
B-4 Certificates;
(xviii) to the Class A (other than the Class A-8
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 sum of
the outstanding Certificate Principal Balances of
each such Class of Class A and Class R
Certificates, and thereafter, to each Class of
Class M Certificates then outstanding beginning
with such Class with the lowest numerical
designation, any portion of the Available
Distribution Amount remaining after the Class A
(other than the Class A-8 Certificateholders) 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
(xix) to the Class R-I Certificateholders, the
balance, if any, of the Available Distribution
Amount.
Notwithstanding the foregoing, on any
Distribution Date, with respect to the Class of Class B
Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the
Class B Certificates are no longer outstanding, the
Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the
Class B Certificates and Class M Certificates are no
longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date
will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to
interest shortfalls relating to Nonrecoverable Advances
as determined by the Master Servicer with respect to
the related Mortgage Loan where such Mortgage Loan has
not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A
Certificates (other than the Class A-7 Certificates, to
the extent of Class A-7 Component D and Class A-7
Component F, and the Class A-8 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-7 Certificates,
until the Certificate Principal Balance thereof is
reduced to zero, an amount (the "Class A-7
Component E 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
Discount Portion 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-7
Component E Collection Shortfalls for such
Distribution Date and the amount of any Class
A-7 Component E Collection Shortfalls
remaining unpaid for all previous
Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution
Date;
(ii) the Senior Principal Distribution Amount
less the Accrual Distribution Amount (the
"Adjusted Senior Principal Distribution Amount")
shall be distributed to the Class R-I Certificates
and Class R-II Certificates, concurrently, with
the amount to be distributed allocated to the
Class R-I Certificates and Class R-II Certificates
on a pro rata basis in proportion to their
respective Certificate Principal Balances, in
reduction of the Certificate Principal Balances of
such Certificates, until their respective
Certificate Principal Balances are reduced to
zero;
(iii) an amount equal to the lesser of
(1) the balance of the Adjusted Senior Principal
Distribution Amount remaining after the
distribution, if any, described in clause (ii)
above and (2) the aggregate amount (the "PAC I
Principal Amount") necessary to reduce the
outstanding Certificate Principal Balances of the
PAC I Certificates and the amount of the PAC I
Component to their respective Planned Principal
Balances of each such class or component for such
Distribution Date, shall be distributed in
reduction of the Certificate Principal Balances of
the classes set forth below and of the amount of
the PAC I Component set forth below as follows:
(A) first, to the Class A-1
Certificates and Class A-2 Certificates, on a
pro rata basis in proportion to their
respective Certificate Principal Balances,
until the Certificate Principal Balances
thereof have been reduced to their respective
Planned Principal Balances;
(B) second, to the Class A-3
Certificates, until the Certificate Principal
Balance thereof has been reduced to its
Planned Principal Balance; and
(C) third, to the Class A-7
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-7
Component A, until the amount of Class A-7
Component A has been reduced to its Planned
Principal Balance;
(iv) an amount equal to the lesser of
(1) the balance of the Adjusted Senior Principal
Distribution Amount remaining after the
distributions described in clauses (ii) and (iii)
above and (2) the aggregate amount (the "PAC II
Principal Amount") necessary to reduce the
outstanding Certificate Principal Balances of the
PAC II Certificates and the amount of Class A-7
Component B to their respective Planned Principal
Balances of each such class or component for such
Distribution Date, shall be distributed in
reduction of the Certificate Principal Balance of
the class set forth below and of the amount of
Class A-7 Component B set forth below as follows:
(A) first, to the Class A-4
Certificates, until the Certificate Principal
Balance thereof has been reduced to its
Planned Principal Balance; and
(B) second, to the Class A-7
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-7
Component B, until the amount of Class A-7
Component B has been reduced to its Planned
Principal Balance;
(v) an amount equal to the lesser of (1) the
balance of the Adjusted Senior Principal
Distribution Amount remaining after the
distributions, if any, described in clauses (ii),
(iii) and (iv) above and (2) the aggregate amount
(the "TAC Principal Amount") necessary to reduce
the outstanding amount of Class A-7 Component C to
its Targeted Principal Balance of such Component
for such Distribution Date, shall be distributed
in reduction of the amount of Class A-7 Component
C, until the amount of Class A-7 Component C has
been reduced to its Targeted Principal Balance;
(vi) the balance, if any, of the Adjusted
Senior Principal Distribution Amount remaining
after the distributions described in clauses (ii)
through (v) above shall be distributed as
follows:
(A) first, to the Class A-5
Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(B) second, to the Class A-7
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-7
Component C thereof, without regard to the
Targeted Principal Balance thereof, until the
amount of Class A-7 Component C has been
reduced to zero;
(C) third, to the Class A-6
Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(D) fourth, to the Class A-7
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-7
Component G thereof, until the amount of
Class A-7 Component G has been reduced to
zero;
(E) fifth, to the Class A-4
Certificates, without regard to the Planned
Principal Balance thereof, until the
Certificate Principal Balance thereof has
been reduced to zero;
(F) sixth, to the Class A-7
Certificates with the amount so distributed
to be allocated in reduction of Class A-7
Component B thereof, without regard to the
Planned Principal Balance thereof, until the
amount of Class A-7 Component B has been
reduced to zero;
(G) seventh, to the Class A-1
Certificates and Class A-2 Certificates,
concurrently, on a pro rata basis in
proportion to the respective outstanding
Certificate Principal Balances thereof,
without regard to their Planned Principal
Balances, until the Certificate Principal
Balances of the Class A-1 Certificates and
Class A-2 Certificates have been reduced to
zero;
(H) eighth, to the Class A-3
Certificates, without regard to the Planned
Principal Balance thereof, until the
Certificate Principal Balance thereof has
been reduced to zero; and
(I) ninth, to the Class A-7
Certificates, with the amount so distributed
to be allocated in reduction of Class A-7
Component A thereof, without regard to the
Planned Principal Balance thereof, until the
amount of Class A-7 Component A has been
reduced to zero;
(vii) an amount equal to the Accrual
Distribution Amount shall be distributed as
follows:
(A) first, to the Class A-6
Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(B) second, to the Class A-7
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-7
Component C (without regard to its Targeted
Principal Balance), until the amount thereof
has been reduced to zero; and
(C) third, to the Class A-5
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 Class A
Certificates (other than the Class A-7 Certificates, to
the extent of Class A-7 Component E) and the Class R
Certificates will be disregarded and an amount equal to
the Discount Fraction of the principal portion of
scheduled payments and unscheduled collections received
or advanced in respect of Discount Mortgage Loans will
be distributed to the Class A-7 Certificates, to the
extent of Class A-7 Component E, and the Senior
Principal Distribution Amount will be distributed to
the Class A Certificates (other than the Class A-7
Certificates, to the extent of Class A-7 Component E)
and Class R Certificates pro rata in accordance with
their respective outstanding Certificate Principal
Balances.
(d) On each Distribution Date prior to the
Accretion Termination Date, an amount equal to the
Accrued Certificate Interest that would otherwise be
distributed on the Class A-7 Certificates in respect of
Class A-7 Component G shall be added to the amount of
such Component; provided that if the Accretion
Termination Date is the Credit Support Depletion Date,
the entire amount of Accrued Certificate Interest on
Class A-7 Component G for such Distribution Date will
be paid in respect of Class A-7 Component G to the
Holders of the Class A-7 Certificates. On and after
the Accretion Termination Date, the entire amount of
Accrued Certificate Interest on Class A-7 Component G
for such Distribution Date shall be payable in respect
of Class A-7 Component G to the Holders of the Class A-
7 Certificates to the extent not required to fully
retire the Class A-6 Certificates or Class A-5
Certificates or reduce the amount of Class A-7
Component C to zero on such Accretion Termination Date.
Any such Accrued Certificate Interest on Class A-7
Component G which is required to be paid to the holders
of the Class A-5 and Class A-6 Certificates and Class
A-7 Component C on the Accretion Termination Date will
be added to the amount of Class A-7 Component G in the
manner described in the first sentence of this Section
4.02(d).
(e) In addition to the foregoing distributions,
with respect to any Mortgage Loan that was previously
the subject of a Cash Liquidation or an REO Disposition
that resulted in a Realized Loss, in the event that
within two years of the date on which such Realized
Loss was determined to have occurred the Master
Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries
(net of any related liquidation expenses), or
determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically
related to such Mortgage Loan (including, but not
limited to, recoveries in respect of the
representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement),
the Master Servicer shall distribute such amounts to
the applicable Certificateholders of the Class or
Classes to which such Realized Loss was allocated (with
the amounts to be distributed allocated among such
Classes in the same proportions as such Realized Loss
was allocated), subject to the following: No such
distribution shall be in an amount that would result in
total distributions on the Certificates of any such
Class in excess of the total amounts of principal and
interest that would have been distributable thereon if
such Cash Liquidation or REO Disposition had occurred
but had resulted in a Realized Loss equal to zero.
Notwithstanding the foregoing, no such distribution
shall be made with respect to the Certificates of any
Class to the extent that either (i) such Class was
protected against the related Realized Loss pursuant to
any instrument or fund established under Section
11.01(e) or (ii) such Class of Certificates has been
deposited into a separate trust fund or other
structuring vehicle and separate certificates or other
instruments representing interests therein have been
issued in one or more classes, and any of such separate
certificates or other instruments was protected against
the related Realized Loss pursuant to any limited
guaranty, payment obligation, irrevocable letter of
credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof.
Any amount to be so distributed with respect to the
Certificates of any Class shall be distributed by the
Master Servicer to the Certificateholders of record as
of the Record Date immediately preceding the date of
such distribution, on a pro rata basis based on the
Percentage Interest represented by each Certificate of
such Class as of such Record Date. Any amounts to be
so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no
longer assets of the Trust Fund.
(f) 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.
(g) Except as otherwise provided in Section
9.01, if the Master Servicer anticipates that a final
distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in
the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two
(2) Business Days after such Determination Date, mail
on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the
Trustee anticipates that the final distribution with
respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and
surrender of such Certificates at the office of the
Trustee or as otherwise specified therein, and (ii) no
interest shall accrue on such Certificates from and
after the end of the prior calendar month. In the
event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not
surrender their Certificates for final cancellation,
the Trustee shall cause funds distributable with
respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow
account for the benefit of such Certificateholders as
provided in Section 9.01(d).
Section 4.03. Statements to
Certificateholders.
(a) Concurrently with each distribution
charged to the Certificate Account and with respect to
each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by
mail to each Holder and the Company a statement setting
forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to
the Certificateholders of such Class applied to
reduce the Certificate Principal Balance thereof,
and (b) the aggregate amount included therein
representing Principal Prepayments;
(ii) the amount of such distribution to
Holders of such Class of Certificates allocable to
interest;
(iii) if the distribution to the Holders of
such Class of Certificates is less than the full
amount that would be distributable to such Holders
if there were sufficient funds available therefor,
the amount of the shortfall;
(iv) the amount of any Advance by the Master
Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal
Balance of the Mortgage Loans after giving effect
to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal
Balance of each Class of Certificates, and each of
the Senior, Class M 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 Pass-Through Rate on the Class A-8
Certificates for such Distribution Date, and the
rate at which interest accrued on Class A-7
Component D and Class A-7 Component F, and the
Notional Amounts of Class A-7 Component D and the
Class A-8 Certificates;
(xiii) the occurrence of the Credit Support
Depletion Date and the Accretion Termination Date;
(xiv) the Senior Accelerated Distribution
Percentage applicable to such distribution;
(xv) the Senior Percentage for such
Distribution Date;
(xvi) the aggregate amount of Realized Losses
for such Distribution Date;
(xvii) the aggregate amount of any recoveries
on previously foreclosed loans from Sellers due to
a breach of representation or warranty;
(xviii) the weighted average remaining term to
maturity of the Mortgage Loans after giving effect
to the amounts distributed on such Distribution
Date; and
(xix) the weighted average Mortgage Rates of
the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date.
In the case of information furnished pursuant to
clauses (i) and (ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement
provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any
manager of a trust fund consisting of some or all of
the Certificates, upon reasonable request, such
additional information as is reasonably obtainable by
the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after
the end of each calendar year, the Master Servicer
shall prepare, or cause to be prepared, and the Trustee
shall forward, or cause to be forwarded, to each Person
who at any time during the calendar year was the Holder
of a Certificate, other than a Class R Certificate, a
statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated
for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such
obligation of the Master Servicer and Trustee shall be
deemed to have been satisfied to the extent that
substantially comparable information shall be provided
by the Master Servicer and Trustee pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after
the end of each calendar year, the Master Servicer
shall prepare, or cause to be prepared, and the Trustee
shall forward, or cause to be forwarded, to each Person
who at any time during the calendar year was the Holder
of a Class R Certificate, a statement containing the
applicable distribution information provided pursuant
to this Section 4.03 aggregated for such calendar year
or applicable portion thereof during which such Person
was the Holder of a Class R Certificate. Such
obligation of the Master Servicer and Trustee shall be
deemed to have been satisfied to the extent that
substantially comparable information shall be provided
by the Master Servicer and Trustee pursuant to any
requirements of the Code.
(d) Upon the written request of any
Certificateholder, the Master Servicer, as soon as
reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary
and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the
Trustee and the Company;
Advances by the Master
Servicer.
(a) Prior to the close of business on the
Business Day next succeeding each Determination Date,
the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the
information in such statement to be made available to
Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount and
(ii) the amounts required to be withdrawn from the
Custodial Account and deposited into the Certificate
Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of
Section 4.01(a). The determination by the Master
Servicer of such amounts shall, in the absence of
obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee shall be
protected in relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on
each Certificate Account Deposit Date, the Master
Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor
from the Subservicers, an amount equal to the Advances
to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an
aggregate amount equal to the aggregate amount of
Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of
any related Debt Service Reductions or reductions in
the amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act
of 1940, as amended, or similar legislation or
regulations then in effect, on the Outstanding Mortgage
Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as
of the related Determination Date; provided that no
Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future
Distribution in discharge of any such Advance, or (iii)
make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any
portion of the Amount Held for Future Distribution so
used shall be replaced by the Master Servicer by
deposit in the Certificate Account on or before 11:00
A.M. New York time on any future Certificate Account
Deposit Date to the extent that funds attributable to
the Mortgage Loans that are available in the Custodial
Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on
the following Distribution Date. The Master Servicer
shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has
been deposited in the Custodial Account on or before
such Distribution Date as part of the Advance made by
the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section
4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific
Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be made, to the extent
practicable, to Monthly Payments which have been
delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of
reimbursement to the Master Servicer from recoveries on
related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that
it has made a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a
certificate of a Servicing Officer delivered to the
Seller and the Trustee.
In the event that the Master Servicer
determines as of the Business Day preceding any
Certificate Account Deposit Date that it will be unable
to deposit in the Certificate Account an amount equal
to the Advance required to be made for the immediately
succeeding Distribution Date, it shall give notice to
the Trustee of its inability to advance (such notice
may be given by telecopy), not later than 3:00 P.M.,
New York time, on such Business Day, specifying the
portion of such amount that it will be unable to
deposit. Not later than 3:00 P.M., New York time, on
the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the
Trustee shall have been notified in writing (by
telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such
portion of the amount of the Advance as to which the
Master Servicer shall have given notice pursuant to the
preceding sentence, pursuant to Section 7.01, (a)
terminate all of the rights and obligations of the
Master Servicer under this Agreement in accordance with
Section 7.01 and (b) assume the rights and obligations
of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an
amount equal to the Advance for the immediately
succeeding Distribution Date.
The Trustee shall deposit all funds it
receives pursuant to this Section 4.04 into the
Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master
Servicer shall determine the total amount of Realized
Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient
Valuation or REO Disposition that occurred during the
related Prepayment Period. The amount of each Realized
Loss shall be evidenced by an Officers' Certificate.
All Realized Losses, other than Excess Special Hazard
Losses, Extraordinary Losses, Excess Bankruptcy Losses
or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-4 Certificates until the
Certificate Principal Balance thereof has been reduced
to zero; second, to the Class B-3 Certificates until
the Certificate Principal Balance thereof has been
reduced to zero; third, to the Class B-2 Certificates
until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class B-1
Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class
M-3 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the
Class M-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; seventh, 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-7 Certificates,
to the extent of Class A-7 Component E, 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-7 Certificates to
the extent of Class A-7 Component E) and Class R
Certificates on a pro rata basis, as described below.
Any Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and Extraordinary Losses on
Non-Discount Mortgage Loans will be allocated among the
Class A (other than the Class A-7 Certificates, to the
extent of Class A-7 Component E) and Class M, Class B
and Class R Certificates on a pro rata basis, as
described below. The principal portion of such losses
on Discount Mortgage Loans will be allocated to the
Class A-7 Certificates in an amount equal to the
related Discount Fraction thereof, and the remainder of
such losses on Discount Mortgage Loans will be
allocated among the Class A Certificates (other than
the Class A-7 Certificates, to the extent of Class A-7
Component E), Class M, Class B and Class R Certificates
on a pro rata basis, as described below.
As used herein, an allocation of a Realized
Loss on a "pro rata basis" among two or more specified
Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to
each such Class of Certificates on the basis of their
then outstanding Certificate Principal Balances prior
to giving effect to distributions to be made on such
Distribution Date in the case of the principal portion
of a Realized Loss or based on the Accrued Certificate
Interest thereon (without regard to any Compensating
Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss; provided that in
determining the Certificate Principal Balance of the
Class A-7 Certificates for the purpose of allocating
any portion of a Realized Loss thereto, the amount of
the Class A-7 Component G shall be deemed to be the
lesser of (i) the original amount of such component and
(ii) the amount of such component prior to giving
effect to distributions to be made on such Distribution
Date. 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 (any such amount so allocated
to the Class A-7 Certificates (other than amounts so
allocated in respect of the Discount Portion of the
Discount Mortgage Loans, which shall be allocated to
Class A-7 Component E) to be allocated to Class A-7
Component A, Class A-7 Component B, Class A-7 Component
C and Class A-7 Component G on a pro rata basis) 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 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.
Section 4.08. Distributions on the
Uncertificated REMIC I and
REMIC II Regular Interests.
(a) On each Distribution Date the Trustee
shall be deemed to distribute to itself, as the holder
of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular Interest Distribution
Amounts in the following order of priority to the
extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates
pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the
Uncertificated REMIC I Regular Interests for such
Distribution Date, plus any Uncertificated Accrued
Interest thereon remaining unpaid from any
previous Distribution Date; and
(ii) In accordance with the priority set
forth in Section 4.08(b), an amount equal to the
sum of the amounts in respect of principal
distributable on the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-6, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3, Class
B-4 and Class R-II Certificates and Class A-7
Component A, Class A-7 Component B, Class A-7
Component C, Class A-7 Component E and Class A-7
Component G under Section 4.02(a), as allocated
thereto pursuant to Section 4.02(b).
(b) The amount described in Section
4.08(a)(ii) shall be deemed distributed to (i)
Uncertificated REMIC I Regular Interest V, (ii)
Uncertificated REMIC I Regular Interest W, (iii)
Uncertificated REMIC I Regular Interest X and (iv)
Uncertificated REMIC I Regular Interest Y with the
amount to be distributed allocated among such interests
in accordance with the priority assigned to the (i)
Class A-1 and Class A-2 Certificates, (ii) Class A-3
Certificates, (iii) Class A-7 Component E, and (iv)
Class A-5, Class A-6, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3, Class B-4 and Class R-
II Certificates and Class A-7 Component A, Class A-7
Component B, Class A-7 Component C and Class A-7
Component G, respectively, under Section 4.02(b) until
the Uncertificated Principal Balance of each such
interest is reduced to zero.
(c) The portion of the Uncertificated REMIC
I Regular Interest Distribution Amounts described in
Section 4.08(a)(ii) shall be deemed distributed by
REMIC I to REMIC II in accordance with the priority
assigned to the REMIC II Certificates relative to that
assigned to the REMIC I Certificates under Section
4.02(b).
(d) In determining from time to time the
Uncertificated REMIC I Regular Interest V Distribution
Amount, Uncertificated REMIC I Regular Interest W
Distribution Amount, Uncertificated REMIC I Regular
Interest X Distribution Amount, Uncertificated REMIC I
Regular Interest Y Distribution Amount, Uncertificated
REMIC I Regular Interests Z Distribution Amounts and
Uncertificated REMIC II Regular Interest Distribution
Amounts, Realized Losses allocated to the Class A-1 and
Class A-2 Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular
Interest V; Realized Losses allocated to the Class A-3
Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest W;
Realized Losses allocated to the Class A-7 Component E
under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest X, Realized
Losses allocated to the Class A-5, Class A-6, Class A-7
(to the extent of all of the Components thereof other
than Class A-7 Component E), Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3, Class B-4,
Class R-I and Class R-II Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC
I Regular Interest Y; and Realized Losses allocated to
the Class A-8 Certificates and Class A-7 Component F
under Section 4.05 shall be deemed allocated to the
Uncertificated REMIC I Regular Interests Z and to the
Uncertificated REMIC II Regular Interests.
(e) On each Distribution Date the Trustee
shall be deemed to distribute from REMIC II, in the
priority set forth in Sections 4.02(a) and (b), to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Uncertificated REMIC II Regular
Interests, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3, Class B-4 and Class R-II
Certificates the amounts distributable thereon, from
the Uncertificated REMIC I Regular Interest
Distribution Amounts deemed to have been received by
REMIC II from REMIC I under this Section 4.08. The
amount deemed distributable hereunder with respect to
the Class A-8 Certificates shall equal 100% of the
amounts payable with respect to the Uncertificated
REMIC II Regular Interests.
(f) Notwithstanding the deemed distributions
on the Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests described in
this Section 4.08, distributions of funds from the
Certificate Account shall be made only in accordance
with Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class
R Certificates, respectively, shall be substantially in
the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by
the Trustee to the Certificate Registrar for
authentication and delivery to or upon the order of the
Company upon receipt by the Trustee or one or more
Custodians of the documents specified in Section 2.01.
The Certificates, other than the Class A-8, Class R-I,
Class R-II, Class B-2 and Class B-3 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 and Class B-4 Certificates) and integral
multiples of $1 (or $1,000 in the case of the Class A-7
and Class M-1 Certificates) in excess thereof, except
that one Certificate of each of the Class A-7, Class M-
1, Class M-2, Class M-3, Class B-1 and Class B-4
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-7: $ 25,137.00
Class M-1: 25,663.00
Class M-2: 250,998.00
Class M-3: 250,831.00
Class B-1: 250,299.00
Class B-4: 250,337.16
The Class B-2 and Class B-3 Certificates
shall be issuable in a single denomination of
$248,133.00 and $124,068.00, respectively. The Class A-
8, Class R-I and Class R-II Certificates shall be
issuable in minimum denominations of not less than a
20% Percentage Interest; provided, however, that one
Class R-I and one Class R-II Certificate will be
issuable to Residential Funding as "tax matters person"
pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not
less than 0.01%.
The Certificates shall be executed by manual
or facsimile signature on behalf of an authorized
officer of the Trustee. Certificates bearing the
manual or facsimile signatures of individuals who were
at any time the proper officers of the Trustee shall
bind the Trustee, notwithstanding that such individuals
or any of them have ceased to hold such offices prior
to the authentication and delivery of such Certificate
or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a
certificate of authentication substantially in the form
provided for herein executed by the Certificate
Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All
Certificates shall be dated the date of their
authentication.
(b) The Class A Certificates, other than the
Class A-7 and Class A-8 Certificates, shall initially
be issued as one or more Certificates registered in the
name of the Depository or its nominee and, except as
provided below, registration of such Certificates may
not be transferred by the Trustee except to another
Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold
their respective Ownership Interests in and to each of
the Class A Certificates, other than the Class A-7 and
Class A-8 Certificates, through the book-entry
facilities of the Depository and, except as provided
below, shall not be entitled to Definitive Certificates
in respect of such Ownership Interests. All transfers
by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made
in accordance with the procedures established by the
Depository Participant or brokerage firm representing
such Certificate Owner. Each Depository Participant
shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the
Company may for all purposes (including the making of
payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the
authorized representative of the Certificate Owners
with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights
of Certificateholders hereunder. The rights of
Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to
those established by law and agreements between such
Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners.
Multiple requests and directions from, and votes of,
the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee
may establish a reasonable record date in connection
with solicitations of consents from or voting by
Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in
writing that the Depository is no longer willing or
able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option
advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository,
the Trustee shall notify all Certificate Owners,
through the Depository, of the occurrence of any such
event and of the availability of Definitive
Certificates to Certificate Owners requesting the same.
Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by
registration instructions from the Depository for
registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the
Master Servicer nor the Trustee shall be liable for any
actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of
such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all
references herein to obligations imposed upon or to be
performed by the Company in connection with the
issuance of the Definitive Certificates pursuant to
this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the
Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders
hereunder.
Section 5.02. Registration of Transfer
and Exchange of Certificates.
(a) The Trustee shall cause to be kept at
one of the offices or agencies to be appointed by the
Trustee in accordance with the provisions of Section
8.12 a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein
provided. The Trustee is initially appointed
Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate
Registrar, or the Trustee, shall provide the Master
Servicer with a certified list of Certificateholders as
of each Record Date prior to the related Determination
Date.
(b) Upon surrender for registration of
transfer of any Certificate at any office or agency of
the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class A-7, Class
A-8, 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 A-7, Class M or Class B
Certificate shall be made unless such transfer, sale,
pledge or other disposition is exempt from the
registration requirements of the Securities Act of
1933, as amended, and any applicable state securities
laws or is made in accordance with said Act and laws.
Except as provided in Section 5.02(e), in the event
that a transfer of a Class A-7, Class M or 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) The first transfer of any Class A-7 or
Class M Certificate by the first Holder that is not an
Affiliate of the Company may only be made if the
prospective transferee of such a Certificate provides
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; provided,
however, that notwithstanding the foregoing, the
transferees of the Class A-7, Class M-1, Class M-2 and
Class M-3 Certificates in the aggregate who purchased
from the first Holder that was not an Affiliate of the
Company may include three institutional accredited
investors who purchased in compliance with Section
5.02(d)(i). Such transfers shall be deemed to have
complied with the requirements of Section 5.02(d). The
Holder of such a Certificate desiring to effect such
transfer does hereby agree to indemnify the Trustee,
the Company, the Master Servicer and the Certificate
Registrar against any liability that may result if
transfer is not made in accordance with this Agreement.
Each Holder of such a Certificate on the Closing Date
does hereby agree that it will comply with the
requirements of this Section 5.02(e) in connection with
the transfer of any such Certificate.
(f) In the case of any Class M, Class B or
Class R Certificate presented for registration in the
name of an employee benefit plan or other plan subject
to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), an
investment manager, a named fiduciary or a trustee of
any such plan or any other Person who is using "plan
assets" of any such plan to effect such acquisition,
unless otherwise directed by the Company, the Trustee
shall require an Opinion of Counsel acceptable to and
in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the
purchase or holding of a Class M, Class B or Class R
Certificate is permissible under applicable law, will
not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975
of the Code, and will not subject the Trustee, the
Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement or any other liability,
which Opinion of Counsel shall not be an expense of the
Trustee, the Company or the Master Servicer. The
Trustee may (unless otherwise directed by the Company)
require that any prospective transferee of a Class M,
Class B or Class R Certificate provide such
certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or
the Person in whose name such registration is requested
is not an employee benefit plan or other plan subject
to the prohibited transaction provisions of ERISA or
Section 4975 of the Code, an investment manager, a
named fiduciary or a trustee of any such plan, or any
other Person who is using "plan assets" of any such
plan to effect such acquisition.
(g)(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-I or Class R-II Certificate.
The Trustee shall be under no liability to any Person
for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this
Section 5.02(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.
(h) No service charge shall be made for any
transfer or exchange of Certificates of any Class, but
the Trustee may require payment of a sum sufficient to
cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of
Certificates.
(i) All Certificates surrendered for
transfer and exchange shall be destroyed by the
Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates.
If (i) any mutilated Certificate is
surrendered to the Certificate Registrar, or the
Trustee and the Certificate Registrar receive evidence
to their satisfaction of the destruction, loss or theft
of any Certificate, and (ii) there is delivered to the
Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the
Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser,
the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and
Percentage Interest but bearing a number not
contemporaneously outstanding. Upon the issuance of
any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the
fees and expenses of the Trustee and the Certificate
Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate
for registration of transfer, the Company, the Master
Servicer, the Trustee, the Certificate Registrar and
any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 4.02 and
for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Company, the
Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(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 Holders
of Certificates of any Class any distribution
required to be made under the terms of the
Certificates of such Class and this Agreement and,
in either case, such failure shall continue
unremedied for a period of 5 days after the date
upon which written notice of such failure,
requiring such failure to be remedied, shall have
been given to the Master Servicer by the Trustee
or the Company or to the Master Servicer, the
Company and the Trustee by the Holders of
Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to
observe or perform in any material respect any
other of the covenants or agreements on the part
of the Master Servicer contained in the
Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a
period of 30 days (except that such number of days
shall be 15 in the case of a failure to pay the
premium for any Required Insurance Policy) after
the date on which written notice of such failure,
requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company
and the Trustee by the Holders of Certificates of
any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 25%; or
(iii) a decree or order of a court or
agency or supervisory authority having
jurisdiction in the premises in an involuntary
case under any present or future federal or state
bankruptcy, insolvency or similar law or
appointing a conservator or receiver or liquidator
in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against
the Master Servicer and such decree or order shall
have remained in force undischarged or unstayed
for a period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master
Servicer or of, or relating to, all or
substantially all of the property of the Master
Servicer; or
(v) the Master Servicer shall admit in
writing its inability to pay its debts generally
as they become due, file a petition to take
advantage of, or commence a voluntary case under,
any applicable insolvency or reorganization
statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the
Trustee pursuant to Section 4.04(b) that it is
unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses
(i)-(v) of this Section shall occur, then, and in each
and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the
Trustee may, and at the direction of Holders of
Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the
Master Servicer (and to the Company if given by the
Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its
rights as a Certificateholder hereunder. If an Event
of Default described in clause (vi) hereof shall occur,
the Trustee shall, by notice to the Master Servicer and
the Company, immediately terminate all of the rights
and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section
4.04(b). On or after the receipt by the Master
Servicer of such written notice, all authority and
power of the Master Servicer under this Agreement,
whether with respect to the Certificates (other than as
a Holder thereof) or the Mortgage Loans or otherwise,
shall subject to Section 7.02 pass to and be vested in
the Trustee or the Trustee's designee appointed
pursuant to Section 7.02; and, without limitation, the
Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all
other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise.
The Master Servicer agrees to cooperate with the
Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder,
including, without limitation, the transfer to the
Trustee or its designee for administration by it of all
cash amounts which shall at the time be credited to the
Custodial Account or the Certificate Account or
thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master
Servicer for any liability that it would otherwise have
hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the
activities of Residential Funding in its capacity as
Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a
Monthly Payment on a Mortgage Loan which was due prior
to the notice terminating Residential Funding's rights
and obligations as Master Servicer hereunder and
received after such notice, that portion to which
Residential Funding would have been entitled pursuant
to Sections 3.10(a)(ii), (vi) and (vii) as well as its
Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the
entitlement to which arose prior to the termination of
its activities hereunder. Upon the termination of
Residential Funding as Master Servicer hereunder the
Company shall deliver to the Trustee a copy of the
Program Guide.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer
receives a notice of termination pursuant to Section
7.01 or resigns in accordance with Section 6.04, the
Trustee or, upon notice to the Company and with the
Company's consent (which shall not be unreasonably
withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in
all respects to the Master Servicer in its capacity as
servicer under this Agreement and the transactions set
forth or provided for herein and shall be subject to
all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer (except
for the responsibilities, duties and liabilities
contained in Sections 2.02 and 2.03(a), excluding the
duty to notify related Subservicers or Sellers as set
forth in such Sections, and its obligations to deposit
amounts in respect of losses incurred prior to such
notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant
to Sections 3.07(c) and 4.01(b) by the terms and
provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide
information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to
all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to
the Custodial Account or the Certificate Account if the
Master Servicer had continued to act hereunder and, in
addition, shall be entitled to the income from any
Permitted Investments made with amounts attributable to
the Mortgage Loans held in the Custodial Account or the
Certificate Account. If the Trustee has become the
successor to the Master Servicer in accordance with
Section 6.04 or Section 7.01, then notwithstanding the
above, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint,
any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage
servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master
Servicer hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the
Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the
Trustee may make such arrangements for the compensation
of such successor out of payments on Mortgage Loans as
it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that
permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor
shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such
succession. The Servicing Fee for any successor Master
Servicer appointed pursuant to this Section 7.02 will
be lowered with respect to those Mortgage Loans, if
any, where the Subservicing Fee accrues at a rate of
less than 0.20% per annum in the event that the
successor Master Servicer is not servicing such
Mortgage Loans directly and it is necessary to raise
the related Subservicing Fee to a rate of 0.20% per
annum in order to hire a Subservicer with respect to
such Mortgage Loans.
Section 7.03. Notification to
Certificateholders.
(a) Upon any such termination or appointment
of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to
Certificateholders at their respective addresses
appearing in the Certificate Register.
(b) Within 60 days after the occurrence of
any Event of Default, the Trustee shall transmit by
mail to all Holders of Certificates notice of each such
Event of Default hereunder known to the Trustee, unless
such Event of Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the
Voting Rights of Certificates affected by a default or
Event of Default hereunder, may waive such default or
Event of Default; provided, however, that (a) a default
or Event of Default under clause (i) of Section 7.01
may be waived only by all of the Holders of
Certificates affected by such default or Event of
Default and (b) no waiver pursuant to this Section 7.04
shall affect the Holders of Certificates in the manner
set forth in Section 11.01(b)(i), (ii) or (iii). Upon
any such waiver of a default or Event of Default by the
Holders representing the requisite percentage of Voting
Rights of Certificates affected by such default or
Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been
remedied for every purpose hereunder. No such waiver
shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon
except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of
an Event of Default and after the curing of all Events
of Default which may have occurred, undertakes to
perform such duties and only such duties as are
specifically set forth in this Agreement. In case an
Event of Default has occurred (which has not been cured
or waived), the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and
use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own
affairs.
(b) The Trustee, upon receipt of all
resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments
furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of
this Agreement, shall examine them to determine whether
they conform to the requirements of this Agreement.
The Trustee shall notify the Certificateholders of any
such documents which do not materially conform to the
requirements of this Agreement in the event that the
Trustee, after so requesting, does not receive
satisfactorily corrected documents.
The Trustee shall forward or cause to be
forwarded in a timely fashion the notices, reports and
statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The
Trustee shall furnish in a timely fashion to the Master
Servicer such information as the Master Servicer may
reasonably request from time to time for the Master
Servicer to fulfill its duties as set forth in this
Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so
as to maintain the status of both REMIC I and REMIC II
as REMICs under the REMIC Provisions and to prevent the
imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on
either REMIC I or REMIC II to the extent that
maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are
reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be
construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act
or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or waiver of all
such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be
determined solely by the express provisions of
this Agreement, the Trustee shall not be liable
except for the performance of such duties and
obligations as are specifically set forth in this
Agreement, no implied covenants or obligations
shall be read into this Agreement against the
Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the
correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the
Trustee by the Company or the Master Servicer and
which on their face, do not contradict the
requirements of this Agreement;
(ii) The Trustee shall not be personally
liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers
of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the
pertinent facts;
(iii) The Trustee shall not be personally
liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in
accordance with the direction of
Certificateholders of any Class holding
Certificates which evidence, as to such Class,
Percentage Interests aggregating not less than 25%
as to the time, method and place of conducting any
proceeding for any remedy available to the
Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with
knowledge of any default (other than a default in
payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an Event of Default
under clauses (iii), (iv) and (v) of Section 7.01
unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or
event or the Trustee receives written notice of
such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or
any Certificateholder; and
(v) Except to the extent provided in Section
7.02, no provision in this Agreement shall require
the Trustee to expend or risk its own funds
(including, without limitation, the making of any
Advance) or otherwise incur any personal financial
liability in the performance of any of its duties
as Trustee hereunder, or in the exercise of any of
its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of
funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its
own funds, the amount of any and all federal, state and
local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A)
"prohibited transaction" penalty taxes as defined in
Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions
to a REMIC after the Closing Date imposed by Section
860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of
the Code, but only if such taxes arise out of a breach
by the Trustee of its obligations hereunder, which
breach constitutes negligence or willful misconduct of
the Trustee.
Section 8.02. Certain Matters Affecting the
Trustee.
(a) Except as otherwise provided in Section
8.01:
(i) The Trustee may rely and shall be
protected in acting or refraining from acting upon
any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement,
instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have
been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with
counsel and any Opinion of Counsel shall be full
and complete authorization and protection in
respect of any action taken or suffered or omitted
by it hereunder in good faith and in accordance
with such Opinion of Counsel;
(iii) The Trustee shall be under no
obligation to exercise any of the trusts or powers
vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction
of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such
Certificateholders shall have offered to the
Trustee reasonable security or indemnity against
the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained
herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise
such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor
would exercise or use under the circumstances in
the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally
liable for any action taken, suffered or omitted
by it in good faith and believed by it to be
authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event
of Default hereunder and after the curing of all
Events of Default which may have occurred, the
Trustee shall not be bound to make any
investigation into the facts or matters stated in
any resolution, certificate, statement,
instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or
document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing,
as to such Class, Percentage Interests,
aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to
the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the
security afforded to it by the terms of this
Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a
condition to so proceeding. The reasonable
expense of every such examination shall be paid by
the Master Servicer, if an Event of Default shall
have occurred and is continuing, and otherwise by
the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the
trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents
or attorneys; and
(vii) To the extent authorized under
the Code and the regulations promulgated
thereunder, each Holder of a Class R Certificate
hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of
signing any Tax Returns required to be filed on
behalf of the Trust Fund. The Trustee shall sign
on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns
prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined
by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee
for signing any such Tax Returns that contain
errors or omissions.
(b) Following the issuance of the
Certificates, the Trustee shall not accept any
contribution of assets to the Trust Fund unless it
shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will
not (i) cause either REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificates
are outstanding or (ii) cause the Trust Fund to be
subject to any federal tax as a result of such
contribution (including the imposition of any federal
tax on "prohibited transactions" imposed under Section
860F(a) of the Code).
Section 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans.
The recitals contained herein and in the
Certificates (other than the execution of the
Certificates and relating to the acceptance and receipt
of the Mortgage Loans) shall be taken as the statements
of the Company or the Master Servicer as the case may
be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of
the Certificates (except that the Certificates shall be
duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or
related document. Except as otherwise provided herein,
the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of
any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any
funds paid to the Company or the Master Servicer in
respect of the Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate
Account by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other
capacity may become the owner or pledgee of
Certificates with the same rights it would have if it
were not Trustee.
Section 8.05. Master Servicer to Pay
Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees
to pay to the Trustee and any co-trustee from time to
time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all
services rendered by each of them in the execution of
the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder
of the Trustee and any co-trustee, and the Master
Servicer will pay or reimburse the Trustee and any co-
trustee upon request for all reasonable expenses,
disbursements and advances incurred or made by the
Trustee or any co-trustee in accordance with any of the
provisions of this Agreement (including the reasonable
compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ,
and the expenses incurred by the Trustee or any co-
trustee in connection with the appointment of an office
or agency pursuant to Section 8.12) except any such
expense, disbursement or advance as may arise from its
negligence or bad faith.
(b) The Master Servicer agrees to indemnify
the Trustee for, and to hold the Trustee harmless
against, any loss, liability or expense incurred
without negligence or willful misconduct on its part,
arising out of, or in connection with, the acceptance
and administration of the Trust Fund, including the
costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in
connection with the exercise or performance of any of
its powers or duties under this Agreement, provided
that:
(i) with respect to any such claim, the
Trustee shall have given the Master Servicer
written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its
own defense, the Trustee shall cooperate and
consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in
this Agreement to the contrary, the Master
Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the
prior consent of the Master Servicer which consent
shall not be unreasonably withheld.
No termination of this Agreement shall affect the
obligations created by this Section 8.05(b) of the
Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the
indemnification provided by the Master Servicer in this
Section 8.05(b) shall not pertain to any loss,
liability or expense of the Trustee, including the
costs and expenses of defending itself against any
claim, incurred in connection with any actions taken by
the Trustee at the direction of Certificateholders
pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for
Trustee.
The Trustee hereunder shall at all times be a
corporation or a national banking association having
its principal office in a state and city acceptable to
the Company and organized and doing business under the
laws of such state or the United States of America,
authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or
examination by federal or state authority. If such
corporation or national banking association publishes
reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this
Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of
condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with
the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect
specified in Section 8.07.
Section 8.07. Resignation and Removal of the
Trustee.
(a) The Trustee may at any time resign and
be discharged from the trusts hereby created by giving
written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have
been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a
successor trustee.
(b) If at any time the Trustee shall cease
to be eligible in accordance with the provisions of
Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the
Trustee shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then
the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor
trustee. In addition, in the event that the Company
determines that the Trustee has failed (i) to
distribute or cause to be distributed to
Certificateholders any amount required to be
distributed hereunder, if such amount is held by the
Trustee or its Paying Agent (other than the Master
Servicer or the Company) for distribution or (ii) to
otherwise observe or perform in any material respect
any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied
for a period of 5 days (in respect of clause (i) above)
or 30 days (in respect of clause (ii) above) after the
date on which written notice of such failure, requiring
that the same be remedied, shall have been given to the
Trustee by the Company, then the Company may remove the
Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding
sentence. In connection with the appointment of a
successor trustee pursuant to the preceding sentence,
the Company shall, on or before the date on which any
such appointment becomes effective, obtain from each
Rating Agency written confirmation that the appointment
of any such successor trustee will not result in the
reduction of the ratings on any class of the
Certificates below the lesser of the then current or
original ratings on such Certificates.
(c) The Holders of Certificates entitled to
at least 51% of the Voting Rights may at any time
remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall
be delivered to the Company, one complete set to the
Trustee so removed and one complete set to the
successor so appointed.
(d) Any resignation or removal of the
Trustee and appointment of a successor trustee pursuant
to any of the provisions of this Section shall become
effective upon acceptance of appointment by the
successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge
and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of
the predecessor trustee shall become effective and such
successor trustee shall become effective and such
successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if
originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the
agent of any successor trustee hereunder), and the
Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and
do such other things as may reasonably be required for
more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept
appointment as provided in this Section unless at the
time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a
successor trustee as provided in this Section, the
Company shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register.
If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice
to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of
Trustee.
Any corporation or national banking
association into which the Trustee may be merged or
converted or with which it may be consolidated or any
corporation or national banking association resulting
from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation or
national banking association succeeding to the business
of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation or national
banking association shall be eligible under the
provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail
notice of any such merger or consolidation to the
Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee
or Separate Trustee.
(a) Notwithstanding any other provisions
hereof, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same
may at the time be located, the Master Servicer and the
Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to act as co-
trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable.
If the Master Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall
have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-
trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee
under Section 8.06 hereunder and no notice to Holders
of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section
8.08 hereof.
(b) In the case of any appointment of a co-
trustee or separate trustee pursuant to this Section
8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be
conferred or imposed upon and exercised or performed by
the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to
be performed (whether as Trustee hereunder or as
successor to the Master Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title
to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the
Trustee.
(c) Any notice, request or other writing
given to the Trustee shall be deemed to have been given
to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-
trustee shall refer to this Agreement and the
conditions of this Article VIII. Each separate trustee
and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property
specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this
Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the
Trustee.
(d) Any separate trustee or co-trustee may,
at any time, constitute the Trustee, its agent or
attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act
under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights,
remedies and trusts shall vest in and be exercised by
the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the
Master Servicer and the Company, appoint one or more
Custodians who are not Affiliates of the Company, the
Master Servicer or any Seller to hold all or a portion
of the Mortgage Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the
terms and provisions thereof against the Custodian for
the benefit of the Certificateholders. Each Custodian
shall be a depository institution subject to
supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000
and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in
Section 11.01. The Trustee shall notify the
Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing
Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or
Agency.
The Trustee will maintain an office or agency
in the City of New York where Certificates may be
surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at
Four Albany Street, New York, New York 10006 for the
purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated
in Section 11.05(c) hereof where notices and demands to
or upon the Trustee in respect of this Agreement may be
served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by
the Master Servicer or the
Company or Liquidation of All
Mortgage Loans.
(a) Subject to Section 9.03, the respective
obligations and responsibilities of the Company, the
Master Servicer and the Trustee created hereby in
respect of the Certificates (other than the obligation
of the Trustee to make certain payments after the Final
Distribution Date to Certificateholders and the
obligation of the Company to send certain notices as
hereinafter set forth) shall terminate upon the last
action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following
the earlier of:
(i) the later of the final payment or
other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in
the Trust Fund or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer
or the Company of all Mortgage Loans and all
property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to
100% of the unpaid principal balance of each
Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the
related underlying property of such Mortgage Loan
with respect to Mortgage Loans as to which title
has been acquired if such fair market value is
less than such unpaid principal balance (net of
any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate to, but
not including, the first day of the month in which
such repurchase price is distributed, provided,
however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years
from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of
St. James, living on the date hereof and provided
further that the purchase price set forth above
shall be increased as is necessary, as determined
by the Master Servicer, to avoid disqualification
of either REMIC I or REMIC II as REMICs.
The right of the Master Servicer or the
Company to purchase all the assets of the Trust Fund
pursuant to clause (ii) above is conditioned upon the
Pool Stated Principal Balance as of the Final
Distribution Date being less than ten percent of the
Cut-off Date Principal Balance of the Mortgage Loans.
If such right is exercised by the Master Servicer, the
Master Servicer shall be deemed to have been reimbursed
for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage
Loans. In addition, the Master Servicer or the
Company, as applicable, shall provide to the Trustee
the certification required by Section 3.15 and the
Trustee and any Custodian shall, promptly following
payment of the purchase price, release to the Master
Servicer or the Company, as applicable, the Mortgage
Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a
final distribution as a result of the exercise by the
Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less
than 60 days' prior notice of the Distribution Date on
which the Master Servicer or the Company, as
applicable, anticipates that the final distribution
will be made to Certificateholders (whether as a result
of the exercise by the Master Servicer or the Company
of its right to purchase the assets of the Trust Fund
or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be
a date that would otherwise be a Distribution Date)
upon which the Certificateholders may surrender their
Certificates to the Trustee (if so required by the
terms hereof) for payment of the final distribution and
cancellation, shall be given promptly by the Master
Servicer or the Company, as applicable (if it is
exercising its right to purchase the assets of the
Trust Fund), or by the Trustee (in any other case) by
letter to Certificateholders mailed not earlier than
the 15th day and not later than the 25th day of the
month next preceding the month of such final
distribution specifying:
(i) the anticipated Final
Distribution Date upon which final payment of the
Certificates is anticipated to be made upon
presentation and surrender of Certificates at the
office or agency of the Trustee therein
designated,
(ii) the amount of any such final
payment, if known, and
(iii) that the Record Date otherwise
applicable to such Distribution Date is not
applicable, and (A) in the case of the Class A
Certificates (other than the Class A-7
Certificates) and Class R Certificates, that
payment will be made only upon presentation and
surrender of the Certificates at the office or
agency of the Trustee therein specified and (B) in
the case of Class A-7 Certificates, Class M
Certificates and Class B Certificates, that such
Certificates shall be delivered to the Trustee no
later than 30 days following the anticipated Final
Distribution Date.
If the Master Servicer or the Company, as applicable,
is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate
Registrar at the time such notice is given to
Certificateholders. In the event such notice is given
by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit
in the Certificate Account before the Final
Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of
the Trust Fund computed as above provided.
(c) In the case of the Class A Certificates
(other than the Class A-7 Certificates) and the Class R
Certificates, upon presentation and surrender of the
Certificates by the Certificateholders thereof, and in
the case of the Class A-7, Class M and Class B
Certificates, without any such presentation, the
Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's
or the Company's election to repurchase, or (ii) if the
Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with
respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued
Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth
in Section 4.02(a), and (B) with respect to the Class R
Certificates, any excess of the amounts available for
distribution (including the repurchase price specified
in clause (ii) of subsection (a) of this Section) over
the total amount distributed under the immediately
preceding clause (A). Each Holder of a Class A-7,
Class M or Class B Certificate, by its acceptance
thereof, shall be deemed to agree to, and shall,
deliver such Certificates held by such Holder to the
Trustee no later than 30 days following receipt of the
final distribution in respect thereof.
(d) In the event that any Certificateholders
shall not surrender their Certificates for final
payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof),
the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining
Certificateholders by depositing such funds in a
separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the
Company, as applicable (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee
(in any other case) shall give a second written notice
to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final
distribution with respect thereto. If within six
months after the second notice any Certificate shall
not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of
their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets
which remain in the escrow account. If within nine
months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee
shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as
applicable, shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue
or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance
with this Section 9.01.
Section 9.02. Termination of REMIC II.
REMIC II shall be terminated on the earlier
of the Final Distribution Date and the date on which it
is deemed to receive the last deemed distributions on
the Uncertificated REMIC I Regular Interests and the
last distribution due on the Class A, Class M, Class B
and Class R-II Certificates is made.
Section 9.03. Additional Termination
Requirements.
(a) REMIC I and REMIC II, as the case may
be, shall be terminated in accordance with the
following additional requirements, unless the Trustee
and the Master Servicer have received an Opinion of
Counsel (which Opinion of Counsel shall not be an
expense of the Trustee) to the effect that the failure
of REMIC I or REMIC II, as the case may be, to comply
with the requirements of this Section 9.03 will not (i)
result in the imposition on the Trust of taxes on
"prohibited transactions," as described in Section 860F
of the Code, or (ii) cause either REMIC I or REMIC II
to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish
a 90-day liquidation period for REMIC I or REMIC
II, as the case may be, and specify the first day
of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury
regulations Section 1.860F-1. The Master Servicer
also shall satisfy all of the requirements of a
qualified liquidation for REMIC I or REMIC II, as
the case may be, under Section 860F of the Code
and regulations thereunder;
(ii) The Master Servicer shall notify
the Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of
making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all
of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii) If the Master Servicer is
exercising its right to purchase the assets of the
Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the
assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter
ends after the commencement of the 90-day
liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not
purchase any of the assets of the Trust Fund prior
to the close of that calendar quarter.
(b) Each Holder of a Certificate and the
Trustee hereby irrevocably approves and appoints the
Master Servicer as its attorney-in-fact to adopt a plan
of complete liquidation for REMIC I and REMIC II at the
expense of the Trust Fund in accordance with the terms
and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The Master Servicer shall make an
election to treat each of REMIC I and REMIC II as a
REMIC under the Code and, if necessary, under
applicable state law. Each such election will be made
on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any
appropriate state return for the taxable year ending on
the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC
I election in respect of the Trust Fund, Uncertificated
REMIC I Regular Interests shall be designated as the
"regular interests" and the Class R-I Certificates
shall be designated as the sole class of "residual
interest" in REMIC I. For the purposes of the REMIC II
election in respect of the Trust Fund, the Class A
(other than the Class A-7 Certificates, to the extent
of Class A-7 Component F, and the Class A-8
Certificates), Class M and Class B Certificates and
Uncertificated REMIC II Regular Interests shall be
designated as the "regular interests" and the Class R-
II Certificates shall be designated as the sole class
of "residual interests" in REMIC II. The Master
Servicer and the Trustee shall not permit the creation
of any "interests" (within the meaning of Section 860G
of the Code) in REMIC I or REMIC II other than the
Uncertificated REMIC I Regular Interests and the Class
R-I Certificates and the REMIC II Certificates, the
Uncertificated REMIC II Regular Interests and the Class
R-II Certificates, respectively.
(b) The Closing Date is hereby designated as
the "startup day" of the Trust Fund within the meaning
of Section 860G(a)(9) of the Code.
(c) Residential Funding Corporation shall
hold a Class R Certificate representing a 0.01%
Percentage Interest of all Class R-I and R-II
Certificates and shall be designated as the tax matters
person with respect to REMIC I and REMIC II in the
manner provided under Treasury regulations section
1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. Residential Funding Corporation, as
tax matters person, shall (i) act on behalf of REMIC I
and REMIC II in relation to any tax matter or
controversy involving the Trust Fund and (ii) represent
the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto.
The legal expenses, including without limitation
attorneys' or accountants' fees, and costs of any such
proceeding and any liability resulting therefrom shall
be expenses of the Trust Fund and Residential Funding
Corporation shall be entitled to reimbursement therefor
out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section
3.10 unless such legal expenses and costs are incurred
by reason of Residential Funding Corporation's willful
misfeasance, bad faith or gross negligence. If
Residential Funding is no longer the Master Servicer
hereunder Residential Funding shall be paid reasonable
compensation by any successor Master Servicer hereto
for so acting as "tax matters person."
(d) The Master Servicer shall prepare or
cause to be prepared all of the Tax Returns that it
determines are required with respect to either REMIC I
or REMIC II created hereunder and deliver such Tax
Returns in a timely manner to the Trustee and the
Trustee shall sign and file such Tax Returns in a
timely manner. The expenses of preparing such returns
shall be borne by the Master Servicer without any right
of reimbursement therefor. The Master Servicer agrees
to indemnify and hold harmless the Trustee with respect
to any tax or liability arising from the Trustee's
signing of Tax Returns that contain errors or
omissions.
(e) The Master Servicer shall provide (i) to
any Transferor of a Class R-I or R-II Certificate such
information as is necessary for the application of any
tax relating to the transfer of a Class R-I and R-II
Certificate to any Person who is not a Permitted
Transferee, (ii) to the Trustee and the Trustee shall
forward to the Certificateholders such information or
reports as are required by the Code or the REMIC
Provisions including reports relating to interest,
original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) to the
Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the
representative of each of REMIC I and REMIC II.
(f) The Master Servicer shall take such
actions and shall cause each of REMIC I and REMIC II
created hereunder to take such actions as are
reasonably within the Master Servicer's control and the
scope of its duties more specifically set forth herein
as shall be necessary to maintain the status thereof as
REMICs under the REMIC Provisions (and the Trustee
shall assist the Master Servicer, to the extent reason-
ably requested by the Master Servicer to do so). The
Master Servicer shall not knowingly or intentionally
take any action, cause each of REMIC I and REMIC II to
take any action or fail to take (or fail to cause to be
taken) any action reasonably within its control and the
scope of duties more specifically set forth herein,
that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the
status of each of REMIC I and REMIC II as a REMIC or
(ii) result in the imposition of a tax upon each of
REMIC I and REMIC II (including but not limited to the
tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code)
(either such event, an "Adverse REMIC Event") unless
the Master Servicer receives an Opinion of Counsel (at
the expense of the party seeking to take such action
or, if such party fails to pay such expense, and the
Master Servicer determines that taking such action is
in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund,
but in no event at the expense of the Master Servicer
or the Trustee) to the effect that the contemplated
action will not, with respect to each of REMIC I and
REMIC II created hereunder, endanger such status or,
unless the Master Servicer determines in its sole
discretion to indemnify the Trust Fund against such
tax, result in the imposition of such a tax. The
Trustee shall not take or fail to take any action
(whether or not authorized hereunder) as to which the
Master Servicer has advised it in writing that it has
received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such
action. In addition, prior to taking any action with
respect to REMIC I and REMIC II or its assets, or
causing REMIC I and REMIC II to take any action, which
is not expressly permitted under the terms of this
Agreement, the Trustee will consult with the Master
Servicer or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event
to occur with respect to REMIC I and REMIC II, and the
Trustee shall not take any such action or cause REMIC I
and REMIC II to take any such action as to which the
Master Servicer has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer
may consult with counsel to make such written advice,
and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by
this Agreement, but in no event at the expense of the
Master Servicer. At all times as may be required by
the Code, the Master Servicer will to the extent within
its control and the scope of its duties more
specifically set forth herein, maintain substantially
all of the assets of REMIC I and REMIC II as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of REMIC I or REMIC II
created hereunder as defined in Section 860F(a)(2) of
the Code, on "net income from foreclosure property" of
REMIC I or REMIC II as defined in Section 860G(c) of
the Code, on any contributions to REMIC I or REMIC II
after the Startup Day therefor pursuant to Section
860G(d) of the Code, or any other tax is imposed by the
Code or any applicable provisions of state or local tax
laws, such tax shall be charged (i) to the Master
Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations
under this Agreement or the Master Servicer has in its
sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax
arises out of or results from a breach by the Trustee
of any of its obligations under this Agreement, or
otherwise (iii) against amounts on deposit in the
Custodial Account as provided by Section 3.10 and on
the Distribution Date(s) following such reimbursement
the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such
taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer
shall, for federal income tax purposes, maintain books
and records with respect to REMIC I and REMIC II on a
calendar year and on an accrual basis or as otherwise
may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the
Master Servicer nor the Trustee shall accept any
contributions of assets to REMIC I and REMIC II unless
the Master Servicer and the Trustee shall have received
an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that
the inclusion of such assets in REMIC I and REMIC II
will not cause REMIC I and REMIC II to fail to qualify
as REMICs at any time that any Certificates are out-
standing or subject REMIC I and REMIC II to any tax
under the REMIC Provisions or other applicable
provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the
Trustee shall enter into any arrangement by which REMIC
I and REMIC II will receive a fee or other compensation
for services nor permit either such REMIC to receive
any income from assets other than "qualified mortgages"
as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the
"latest possible maturity date" by which the
Certificate Principal Balance of each Class of
Certificates representing a regular interest in REMIC
II and the Uncertificated Principal Balance of each
Uncertificated REMIC I Regular Interest (other than
each Uncertificated REMIC I Regular Interest Z) would
be reduced to zero is April 25, 2025, which is the
Distribution Date immediately following the latest
scheduled maturity of any Mortgage Loan. The Maturity
Date for each uncertificated REMIC I Regular Interest Z
and Uncertificated REMIC II Regular Interest is the
maturity date for the related Mortgage Loan.
(l) Within 30 days after the Closing Date,
the Master Servicer shall prepare and file with the
Internal Revenue Service Form 8811, "Information Return
for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" for
REMIC I and REMIC II.
(m) Neither the Trustee nor the Master
Servicer shall sell, dispose of or substitute for any
of the Mortgage Loans (except in connection with (i)
the default, imminent default or foreclosure of a
Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by
deed in lieu of foreclosure, (ii) the bankruptcy of
REMIC I and REMIC II, (iii) the termination of REMIC I
and REMIC II pursuant to Article IX of this Agreement
or (iv) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement) nor acquire any
assets for REMIC I and REMIC II, nor sell or dispose of
any investments in the Custodial Account or the
Certificate Account for gain, nor accept any
contributions to REMIC I and REMIC II after the Closing
Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition
will not (a) affect adversely the status of REMIC I and
REMIC II as REMICs or (b) unless the Master Servicer
has determined in its sole discretion to indemnify the
Trust Fund against such tax, cause REMIC I and REMIC II
to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the
Trust Fund, the Company and the Master Servicer for any
taxes and costs including, without limitation, any
reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a
result of a breach of the Trustee's covenants set forth
in Article VIII or this Article X.
(b) The Master Servicer agrees to indemnify
the Trust Fund, the Company and the Trustee for any
taxes and costs (including, without limitation, any
reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company or the Trustee, as a result
of a breach of the Master Servicer's covenants set
forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial
Agreement may be amended from time to time by the
Company, the Master Servicer and the Trustee, without
the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any
provisions herein or therein, which may be
inconsistent with any other provisions herein or
therein or to correct any error,
(iii) to modify, eliminate or add to
any of its provisions to such extent as shall be
necessary to maintain the qualification of the
Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim
against the Trust Fund, provided that the Trustee
has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to
maintain such qualification or to avoid or
minimize the risk of the imposition of any such
tax and (B) such action will not adversely affect
in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or
nature of deposits into the Custodial Account or
the Certificate Account or to change the name in
which the Custodial Account is maintained,
provided that (A) the Certificate Account Deposit
Date shall in no event be later than the related
Distribution Date, (B) such change shall not, as
evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of
any Certificateholder and (C) such change shall
not result in a reduction of the rating assigned
to any Class of Certificates below the lower of
the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to
such effect,
(v) to modify, eliminate or add to
the provisions of Section 5.02(g) or any other
provision hereof restricting transfer of the Class
R-I Certificates and Class R-II Certificates by
virtue of their being the "residual interests" in
REMIC I and REMIC II, respectively, provided that
(A) such change shall not result in reduction of
the rating assigned to any such Class of
Certificates below the lower of the then-current
rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter
from each Rating Agency to such effect, and (B)
such change shall not, as evidenced by an Opinion
of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions),
cause either the Trust Fund or any of the
Certificateholders (other than the transferor) to
be subject to a federal tax caused by a transfer
to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions
with respect to matters or questions arising under
this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the
provisions of this Agreement, provided that such
action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect
the interests of any Certificateholder.
(b) This Agreement or any Custodial
Agreement may also be amended from time to time by the
Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in
the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected
thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the
provisions of this Agreement or such Custodial
Agreement or of modifying in any manner the rights of
the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the
amount of, or delay the timing of, payments which
are required to be distributed on any Certificate
without the consent of the Holder of such
Certificate,
(ii) adversely affect in any
material respect the interest of the Holders of
Certificates of any Class in a manner other than
as described in clause (i) hereof without the
consent of Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests
aggregating not less than 66%, or
(iii) reduce the aforesaid
percentage of Certificates of any Class the
Holders of which are required to consent to any
such amendment, in any such case without the
consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision
of this Agreement, the Trustee shall not consent to any
amendment to this Agreement unless it shall have first
received an Opinion of Counsel (at the expense of the
party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the
Master Servicer, the Company or the Trustee in
accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause
either REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
(d) Promptly after the execution of any such
amendment the Trustee shall furnish written
notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the
consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the
authorization of the execution thereof by
Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Company shall have the option, in
its sole discretion, to obtain and deliver to the
Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance
policy or similar instrument or a reserve fund, or any
combination of the foregoing, for the purpose of
protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls.
Any such instrument or fund shall be held by the
Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the
Trust Fund. To the extent that any such instrument or
fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be
an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the
Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as
amounts distributed by the Trust Fund to the Company or
any successor, all within the meaning of proposed
Treasury Regulations Section 1.860G-1(h) as it reads as
of the Cut-off Date. In connection with the provision
of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or
otherwise amended in any manner that is related or
incidental to such instrument or fund or the
establishment or administration thereof, such amendment
to be made by written instrument executed or consented
to by the Company but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the
Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company
obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be
imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section
860G(d)(1) of the Code and (b) either REMIC I or REMIC
II to fail to qualify as a REMIC at any time that any
Certificate is outstanding. In the event that the
Company elects to provide such coverage in the form of
a limited guaranty provided by General Motors
Acceptance Corporation, the Company may elect that the
text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit 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, Four Albany Street, New York, New York 10006,
Attention: Residential Funding Corporation Series 1995-
S1 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 Moody's, 99 Church
Street, New York, New York 10007, or such other address
as may hereafter be furnished to the Company, the
Trustee and the Master Servicer in writing by Moody's
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: /s/Jill M. Davis
Name: Jill M. Davis
Title: Vice President
Attest: /s/Bruce J. Legan
Name: Bruce J. Legan
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/Bruce J. Legan
Name: Bruce J. Legan
Title: Director
Attest: /s/Jill M. Davis
Name: Jill M. Davis
Title: Director
BANKERS TRUST COMPANY, as Trustee
[Seal]
By: /s/Gary R. Vaughan
Name: Gary R. Vaughan
Title: Assistant Vice President
Attest: /s/Kellie R. Rodriguez
Name: Kellie R. Rodriguez
Title: Assistant Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of March, 1995 before me, a
notary public in and for said State, personally
appeared Jill M. Davis, known to me to be a Vice
President of Residential Funding Mortgage Securities I,
Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who
executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed my official seal the day and year in
this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of March, 1995 before me, a
notary public in and for said State, personally
appeared Bruce J. Legan, 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 NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of March, 1995 before me, a
notary public in and for said State, personally
appeared _____________________
_____________, known to me to be a Vice President of
Bankers Trust Company, the 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
[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
MARCH 30, 1995. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 225% OF THE STANDARD PREPAYMENT ASSUMPTION
(AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND
ASSUMING A CONSTANT PASS-THROUGH RATE EQUAL TO THE
INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ___% AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $_______ PER [$1,000] [$100,000]
OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL
AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
Certificate No. ____ [___%][Variable] Pass-Through
Rate
Class A-__ Senior [___% [Initial] Pass-Through
Rate based on a Notional
Amount]
Date of Pooling and Servicing Agreement and
Cut-off Date: [Percentage Interest:___%]
March 1, 1995
Aggregate [Initial Certificate Principal Balance]
First Distribution Date: [Notional Amount] of the
April 25, 1995 Class A-__ Certificates:
$_____________]
[Class A-7 Component A: $__________
Class A-7 Component B: $__________
Class A-7 Component C: $__________
Class A-7 Component D: $__________
Class A-7 Component E: $__________
Class A-7 Component F: $__________
Class A-7 Component G: $__________]
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of
Corporation this Certificate: $_____________]
Assumed Final Distribution Date:
CUSIP 760944-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S1
evidencing a percentage interest in the
distributions allocable to the Class A-__
Certificates with respect to a Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the
Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality
or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that
_____________________________ is the registered owner
of the Percentage Interest evidenced by this
Certificate [(obtained by dividing the Initial
Certificate Principal Balance of this Certificate by
the aggregate Initial Certificate Principal Balance of
all Class A-___ Certificates, both as specified above)]
in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of
conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and
sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount [(of interest and principal, if any)]
required to be distributed to Holders of Class A-__
Certificates on such Distribution Date. [The Notional
Amount of Class A-7 Component E as of any date of
determination is equal to the sum of (a) 9/170th of the
aggregate Certificate Principal Balance of the Class A-
1 Certificates and Class A-2 Certificates as of such
date and (b) 1/34th of the aggregate Certificate
Principal Balance of the Class A-3 Certificates as of
such date. The Notional Amounts of Class A-7 Component
G and the Stripped Interests Certificates as of any
date of determination are equal to 25% and 75%,
respectively, of the aggregate Certificate Principal
Balance of the Certificates of all classes (including
the Class M Certificates and Class B Certificates) as
of such date.] [The Class A-8 Certificates have no
Certificate Principal Balance.]
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. [The
Initial Certificate Principal Balance of this
Certificate and the amounts of the Class A-7 Component
A, Class A-7 Component B, Component Class A-7 Component
C, Class A-7 Component D, Class A-7 Component E, Class
A-7 Component F and Class A-7 Component G is set forth
above. The Certificate Principal Balance hereof will
be reduced to the extent of distributions allocable to
principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES AND CLASS R-I CERTIFICATES
[AND] CLASS R-II CERTIFICATES [AND CLASS M-1
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, UNLESS THE
TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY
TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY OR ON BEHALF
OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW AND
WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR
THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
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
MARCH 30, 1995. BASED ON PROPOSED OID REGULATIONS
PUBLISHED IN THE FEDERAL REGISTER ON DECEMBER 22, 1992
AND ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 225% OF
THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $ OF OID PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS % AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE
THAN $ PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ 8.50% 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:
March 1, 1995 Initial Certificate
Principal Balance of
this Certificate:
First Distribution Date: $_______________
April 25, 1995
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S1
evidencing a percentage interest in any
distributions allocable to the Class M-__
Certificates with respect to the Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the
Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality
or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that _________________________
is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all
Class M-__ Certificates, both as specified above) in
certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans
(the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called
the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement")
among the Company, the Master Servicer and Bankers
Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount (of interest and principal, if any) required
to be distributed to Holders of Class M-__ Certificates
on such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES, CLASS R-I CERTIFICATES, CLASS
R-II CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED
IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED
IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, UNLESS THE
TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY
TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY OR ON BEHALF
OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW AND
WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR
THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS MARCH 30, 1995. BASED ON
PROPOSED OID REGULATIONS PUBLISHED IN THE FEDERAL
REGISTER ON DECEMBER 22, 1992 AND ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 225% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 8.50 % 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: $_______________
March 1, 1995 Date:
Initial Certificate
Principal Balance of this
Certificate:
First Distribution Date: $_______________
April 25, 1995
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S1
evidencing a percentage interest in any
distributions allocable to the Class B-__
Certificates with respect to the Trust Fund
consisting primarily of a pool of
conventional one- to four-family fixed
interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the
Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality
or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that Residential Funding
Mortgage Securities I, Inc. is the registered owner of
the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance
of this Certificate by the aggregate Certificate
Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with
respect to a Trust Fund consisting primarily of a pool
of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and
sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this
Certificate is registered at the close of business on
the last day (or if such last day is not a Business
Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such
distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal,
if any) required to be distributed to Holders of Class
B Certificates on such Distribution Date.
Distributions on this Certificate will be
made either by the Master Servicer acting on behalf of
the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire
transfer or otherwise) for the account of the Person
entitled thereto if such Person shall have so notified
the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto,
as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of the
distributions allocable to principal and any Realized
Losses allocable hereto.
No transfer of this Class B Certificate will
be made unless such transfer is exempt from the
registration requirements of the Securities Act of
1933, as amended, and any applicable state securities
laws or is made in accordance with said Act and laws.
In the event that such a transfer is to be made, (i)
the Trustee or the Company may require an opinion of
counsel acceptable to and in form and substance
satisfactory to the Trustee and the Company that such
transfer is exempt (describing the applicable exemption
and the basis therefor) from or is being made pursuant
to the registration requirements of the Securities Act
of 1933, as amended, and of any applicable statute of
any state and (ii) the transferee shall execute an
investment letter in the form described by the
Agreement. The Holder hereof desiring to effect such
transfer shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the
Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer
is not so exempt or is not made in accordance with such
Federal and state laws. In connection with any such
transfer, the Trustee will also require (i) a
representation letter, in the form as described by the
Agreement, stating that the transferee is not an
employee benefit plan subject to the fiduciary
responsibility provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or
(ii) if such transferee is an employee benefit plan
subject to ERISA, an opinion of counsel acceptable to
and in form and substance satisfactory to the Trustee,
the Company and the Master Servicer with respect to the
permissibility of such transfer under ERISA and
stating, among other things, that the transferee's
acquisition of a Class B Certificate will not
constitute or result in a "prohibited transaction"
within the meaning of Section 406 or 407 of ERISA or
Section 4975 of the Internal Revenue Code.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION
(AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, UNLESS THE
TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY
TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY OR ON BEHALF
OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW AND
WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR
THE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT (AS DEFINED BELOW).
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE
UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH
IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED
BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B)
OR (C) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
Certificate No. ___ 8.50% Pass-Through Rate
Class [R-I] [R-II] Senior Aggregate Initial
Certificate
Principal Balance of the
Class [R-I] [R-II]
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
March 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
April 25, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S1
evidencing a percentage interest in any
distributions allocable to the Class [R-I]
[R-II] Certificates with respect to REMIC I.
REMIC I is a part of a Trust Fund consisting
primarily of a pool of conventional one- to
four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the
Trustee referred to below or GMAC Mortgage Corporation
or any of their affiliates. Neither this Certificate
nor the underlying Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality
or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Corporation
or any of their affiliates will have any obligation
with respect to any certificate or other obligation
secured by or payable from payments on the
Certificates.
This certifies that _________________________
is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate
Principal Balance of all Class [R-I] [R-II]
Certificates, both as specified above) in certain
distributions with respect to a REMIC I. REMIC I is a
part of a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and
sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes
any successor entity under the Agreement referred to
below). The Trust Fund and REMIC I were created
pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company,
the Master Servicer and Bankers Trust Company, as
trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents
and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution
Date"), commencing as described in the Agreement, to
the Person in whose name this Certificate is registered
at the close of business on the last day (or if such
last day is not a Business Day, the Business Day
immediately preceding such last day) of the month
immediately preceding the month of such distribution
(the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and
the amount (of interest and principal, if any) required
to be distributed to Holders of Class [R-I] [R-II]
Certificates on such Distribution Date.
Each Holder of this Certificate will be
deemed to have agreed to be bound by the restrictions
set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in
this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be
conditioned upon the delivery to the Trustee of, among
other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii)
any attempted or purported transfer of any Ownership
Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will
vest no rights in the purported transferee, and (iv) if
any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in
this Certificate in violation of such restrictions,
then the Company will have the right, in its sole
discretion and without notice to the Holder of this
Certificate, to sell this Certificate to a purchaser
selected by the Company, which purchaser may be the
Company, or any affiliate of the Company, on such terms
and conditions as the Company may choose.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only
upon presentation and surrender of this Certificate at
the office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is
set forth above. The Certificate Principal Balance
hereof will be reduced to the extent of distributions
allocable to principal and any Realized Losses
allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this
Certificate will remain outstanding under the Agreement
and the Holder hereof may have additional obligations
with respect to this Certificate, including tax
liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and
provisions of the Agreement.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries
respecting the Mortgage Loans, all as more specifically
set forth herein and in the Agreement. In the event
Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the
Agreement, from related recoveries on such Mortgage
Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals
from the Custodial Account and/or the Certificate
Account created for the benefit of Certificateholders
may be made by the Master Servicer from time to time
for purposes other than distributions to
Certificateholders, such purposes including without
limitation reimbursement to the Company and the Master
Servicer of advances made, or certain expenses
incurred, by either of them.
The Agreement permits, with certain
exceptions therein provided, the amendment of the
Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the
Trustee and the rights of the Certificateholders under
the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby. Any such consent by
the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future holders of
this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the
consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the
consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of
authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and
in denominations specified in the Agreement. As
provided in the Agreement and subject to certain
limitations therein set forth, Certificates are
exchangeable for new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder
surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee
may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof
for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of
New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf
of the Trustee and required to be paid to them pursuant
to the Agreement following the earlier of (i) the
maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property
acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase
by the Master Servicer or the Company from the Trust
Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby
effecting early retirement of the Certificates. The
Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price
determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in
part, all of the Certificates from the Holders thereof;
provided, that any such option may only be exercised if
the Pool Stated Principal Balance of the Mortgage Loans
as of the Distribution Date upon which the proceeds of
any such purchase are distributed is less than ten
percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purpose
have the same effect as if set forth at this place.
Unless the certificate of authentication
hereon has been executed by the Certificate Registrar,
by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid
for any purpose.
IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II]
Certificates referred to in the within-mentioned
Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate
Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number ,
or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by, the assignee
named above, or as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and
supplemented from time to time, the "Agreement"), dated
as of March 1, 1995, by and among BANKERS TRUST
COMPANY, as Trustee (including its successors under the
Pooling Agreement defined below, the "Trustee"),
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(together with any successor in interest, the
"Company"), RESIDENTIAL FUNDING CORPORATION, as master
servicer (together with any successor in interest or
successor under the Pooling Agreement referred to
below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer,
and the Trustee have entered into a Pooling and
Servicing Agreement dated as of March 1, 1995, relating
to the issuance of Residential Funding Mortgage
Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1995-S1 (as in effect on the date of this
agreement, the "Original Pooling Agreement," and as
amended and supplemented from time to time, the
"Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as
agent for the Trustee for the purposes of receiving and
holding certain documents and other instruments
delivered by the Company and the Master Servicer under
the Pooling Agreement, all upon the terms and
conditions and subject to the limitations hereinafter
set forth;
NOW, THEREFORE, in consideration of the
premises and the mutual covenants and agreements
hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as
follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and
not defined herein shall have the meanings assigned in
the Original Pooling Agreement, unless otherwise
required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent;
Acceptance of Mortgage Files. The Custodian, as the
duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to
the Mortgage Loans identified on the schedule attached
hereto (the "Mortgage Files") and declares that it
holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all
present and future Certificateholders.
Section 2.2. Recordation of Assignments. If
any Mortgage File includes one or more assignments to
the Trustee of Mortgage Notes and related Mortgages
that have not been recorded, each such assignment shall
be delivered by the Custodian to the Company for the
purpose of recording it in the appropriate public
office for real property records, and the Company, at
no expense to the Custodian, shall promptly cause to be
recorded in the appropriate public office for real
property records each such assignment and, upon receipt
thereof from such public office, shall return each such
assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the
Custodian shall deliver to the Trustee an Initial
Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage
Loan listed on the Schedule attached hereto (the
"Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance
of the Certificates, the Custodian agrees, for the
benefit of Certificateholders, to review, in accordance
with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the
Trustee an Interim Certification in the form annexed
hereto as Exhibit Two to the effect that all documents
required to be delivered pursuant to Section 2.01(b) of
the Pooling Agreement have been executed and received
and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for
any exceptions listed on Schedule A attached to such
Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to
Section 2.01(c) of the Pooling Agreement, the Custodian
agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section
2.02 of the Pooling Agreement, each such document, and
shall deliver to the Trustee either (i) an Interim
Certification in the form attached hereto as Exhibit
Two to the effect that all such documents relate to the
Mortgage Loans identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule
A attached to such Interim Certification or (ii) a
Final Certification as set forth in subsection (c)
below. The Custodian shall be under no duty or
obligation to inspect, review or examine said
documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or
appropriate for the represented purpose or that they
have actually been recorded or that they are other than
what they purport to be on their face. If in
performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting
a part of a Mortgage File to be defective in any
material respect, the Custodian shall promptly so
notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the
Master Servicer, signed by a Servicing Officer, that
the Master Servicer or a Subservicer, as the case may
be, has made a deposit into the Certificate Account in
payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such
Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required
to be in the Mortgage Files the Custodian shall deliver
to the Trustee a Final Certification in the form
annexed hereto as Exhibit Three evidencing the
completeness of the Mortgage Files.
Upon receipt of written request from the
Trustee, the Custodian shall as soon as practicable
supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the
Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the
Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth
in the Pooling Agreement or by a Seller in a Seller's
Agreement or by Residential Funding or the Company in
the Assignment Agreement with respect to a Mortgage
Loan relating to a Mortgage File, the Custodian shall
give prompt written notice to the Company, the Master
Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release
of Mortgage Files. Upon the repurchase or substitution
of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage
Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer
shall immediately notify the Custodian by a
certification (which certification shall include a
statement to the effect that all amounts received or to
be received in connection with such payment which are
required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have
been or will be so deposited) of a Servicing Officer
and shall request delivery to it of the Mortgage File.
The Custodian agrees, upon receipt of such
certification and request, promptly to release to the
Master Servicer the related Mortgage File. The Master
Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other
documents constituting the Mortgage File with respect
to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the
servicing or foreclosures of any Mortgage Loan,
including, for this purpose, collection under any
Primary Insurance Policy or any Mortgage Pool Insurance
Policy, the Master Servicer shall deliver to the
Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document
constituting part, of the Mortgage File be released to
the Master Servicer and certifying as to the reason for
such release and that such release will not invalidate
any insurance coverage provided in respect of the
Mortgage Loan under any of the Required Insurance
Policies. With such certificate, the Master Servicer
shall deliver to the Custodian a trust receipt signed
by a Servicing Officer on behalf of the Master
Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File or such
document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein
so released to be returned to the Custodian when the
need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Custodial Account or (ii)
the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating
or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially
or non-judicially, and the Master Servicer has
delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery.
In the event of the liquidation of a Mortgage Loan, the
Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account
as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the
event that any assumption agreement or substitution of
liability agreement is entered into with respect to any
Mortgage Loan subject to this Agreement in accordance
with the terms and provisions of the Pooling Agreement,
the Master Servicer shall notify the Custodian that
such assumption or substitution agreement has been
completed by forwarding to the Custodian the original
of such assumption or substitution agreement, which
shall be added to the related Mortgage File and, for
all purposes, shall be considered a part of such
Mortgage File to the same extent as all other documents
and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of
the Trustee. With respect to each Mortgage Note,
Mortgage and other documents constituting each Mortgage
File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the
Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other
than the Trustee, holds such documents for the benefit
of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set
forth in this Agreement. Except upon compliance with
the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting
a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or
otherwise released from the possession of the
Custodian.
Section 3.2. Indemnification. The Company
hereby agrees to indemnify and hold the Custodian
harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in
equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or
with which the Custodian may be threatened by reason of
its acting as custodian under this Agreement, including
indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the
cost of defending any action, suit or proceedings or
resisting any claim. Notwithstanding the foregoing, it
is specifically understood and agreed that in the event
any such claim, liability, loss, action, suit or
proceeding or other expense, fee or charge shall have
been caused by reason of any negligent act, negligent
failure to act or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach
of its duties hereunder, the indemnification provisions
of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates.
The Custodian in its individual or any other capacity
may become the owner or pledgee of Certificates with
the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay
Custodian's Fees and Expenses. The Master Servicer
covenants and agrees to pay to the Custodian from time
to time, and the Custodian shall be entitled to,
reasonable compensation for all services rendered by it
in the exercise and performance of any of the powers
and duties hereunder of the Custodian, and the Master
Servicer will pay or reimburse the Custodian upon its
request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense,
disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee
May Remove Custodian. The Custodian may resign from
the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as
Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt
notice thereof to the Company, the Master Servicer and
the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning
Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have
been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation,
the resigning Custodian may petition any court of
competent jurisdiction for the appointment of a
successor Custodian.
The Trustee may remove the Custodian at any
time. In such event, the Trustee shall appoint, or
petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor
Custodian shall be a depository institution subject to
supervision or examination by federal or state
authority and shall be able to satisfy the other
requirements contained in Section 3.7 and shall be
unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian
and appointment of a successor Custodian pursuant to
any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the
successor Custodian. The Trustee shall give prompt
notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor
Custodian shall be appointed by the Trustee without the
prior approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of
Custodian. Any Person into which the Custodian may be
merged or converted or with which it may be
consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Custodian
shall be a party, or any Person succeeding to the
business of the Custodian, shall be the successor of
the Custodian hereunder, without the execution or
filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 3.7. Representations of the
Custodian. The Custodian hereby represents that it is
a depository institution subject to supervision or
examination by a federal or state authority, has a
combined capital and surplus of at least $10,000,000
and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices,
requests, consents and demands and other communications
required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in
writing and, unless otherwise specifically provided,
may be delivered personally, by telegram or telex, or
by registered or certified mail, postage prepaid,
return receipt requested, at the addresses specified on
the signature page hereof (unless changed by the
particular party whose address is stated herein by
similar notice in writing), in which case the notice
will be deemed delivered when received.
Section 4.2. Amendments. No modification or
amendment of or supplement to this Agreement shall be
valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company,
the Master Servicer nor the Trustee shall enter into
any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling
Agreement and furnish the Custodian with written copies
thereof.
Section 4.3. Governing Law. This Agreement
shall be deemed a contract made under the laws of the
State of New York and shall be construed and enforced
in accordance with and governed by the laws of the
State of New York.
Section 4.4. Recordation of Agreement. To
the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public
offices for real property records in all the counties
or other comparable jurisdictions in which any or all
of the properties subject to the Mortgages are
situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by
the Master Servicer and at its expense on direction by
the Trustee (pursuant to the request of holders of
Certificates evidencing undivided interests in the
aggregate of not less than 25% of the Trust Fund), but
only upon direction accompanied by an Opinion of
Counsel reasonably satisfactory to the Master Servicer
to the effect that the failure to effect such
recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the
recordation of this Agreement as herein provided and
for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the
same instrument.
Section 4.5. Severability of Provisions. If
any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or
the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is
executed as of the date first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1995-S1
By:
Name: Lynnette
Antosh
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Jill M. Davis
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: NORWEST BANK
MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen
Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of
March, 1995, before me, a notary public in and for said
State, personally appeared _______________________,
known to me to be a Vice President of Bankers Trust
Company, a New York banking corporation that executed
the within instrument, and also known to me to be the
person who executed it on behalf of said corporation
and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above
written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of
March, 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
March, 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
March, 1995, before me, a notary public in and for said
State, personally appeared ________________, known to
me to be a Vice President of Residential Funding
Corporation, one of the corporations that executed the
within instrument, and also known to me to be the
person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed
the within instrument.
IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above
written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
March 30, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-1
Re:
Custodial Agreement
dated as of March
1, 1995, by and
among Bankers Trust
Company,
Residential Funding
Mortgage Securities
I, Inc.,
Residential Funding
Corporation and
Norwest Bank
Minnesota, National
Association,
Mortgage Pass-
Through
Certificates,
Series 1995-S1
Ladies and Gentlemen:
In accordance with
Section 2.3 of the above-captioned Custodial Agreement,
and subject to Section 2.02 of the Pooling Agreement,
the undersigned, as Custodian, hereby certifies that it
has received a Mortgage File (which contains an
original Mortgage Note) to the extent required in
Section 2.01(b) of the Pooling Agreement with respect
to each Mortgage Loan listed in the Mortgage Loan
Schedule.
Capitalized words
and phrases used herein shall have the respective
meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK
MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-1
Re:
Custodial Agreement
dated as of March
1, 1995, by and
among Bankers Trust
Company,
Residential Funding
Mortgage Securities
I, Inc.,
Residential Funding
Corporation and
Norwest Bank
Minnesota, National
Association,
Mortgage Pass-
Through
Certificates,
Series 1995-S1
Ladies and Gentlemen:
In accordance with
Section 2.3 of the above-captioned Custodial Agreement,
the undersigned, as Custodian, hereby certifies that it
has received a Mortgage File to the extent required
pursuant to Section 2.01(b) of the Pooling Agreement
with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, and it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has
determined that: all required documents have been
executed and received and that such documents related
to the Mortgage Loans identified on the Mortgage Loan
Schedule, with any exceptions listed on Schedule A
attached hereto.
Capitalized words
and phrases used herein shall have the respective
meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK
MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___,
1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-1
Re:
Custodial Agreement
dated as of March
1, 1995, by and
among Bankers Trust
Company,
Residential Funding
Mortgage Securities
I, Inc.,
Residential Funding
Corporation and
Norwest Bank
Minnesota, National
Association,
Mortgage Pass-
Through
Certificates,
Series 1995-S1
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 : 03/17/95 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 15.35.25 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1995-S1 CUTOFF : 03/01/95
POOL : 0004164
:
:
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 #
______________________________________________________________________________
1357879 052/052 F 665,000.00 ZZ
MAHIL SOHAN S 360 653,245.74 1
9450 MICHELLE LANE 7.250 4,536.48 67
7.000 4,536.48 1,000,000.00
STOCKTON CA 95212 4 09/27/93 00
253281 05 12/01/93 0
253281 O 11/01/23
0
1372449 614/728 F 137,200.00 ZZ
VALENTE RUI 360 132,017.76 2
255 ELM STREET UNIT 2 8.000 1,006.73 64
7.830 1,006.73 215,000.00
KEARNY NJ 07032 2 03/28/94 00
0380067786 05 05/01/94 0
7300025927 O 04/01/24
0
1382207 770/770 F 129,200.00 ZZ
HERBERT MARTIN S 360 128,000.50 1
1304 BIRCHBARK TRAIL 8.375 982.02 95
8.125 982.02 136,000.00
CAROL STREAM IL 60188 2 03/25/94 04
2993632 05 05/01/94 25
2993632 O 04/01/24
0
1386921 074/074 F 308,000.00 ZZ
LERER MORDECHAIL 360 306,228.09 14
520 LAGUARDIA PLACE #6N 8.375 2,341.03 80
8.125 2,341.03 385,000.00
NEW YORK NY 10012 1 05/26/94 00
60017577 13 07/01/94 0
1
60017577 O 06/01/24
0
1386923 074/074 F 101,250.00 ZZ
MERNS JOY R 360 100,723.68 110
1065 PARK AVENUE #3C 8.875 805.60 75
8.125 805.60 135,000.00
NEW YORK CITY NY 10128 1 05/20/94 00
60019040 10 07/01/94 0
60019040 O 06/01/24
0
1386926 074/074 F 450,000.00 ZZ
MEHRING JAINE I 360 447,820.28 497
APT 30F, 15 WEST 72ND STREET 8.625 3,500.06 75
8.125 3,500.06 600,000.00
NEW YORK NY 10023 1 06/24/94 00
60022453 12 08/01/94 0
60022453 O 07/01/24
0
1387152 526/728 F 385,000.00 ZZ
GETZOFF ALAN M 360 384,012.55 1
111 JANE STREET UNIT 3 9.375 3,202.24 72
9.125 3,202.24 540,000.00
NEW YORK NY 10014 2 09/01/94 00
0380090671 08 11/01/94 0
0200097 O 10/01/24
0
1390559 526/728 F 424,000.00 ZZ
GALLAGHER RONALD F 360 422,883.84 1
OLD COVE ROAD 9.250 3,488.15 80
9.000 3,488.15 530,000.00
CUTCHOGUE NY 11935 1 09/22/94 00
0380087065 05 11/01/94 0
9961525 O 10/01/24
0
1390669 637/728 F 223,250.00 ZZ
TUNIS PRESTON A 360 222,485.01 1
774 CRESTRIDGE DRIVE 8.875 1,776.28 95
8.705 1,776.28 235,000.00
ATLANTA GA 30306 1 08/25/94 04
0380063843 05 10/01/94 30
3815495 O 09/01/24
0
1
1391266 818/812 F 403,760.00 ZZ
COX RUPERT T 360 402,411.70 9
39-41 WORTH STREET #5E 9.000 3,248.74 79
8.875 3,248.74 515,000.00
NEW YORK NY 10013 1 08/16/94 00
500034803 10 10/01/94 0
500034803 O 09/01/24
0
1392010 169/169 F 365,000.00 ZZ
DICKERSON JAMES N 360 363,599.92 1
19439 HUNTER DRIVE 8.400 2,780.71 80
8.275 2,780.71 460,000.00
NEW LENOX IL 60451 4 08/25/94 00
4223021 05 10/01/94 0
4223021 O 09/01/24
0
1392045 A01/728 F 225,000.00 ZZ
JEAN-MARIE JEAN 360 224,376.21 1
456 RANDOLPH AVENUE 9.000 1,810.40 90
8.830 1,810.40 250,000.00
MILTON MA 02186 1 09/01/94 04
0380061391 05 11/01/94 22
99774 O 10/01/24
0
1392076 A50/A50 F 419,000.00 ZZ
BOSTOCK STEPHEN S 360 417,807.97 1
12 CLUB VIEW DRIVE 8.875 3,333.76 80
8.625 3,333.76 530,000.00
BIRMINGHAM AL 35223 2 09/16/94 00
10047 05 11/01/94 0
97974 O 10/01/24
0
1393330 074/074 F 350,000.00 ZZ
HODSMAN HUGH 360 346,565.81 1
695 HILLCREST 8.000 2,568.18 74
7.750 2,568.18 475,000.00
VISTA CA 92083 2 12/14/93 00
8331635 05 02/01/94 0
8331635 O 01/01/24
0
1393376 074/074 F 300,000.00 ZZ
KOCHEN ILANA A 360 299,023.71 250
45 EAST 89TH STREET 18 E 9.125 2,440.90 60
8.875 2,440.90 500,000.00
1
NEW YORK NY 10028 1 08/16/94 00
60043704 13 10/01/94 0
60043704 O 09/01/24
0
1393623 076/076 F 217,800.00 ZZ
EYNON III EVERETT 360 216,926.04 1
3901 DEVEREAUX RD 8.875 1,732.92 90
8.625 1,732.92 242,000.00
COLUMBIA SC 29205 1 07/29/94 12
3934582 05 09/01/94 17
3934582 O 08/01/24
0
1393842 439/439 F 255,000.00 ZZ
SANTINI JOSEPH 360 254,255.66 1
7 GRANADA PLACE 8.750 2,006.09 84
8.625 2,006.09 303,571.00
MASSAPEQUA NY 11758 1 09/29/94 10
1706391 05 11/01/94 17
1706391 O 10/01/24
0
1394080 074/074 F 444,000.00 ZZ
SIMMONS DOUGLAS S 360 441,818.50 1
2068 QUAKER RIDGE ROAD 7.875 3,219.31 80
7.625 3,219.31 555,000.00
CROTON-ON-HUDSO NY 10520 1 07/27/94 00
60039525 05 09/01/94 0
60039525 O 08/01/24
0
1397258 074/074 F 243,700.00 ZZ
BARNETT PETER H 360 242,262.29 250
140 RIVERSIDE DRIVE #2D 8.250 1,830.84 75
8.000 1,830.84 325,000.00
NEW YORK NY 10024 1 05/10/94 00
60010192 12 07/01/94 0
60010192 O 06/01/24
0
1397259 074/074 F 215,100.00 ZZ
PELLICER ANGEL 360 213,798.73 199
300 EAST 85TH STREET 8.125 1,597.12 90
#1902 7.875 1,597.12 239,000.00
NEW YORK NY 10028 1 05/09/94 04
60013871 12 07/01/94 17
60013871 O 06/01/24
0
1
1397260 074/074 F 217,800.00 ZZ
FELS THEODORE J 360 216,515.11 27
205 WARREN STREET, APT#2H 8.250 1,636.26 90
8.000 1,636.26 242,000.00
BROOKLYN NY 11201 1 05/09/94 04
60017883 12 07/01/94 17
60017883 O 06/01/24
0
1397322 076/076 F 217,000.00 ZZ
NGUYEN HIEU V 360 216,382.68 1
48236 HACKBERRY STREET 8.875 1,726.55 95
8.625 1,726.55 229,000.00
FREMONT CA 94539 1 09/29/94 14
4366632 05 11/01/94 25
4366632 O 10/01/24
0
1397410 560/560 F 211,850.00 ZZ
HAFNER SUSAN J 360 211,405.57 1
27295 OCEAN DUNES STREET 9.250 1,742.84 95
9.080 1,742.84 223,000.00
MORENO VALLEY CA 92555 1 10/19/94 04
450015177 05 12/01/94 30
450015177 O 11/01/24
0
1397546 375/375 F 297,000.00 ZZ
AVERY MARC D 360 295,064.74 1
2827 EAST INTERLAKEN BOULEVARD 8.750 2,336.50 90
8.500 2,336.50 330,000.00
SEATTLE WA 98112 1 08/15/94 14
1432454158 05 10/01/94 17
1432454158 O 09/01/24
0
1397894 491/491 F 263,498.14 ZZ
FOX JAMES 333 263,051.00 2
5902 EAST BRAIRWOOD LANE 10.000 2,343.63 76
9.500 2,343.63 350,000.00
AGOURA CA 91301 2 10/12/94 00
3510794 05 01/01/95 0
3510794 O 09/01/22
0
1398245 764/728 F 330,000.00 ZZ
KIM JOON H 360 329,682.54 1
1
1395 KING JAMES COURT 9.625 2,804.97 58
9.375 2,804.97 575,000.00
OAK PARK AREA CA 91301 1 11/30/94 00
0380093816 03 02/01/95 0
889371 O 01/01/25
0
1398251 491/491 F 218,578.84 ZZ
ULBERT JOHN E 323 218,163.93 1
7950 DORMOUSE COURT 9.875 1,935.89 87
9.625 1,935.89 252,774.00
SAN DIEGO CA 92129 1 10/17/94 10
5988799 05 01/01/95 17
5988799 O 11/01/21
0
1398735 736/728 F 164,950.00 ZZ
KRUTSCH KLAUS P 360 164,875.06 1
7133 BREMER AVENUE 9.875 1,432.34 75
9.625 1,432.34 219,980.00
FRESNO CA 93727 4 01/20/95 00
0380093857 05 03/01/95 0
432801 O 02/01/25
0
1399068 405/405 F 105,000.00 ZZ
LULGJURAJ VASO 360 104,737.62 1
3805 CLYDE 9.500 882.90 47
9.250 882.90 226,500.00
HIGHLAND MI 48442 1 10/31/94 00
3519923 05 12/01/94 0
3519923 O 11/01/24
0
1399900 491/491 F 225,884.12 ZZ
DIXON RALPH C 337 225,514.12 1
9304 MARINA SPRING LANE 10.000 2,004.68 74
9.500 2,004.68 307,000.00
EL CAJON CA 92021 1 10/31/94 00
9914510 05 01/01/95 0
9914510 O 01/01/23
0
1400038 070/070 F 253,600.00 ZZ
DUDA EUGENE C 360 253,068.02 1
1831 EBONY DRIVE 9.250 2,086.30 95
9.000 2,086.30 266,950.00
OXNARD CA 93030 1 10/27/94 10
9556632 05 12/01/94 25
1
9556632 O 11/01/24
0
1400046 324/728 F 316,000.00 ZZ
COOK JOSEPH 360 315,696.01 1
2012 SHADOWROCK LANE 9.625 2,685.97 90
9.375 2,685.97 352,207.00
MITCHELLVILLE MD 20721 1 12/02/94 04
0380084658 05 02/01/95 20
2214000788 O 01/01/25
0
1400146 780/728 F 575,900.00 ZZ
LANE ANTHONY E 360 574,898.71 1
7131 TWELVE OAKS DRIVE 8.750 4,530.61 80
8.580 4,530.61 722,011.00
FAIRFAX STATION VA 22039 1 11/29/94 00
0380085960 05 01/01/95 0
600168 O 12/01/24
0
1400180 299/728 F 382,500.00 ZZ
PARKER DONALD S 360 381,514.24 1
1603 OVERBROOK DRIVE 8.250 2,873.60 90
8.000 2,873.60 425,000.00
GWYNEDD VALLEY PA 19437 1 10/21/94 04
0380085507 05 12/01/94 17
013744 O 11/01/24
0
1400195 299/728 F 250,000.00 ZZ
DUNGAN DANIEL A 360 249,306.88 1
2 SUNSET LANE 9.000 2,011.56 38
8.750 2,011.56 665,000.00
SRPINGFIELD IL 62704 1 09/09/94 00
0380085473 05 11/01/94 0
269251 O 10/01/24
0
1400204 299/728 F 240,900.00 ZZ
OLIVER STEVEN D 360 240,095.51 1
5417 EAST 109TH STREET SOUTH 9.000 1,938.34 90
8.750 1,938.34 267,750.00
TULSA OK 74137 1 09/01/94 04
0380085440 05 10/01/94 17
269237 O 09/01/24
0
1
1400233 554/554 F 316,000.00 ZZ
BLACKBOURN DAVID G 360 315,652.78 1
59 HANCOCK STREET 8.990 2,540.33 58
8.865 2,540.33 550,000.00
LEXINGTON MA 02173 2 12/15/94 00
6807346 05 02/01/95 0
6807346 O 01/01/25
0
1400274 771/728 F 57,500.00 ZZ
LARABEE MARCIA R 360 57,500.00 1
3 RIP VAN LANE 10.000 504.60 54
9.750 504.60 107,500.00
BALLSTON SPA NY 12020 1 02/24/95 00
0380097635 05 04/01/95 0
940809 O 03/01/25
0
1400355 405/405 F 234,076.66 ZZ
SMITH MICHAEL B 320 233,292.33 1
124 SAN FELIPE AVENUE 9.750 2,056.21 87
9.500 2,056.21 270,000.00
SOUTH SAN FRANC CA 94080 1 08/24/94 01
2504769 05 11/01/94 17
2504769 O 06/01/21
0
1400576 375/375 F 216,600.00 ZZ
ZAKOS DANA C 360 216,242.40 1
3231 NORTHWEST 62ND STREET 9.000 1,742.81 95
8.750 1,742.81 228,000.00
SEATTLE WA 98107 1 11/01/94 11
364217 05 01/01/95 25
364217 O 12/01/24
0
1400597 375/728 F 216,000.00 ZZ
KELLEHER III TIMOTHY C 360 215,670.20 1
8 MOHAWK RD 9.375 1,796.58 90
9.125 1,796.58 242,000.00
CANTON MA 02021 1 11/18/94 10
0380086323 05 01/01/95 20
319571 O 12/01/24
0
1400651 169/169 F 234,000.00 ZZ
MELNYTSCHUK EUGENE E 360 233,254.38 1
9211 S RILEY RD 9.600 1,984.70 90
9.475 1,984.70 260,000.00
1
MARENGO IL 60152 1 11/21/94 10
8008256 05 01/01/95 17
8008256 O 12/01/24
0
1400668 491/491 F 269,484.63 ZZ
LAWRENCE ROBERT J 321 268,663.01 1
1067 WATERVILLE LAKE RD 10.250 2,468.19 71
10.000 2,468.19 380,000.00
CHULA VISTA CA 91915 1 12/21/94 00
5988136 03 03/01/95 0
5988136 O 11/01/21
0
1400747 462/462 F 124,500.00 ZZ
METCALF RICHARD 360 124,441.91 1
10540 ROUGEMONT LANE 9.750 1,069.65 70
9.500 1,069.65 179,900.00
CHARLOTTE NC 28277 2 01/26/95 00
4348769 05 03/01/95 0
4348769 O 02/01/25
0
1400791 575/728 F 225,350.00 ZZ
MARTIN RONALD E 360 225,144.40 1
3570 MONTGOMERY LANE 9.875 1,956.82 95
9.625 1,956.82 237,250.00
CHARLOTTESVILLE VA 22901 1 12/09/94 04
0380087172 05 02/01/95 25
8988172 O 01/01/25
0
1400897 766/728 F 80,910.00 ZZ
HOFT DAVID 360 80,827.96 1
1881 WASHINGTON AVE 9.375 672.97 90
#2D 9.125 672.97 89,900.00
MIAMI BEACH FL 33139 1 12/29/94 04
0380088014 06 02/01/95 25
94J0020 O 01/01/25
0
1401085 736/728 F 120,000.00 ZZ
BROWN ALEXANDERB 360 119,945.48 1
OJO DE LA VACA 9.875 1,042.02 49
(LOWER CANONCITO) 9.625 1,042.02 245,000.00
SANTA FE NM 87505 5 01/24/95 00
0380094806 05 03/01/95 0
430344 O 02/01/25
0
1
1401171 028/728 F 490,550.00 T
LANE RICHARD 360 490,550.00 1
223 SOUTH MARTIN DRIVE 9.875 4,259.68 70
9.625 4,259.68 700,840.00
ZEPHYR COVE NV 89448 4 02/10/95 00
0380096090 05 04/01/95 0
158921 O 03/01/25
0
1401176 A19/728 F 255,350.00 ZZ
PERROTTI, JR. THEODORE F 360 255,224.40 1
27 PINGREE FARM ROAD 9.500 2,147.12 80
9.250 2,147.12 319,200.00
GEORGETOWN MA 01833 1 01/27/95 00
0380090267 05 03/01/95 0
100378 O 02/01/25
0
1401178 A53/A53 F 278,000.00 ZZ
CHRISTERSON MARK M 360 278,000.00 1
1016 GREENWOOD AVENUE 8.875 2,211.89 49
8.625 2,211.89 572,500.00
WILMETTE IL 60091 1 02/27/95 00
0290014301 05 04/01/95 0
0290014301 O 03/01/25
0
1401951 766/728 F 46,900.00 T
GERDES NANCY S 360 46,860.50 1
8630 BYRON AVE #4 10.250 420.27 90
10.000 420.27 52,200.00
MIAMI BEACH FL 33141 1 12/19/94 04
0380088956 01 02/01/95 20
94MH047 O 01/01/25
0
1401956 696/728 F 304,200.00 ZZ
PEARSON GEORGE B 360 303,936.85 1
6487 WISHBONE TERRACE 10.125 2,697.71 90
9.875 2,697.71 338,000.00
CABIN JOHN MD 20818 1 01/06/95 04
0380089012 09 02/01/95 17
3123241 O 01/01/25
0
1402019 163/728 F 214,200.00 ZZ
NICOLAZZI FRANK G 360 213,872.94 1
1
29-43 159TH STREET 9.375 1,781.61 90
9.125 1,781.61 238,000.00
FLUSHING NY 11358 1 11/18/94 04
0380089392 05 01/01/95 17
371449356 O 12/01/24
0
1402116 098/728 F 236,000.00 ZZ
FOPEANO NATALIE 360 236,000.00 1
27 ROLLING MEADOW LANE 9.125 1,920.18 80
8.875 1,920.18 295,000.00
POUND RIDGE NY 10576 1 02/06/95 00
0380096561 05 04/01/95 0
041210310 O 03/01/25
0
1402198 462/462 F 218,400.00 ZZ
CESENA JOSEPH B 360 218,298.10 1
6817 APPERSON STREET 9.750 1,876.40 80
9.500 1,876.40 273,000.00
LOS ANGELES CA 91042 1 01/31/95 00
4362877 05 03/01/95 0
4362877 O 02/01/25
0
1402204 749/728 F 237,150.00 ZZ
MARTINO THOMAS J 360 237,036.39 1
1811 9TH AVENUE WEST 9.625 2,015.75 90
9.375 2,015.75 264,500.00
SEATTLE WA 98119 1 01/26/95 10
0380096751 05 03/01/95 25
958000001 O 02/01/25
0
1402207 076/076 F 233,400.00 ZZ
WHITE EDWIN W 360 232,796.10 1
12929 N 99TH STREET 9.500 1,962.56 94
9.250 1,962.56 250,000.00
SCOTTSDALE AZ 85260 1 11/29/94 04
4380942 03 01/01/95 25
4380942 O 12/01/24
0
1402215 661/661 F 57,600.00 ZZ
MICKLEY MATTHEW J 360 37,837.71 1
508 31ST STREET NORTHWEST 9.375 479.09 80
9.125 479.09 72,000.00
CANTON OH 44709 1 11/04/94 00
2048130 05 01/01/95 0
1
2048130 O 12/01/24
0
1402218 478/728 F 116,850.00 ZZ
FRONDA MILDRED B 360 116,740.53 1
9307 ARLINGTON AVE. 9.750 1,003.92 92
9.500 1,003.92 128,000.00
MANNASAS VA 22111 2 12/30/94 14
0380090846 05 02/01/95 25
5614579702 O 01/01/25
0
1402229 028/728 F 95,000.00 ZZ
CLEVELAND CHRISTOPH 360 94,956.84 1
31045 HWY 385 9.875 824.93 66
9.625 824.93 145,000.00
BURLINGTON CO 80807 5 01/25/95 00
0380095563 05 03/01/95 0
075914 O 02/01/25
0
1402397 A17/728 F 228,000.00 ZZ
SCHULTZ ERIC J 360 228,000.00 1
300 SUMMER STREET 9.500 1,917.15 80
9.250 1,917.15 285,000.00
NO. ANDOVER MA 01845 1 02/28/95 00
0380097445 05 04/01/95 0
3862 O 03/01/25
0
1402410 637/728 F 104,930.00 ZZ
KHALIL AMRI I 360 104,930.00 2
60 DIVISION AVENUE 9.625 891.90 70
9.375 891.90 149,900.00
GARFIELD NJ 07026 1 02/13/95 00
0380095969 05 04/01/95 0
4027397 O 03/01/25
0
1402556 637/728 F 157,500.00 ZZ
TAVERA MIGUEL 360 157,340.30 2
86-41 139TH ST 9.375 1,310.01 70
9.125 1,310.01 225,000.00
BRIARWOOD NY 11435 1 12/27/94 00
0380093824 05 02/01/95 0
3241478 O 01/01/25
0
1
1402603 749/728 F 226,000.00 ZZ
MCCLURE TONI S 360 226,000.00 1
4816 LARKWOOD AVENUE 9.625 1,920.98 86
9.375 1,920.98 264,000.00
WOODLAND HILLS CA 91364 2 02/02/95 10
0380096207 05 04/01/95 17
956692415 O 03/01/25
0
1402610 772/772 F 380,000.00 ZZ
FORRESTAL MARK D 360 379,817.96 1
1725 N CALIFORNIA 9.625 3,229.96 74
9.375 3,229.96 515,000.00
PALATINE IL 60067 1 01/17/95 00
71000109 05 03/01/95 0
71000109 O 02/01/25
0
1402634 100/100 F 300,000.00 T
FRANSEN JOHN A 360 299,529.80 1
22014 NE 128TH CIRCLE 9.250 2,468.03 57
9.125 2,468.03 535,000.00
BRUSH PRAIRIE WA 98606 5 11/02/94 00
10059712 05 01/01/95 0
10059712 O 12/01/24
0
1402662 246/246 F 135,000.00 ZZ
COLFACK EDDIE R 360 134,876.83 1
6208 EDWARD DRIVE 9.875 1,172.27 90
9.625 1,172.27 150,000.00
CLINTON MD 20735 2 12/30/94 14
88416 05 02/01/95 17
88416 O 01/01/25
0
1402671 051/728 F 315,000.00 ZZ
PALMER III GEORGE E 360 314,845.06 1
8532 EAST LOS GATOS DRIVE 9.500 2,648.69 90
9.250 2,648.69 350,000.00
SCOTTSDALE AZ 85255 1 01/20/95 04
0380091976 03 03/01/95 25
30100056 O 02/01/25
0
1402679 313/728 F 73,000.00 T
CLIFTON LORINE P 360 72,966.83 1
6 HONEYBEE ROAD 9.875 633.90 70
9.625 633.90 105,000.00
1
SAVANNAH GA 31419 1 01/31/95 00
0380094665 05 03/01/95 0
5640909 O 02/01/25
0
1402709 882/882 F 65,000.00 ZZ
D'AMBROSIA JOSEPHINE 360 65,000.00 1
1425 N GABRIEL ST #6 BLDG #14 9.500 546.56 66
9.250 546.56 99,900.00
HOLLYWOOD FL 33020 1 02/28/95 00
950021 09 04/01/95 0
950021 O 03/01/25
0
1402735 074/728 F 400,000.00 ZZ
EGNOR MICHAEL 360 399,615.21 1
11 STEPHANIE LANE 9.625 3,399.96 90
9.375 3,399.96 445,000.00
SETAUKET NY 11733 1 12/09/94 10
0380094038 05 02/01/95 20
1500011621 O 01/01/25
0
1402736 074/728 F 229,000.00 ZZ
HOOPER GILBERT 360 228,773.82 1
10408 YUCCA DRIVE 9.500 1,925.56 85
9.250 1,925.56 271,000.00
AUSTIN TX 78759 4 12/21/94 04
0380092743 05 02/01/95 17
50500502 O 01/01/25
0
1402737 074/728 F 250,000.00 ZZ
MCGINLEY FRANK P 360 249,759.52 1
10275 ROWLOCK WAY 9.625 2,124.97 88
9.375 2,124.97 285,388.00
PARKER CO 80134 1 12/16/94 14
0380093980 05 02/01/95 17
50600002 O 01/01/25
0
1402741 074/728 F 367,900.00 ZZ
WILLIAMS BILLY L 360 367,536.65 1
34 BROWNSBURY ROAD 9.500 3,093.50 80
9.250 3,093.50 459,900.00
LAGUNA NIGUEL CA 92677 1 12/06/94 00
0380092792 03 02/01/95 0
507005220 O 01/01/25
0
1
1402743 074/728 F 270,000.00 ZZ
NICHOLS JOE R 360 269,733.33 1
RT 3 BOX 2573B 9.500 2,270.31 90
9.250 2,270.31 300,000.00
SPICEWOOD TX 78669 2 12/19/94 04
0380092834 05 02/01/95 17
50900243 O 01/01/25
0
1402746 074/728 F 508,000.00 ZZ
CORNETT PATRICIA A 360 507,484.92 1
11 ETON WAY 9.375 4,225.29 80
9.125 4,225.29 635,000.00
MILL VALLEY CA 94941 1 12/01/94 00
0380094012 05 02/01/95 0
56128559 O 01/01/25
0
1402754 074/728 F 260,000.00 ZZ
NAFTEL NANCY M 360 259,581.73 1
1290 CALLE CECELIA 9.125 2,115.45 80
8.875 2,115.45 325,000.00
SAN DIMAS CA 91773 1 11/03/94 00
0380093949 03 01/01/95 0
56211524 O 12/01/24
0
1402764 074/728 F 242,900.00 ZZ
HARWELL MARK R 360 242,509.24 1
3026 TOWNESIDE LANE 9.125 1,976.32 90
8.875 1,976.32 269,900.00
WOODSTOCK GA 30188 1 11/30/94 01
0380093956 05 01/01/95 17
56605545 O 12/01/24
0
1402766 074/728 F 762,000.00 ZZ
MULVEY DOUGLAS J 360 760,805.72 1
16768 CIRCA DEL SUR 9.250 6,268.79 64
9.000 6,268.79 1,200,000.00
RANCHO SANTA FE CA 92067 4 11/16/94 00
0380094020 03 01/01/95 0
56711526 O 12/01/24
0
1402787 074/728 F 432,000.00 ZZ
KAPELINSKI JR EDWARD L 360 431,584.44 1
1
5530 S CHILDS 9.625 3,671.95 70
9.375 3,671.95 625,000.00
HINSDALE IL 60521 4 12/12/94 00
0380093972 05 02/01/95 0
62109305 O 01/01/25
0
1402790 074/728 F 265,000.00 ZZ
HECHT SR MICHAEL R 360 264,716.87 1
501 STONE CHAPEL ROAD 9.125 2,156.13 65
8.875 2,156.13 410,000.00
WESTMINSTER MD 21157 5 12/29/94 00
0380094004 05 02/01/95 0
72114789 O 01/01/25
0
1402846 047/047 F 59,900.00 ZZ
DRIBER THOMAS R 360 59,900.00 1
108 VISSING PLACE 9.625 509.15 75
9.375 509.15 79,900.00
LOS LUNAS NM 87031 1 02/08/95 00
10880674 05 04/01/95 0
10880674 O 03/01/25
0
1402852 028/728 F 63,000.00 ZZ
CERDA ERNESTINA 360 63,000.00 1
12949 13TH STREET 9.750 541.27 75
9.500 541.27 84,000.00
CHINO CA 91710 1 02/09/95 00
0380096306 05 04/01/95 0
162879 O 03/01/25
0
1402904 624/728 F 315,000.00 ZZ
GRAHAM MATTHEW C 360 315,000.00 1
4285 CALLAHAN AVENUE 9.875 2,735.30 74
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LAS VEGAS NV 89120 2 02/06/95 00
0380096553 05 04/01/95 0
89108092183F O 03/01/25
0
1402913 562/562 F 240,000.00 BB
KABIA THOMAS I 360 239,890.96 1
23 GREENLAWN ROAD 9.875 2,084.04 78
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CORTLANDT MANOR NY 10566 1 01/30/95 00
450239 05 03/01/95 0
1
450239 O 02/01/25
0
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GARCIA GREGORY A 360 246,950.00 1
9281 SOUTH MOUNTAIN BRUSH STRE 9.625 2,099.05 95
9.375 2,099.05 259,975.00
HIGHLANDS RANCH CO 80126 1 02/17/95 10
0880699 03 04/01/95 30
0880699 O 03/01/25
0
1402970 171/728 F 281,850.00 ZZ
SNOW CEDRIC W 360 281,711.36 1
3830 FIR CIRCLE 9.500 2,369.95 90
9.250 2,369.95 313,500.00
SEAL BEACH CA 90740 1 01/12/95 21
0380092693 05 03/01/95 25
03054330 O 02/01/25
0
1402971 249/728 F 83,000.00 ZZ
FERREIRA MARIA N 360 82,967.02 1
17 BRITTANY LANE 10.500 759.23 42
10.250 759.23 200,000.00
NORTH DARMOUTH MA 02747 2 01/06/95 00
0380093576 05 03/01/95 0
606048185 O 02/01/25
0
1403025 478/478 F 256,000.00 ZZ
LEE PHILLIP G 360 255,863.77 1
20255 SW GASSNER ROAD 9.125 2,082.90 80
8.875 2,082.90 320,000.00
ALOHA OR 97007 1 01/04/95 00
0814578571 05 03/01/95 0
0814578571 O 02/01/25
0
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SALAS HAROLD G 360 172,821.45 1
701 SEVILLE LANE 9.875 1,501.37 95
9.625 1,501.37 182,000.00
VACAVILLE CA 95688 2 01/05/95 14
0380095134 05 03/01/95 25
7600885278 O 02/01/25
0
1
1403039 313/728 F 350,000.00 BB
CASTEEL JOHN R 360 349,840.98 1
9201 DEVERON COURT 9.875 3,039.23 90
9.625 3,039.23 391,000.00
FAIRFAX STATION VA 22039 1 01/31/95 04
0380095001 03 03/01/95 20
5673678 O 02/01/25
0
1403043 074/728 F 419,200.00 ZZ
MARSDEN JAMES L 360 418,507.89 1
1300 SHARINGBROOK 9.000 3,372.98 80
8.750 3,372.98 524,000.00
MANHATTAN KS 66502 1 11/09/94 00
0380092404 05 01/01/95 0
10494610 O 12/01/24
0
1403044 736/728 F 273,000.00 ZZ
STYCHNO E P 360 272,862.13 1
2111 SCHAEFFER ROAD 9.375 2,270.68 69
9.125 2,270.68 400,000.00
SEBASTOPOL CA 95472 2 01/24/95 00
0380093840 05 03/01/95 0
425314 O 02/01/25
0
1403050 560/560 F 250,000.00 ZZ
ALLINSON BRET L 360 249,587.24 1
813 PARKWOOD COURT 9.000 2,011.56 72
8.750 2,011.56 349,917.00
MCKINNEY TX 75070 1 11/30/94 00
450040456 03 01/01/95 0
450040456 O 12/01/24
0
1403051 560/560 F 775,000.00 R
TOSCH, PAUL J 360 773,753.27 1
4829 WICKFORD WEST 9.125 6,305.66 68
8.875 6,305.66 1,140,000.00
BLOOMFIELD TWP MI 48302 1 11/30/94 00
450040621 01 01/01/95 0
450040621 O 12/01/24
0
1403056 560/560 F 513,600.00 R
THOMAS T P 360 513,065.43 1
929 GRAY FOX CIRCLE 9.250 4,225.26 80
9.000 4,225.26 642,000.00
1
PLEASANTON CA 94566 1 11/29/94 00
450044185 05 02/01/95 0
450044185 O 01/01/25
0
1403067 560/560 F 273,100.00 ZZ
CRAIN STEPHEN A 360 272,837.29 1
3046 POWDER MILL ROAD 9.625 2,321.32 95
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ADELPHI MD 20783 1 12/22/94 04
450054507 05 02/01/95 30
450054507 O 01/01/25
0
1403068 560/560 F 225,600.00 ZZ
NORMAN THOMAS R 360 225,371.25 1
1314 PILGRIM 9.375 1,876.43 76
9.125 1,876.43 299,000.00
BIRMINGHAM MI 48009 1 12/22/94 00
450055348 05 02/01/95 0
450055348 O 01/01/25
0
1403075 560/560 F 236,800.00 R
RAMO DAVID W 360 236,673.99 1
29550 VIRGINIA LANE 9.125 1,926.68 80
8.875 1,926.68 296,000.00
WAUCONDA IL 60084 1 01/10/95 00
450063821 05 03/01/95 0
450063821 O 02/01/25
0
1403090 003/728 F 234,000.00 ZZ
SPARKS CHARLES P 360 233,881.84 1
4131 WILD SONNET TRAIL 9.375 1,946.29 80
9.125 1,946.29 292,500.00
NORCROSS GA 30092 1 01/31/95 00
0380093592 05 03/01/95 0
0061060791 O 02/01/25
0
1403096 614/728 F 315,000.00 ZZ
CRANEY DAVID R 360 314,845.06 1
101 LAWRENCE ROAD 9.500 2,648.69 90
9.250 2,648.69 350,000.00
ALAMEDA CA 94501 1 01/13/95 14
0380093931 03 03/01/95 17
2200172739 O 02/01/25
0
1
1403109 201/201 F 214,000.00 ZZ
VERGARA JACOB 360 213,891.93 1
1461 LAMBERTS MILL ROAD 9.375 1,779.95 90
9.125 1,779.95 238,000.00
TOWN OF WESTFIE NJ 07090 1 01/27/95 14
1800788349 05 03/01/95 25
1800788349 O 02/01/25
0
1403539 637/728 F 475,000.00 ZZ
KHALFAN REYAZ 360 474,766.36 1
10 STERLING PLAZA 9.500 3,994.06 58
9.250 3,994.06 820,000.00
NORTH HILLS NY 11576 1 01/27/95 00
0380093667 05 03/01/95 0
3242930 O 02/01/25
0
1403561 556/728 F 300,000.00 ZZ
ROUSE DAVID A 360 300,000.00 1
798 HARNESS CREEK VIEW DRIVE 9.375 2,495.25 95
9.125 2,495.25 317,315.00
ANNAPOLIS MD 21403 1 02/03/95 04
0380094897 05 04/01/95 30
700308 O 03/01/25
0
1403583 201/201 F 337,500.00 ZZ
PHILIPOSE DILIP 360 337,346.66 1
10 HICKORY DRIVE 9.875 2,930.68 75
9.625 2,930.68 450,000.00
BERNARDS TOWNSH NJ 07920 1 01/26/95 00
1300791777 05 03/01/95 0
1300791777 O 02/01/25
0
1403584 003/728 F 272,600.00 ZZ
CAVALLO ROBERT O 360 272,462.34 1
43 PEPPERTREE COURT 9.375 2,267.35 80
9.125 2,267.35 340,804.00
MARIETTA GA 30068 1 01/31/95 00
0380093907 03 03/01/95 0
0061060598 O 02/01/25
0
1403591 169/169 F 328,000.00 ZZ
HORNBROOK MICHAEL J 360 327,836.95 1
1
821 HILSIDE 9.450 2,746.05 80
9.325 2,746.05 410,000.00
GLEN ELLYN IL 60137 2 01/31/95 00
7342861 05 03/01/95 0
7342861 O 02/01/25
0
1403592 169/169 F 228,000.00 ZZ
HERSCH JEFFREY S 360 227,886.66 1
9 CREST LANE 9.450 1,908.84 79
9.325 1,908.84 290,000.00
SCARSDALE NY 10583 1 01/27/95 00
8129185 05 03/01/95 0
8129185 O 02/01/25
0
1403607 324/728 F 216,000.00 ZZ
PAEZ RAMIRO 360 215,896.52 1
5904 EDSON LANE 9.625 1,835.98 90
9.375 1,835.98 240,000.00
ROCKVILLE MD 20852 1 02/01/95 04
0380093741 09 03/01/95 25
5017728 O 02/01/25
0
1403612 791/728 F 309,400.00 ZZ
SCHERR BRUCE J 360 309,400.00 1
3603 DORLAND DRIVE 9.750 2,658.22 70
9.500 2,658.22 442,000.00
BALTIMORE MD 21208 1 02/28/95 00
0380096900 05 04/01/95 0
105068 O 03/01/25
0
1403652 556/728 F 385,200.00 ZZ
SMITH ROBERT F 360 385,200.00 1
2713 HOWARD GROVE ROAD 9.750 3,309.47 90
9.500 3,309.47 428,027.00
DAVIDSONVILLE MD 21035 1 02/06/95 04
0380094947 05 04/01/95 30
700305 O 03/01/25
0
1403666 051/728 F 216,000.00 ZZ
TRUONG PHOT V 360 216,000.00 1
15791 EXETER STREET 9.625 1,835.98 90
9.375 1,835.98 240,000.00
WESTMINSTER CA 92683 1 02/01/95 14
0380095894 03 04/01/95 25
1
10105047 O 03/01/25
0
1403677 241/241 F 382,300.00 ZZ
DAOUK FADI 360 382,096.55 1
318 VAILWOOD CT 9.125 3,110.52 69
8.875 3,110.52 562,000.00
BLOOMFIELD TWP MI 48302 2 01/26/95 00
7016546 05 03/01/95 0
7016546 O 02/01/25
0
1403679 241/241 F 244,000.00 ZZ
KEMME DOUGLAS J 360 243,308.21 1
2005 24TH STREET 9.500 2,051.68 80
9.250 2,051.68 305,000.00
GREELEY CO 80631 1 01/10/95 00
1996511 05 03/01/95 0
1996511 O 02/01/25
0
1403682 686/686 F 30,000.00 ZZ
CARTER JAMES A 360 29,986.37 1
8211 TERRY LANE 9.875 260.51 43
9.625 260.51 70,000.00
HERMITAGE TN 37076 1 01/31/95 00
30816673099 05 03/01/95 0
30816673099 O 02/01/25
0
1403687 556/728 F 268,000.00 ZZ
TYREE JR DOUGLAS R 360 268,000.00 1
112 PELHAM WOODS CR 9.375 2,229.09 80
9.125 2,229.09 335,000.00
WAYNESBORO VA 22980 4 02/07/95 00
0380095316 05 04/01/95 0
781000 O 03/01/25
0
1403713 324/728 F 292,500.00 ZZ
ULLRICH CARLA M 360 292,367.11 1
856 DE JUR STREET 9.875 2,539.92 90
9.625 2,539.92 325,000.00
BREA CA 92621 2 01/25/95 04
0380094624 05 03/01/95 25
5017322 O 02/01/25
0
1
1403756 664/728 F 339,000.00 ZZ
SPITTERS JR LAURENCE L 360 338,824.25 1
5154 APENNINES CIRCLE 9.250 2,788.87 75
9.000 2,788.87 452,000.00
SAN JOSE CA 95138 1 01/20/95 00
0380094913 03 03/01/95 0
2025047 O 02/01/25
0
1403759 480/728 F 287,000.00 ZZ
CONESA JR JOSE A 360 286,858.83 1
5999 SW 94TH STREET 9.500 2,413.25 66
9.250 2,413.25 440,000.00
MIAMI FL 33156 1 01/31/95 00
0380094756 05 03/01/95 0
1065614 O 02/01/25
0
1403760 480/728 F 276,000.00 ZZ
BURNETT JOHN C 360 275,884.26 1
3 S 207 ELFSTROM TRAIL 10.250 2,473.24 75
10.000 2,473.24 369,686.00
BATAVIA IL 60510 1 01/27/95 00
0380096868 05 03/01/95 0
0838359 O 02/01/25
0
1403770 766/728 F 39,200.00 T
HERNANDEZ HUSSEIN 360 39,200.00 1
6345 COLLINS AVENUE #828 9.750 336.79 80
9.500 336.79 49,000.00
MIAMI BEACH FL 33141 1 02/27/95 00
0380096793 08 04/01/95 0
94HA104 O 03/01/25
0
1403779 822/728 F 240,000.00 ZZ
BIEDERMAN MICHAEL J 360 239,623.82 1
12 BAILEY DRIVE 9.250 1,974.43 75
9.000 1,974.43 320,000.00
UPPER MAKEFIELD PA 18977 5 11/23/94 00
0380094871 05 01/01/95 0
0876046626 O 12/01/24
0
1403785 072/072 F 234,000.00 ZZ
SLATER JONATHAN B 360 233,899.21 1
30 LOVERS LANE 10.125 2,075.17 90
9.875 2,075.17 260,000.00
1
HUNTINGTON NY 11743 1 01/18/95 14
3536351 05 03/01/95 17
3536351 O 02/01/25
0
1403787 072/072 F 514,000.00 ZZ
FASCIANO NICHOLAS J 360 503,651.52 1
180 SUNSET ROAD 7.375 3,550.08 47
7.125 3,550.08 1,100,000.00
OYSTER BAY COVE NY 11771 2 02/15/94 00
6730515 05 04/01/94 0
6730515 O 03/01/24
0
1403788 313/728 F 128,000.00 ZZ
SASSE JAMES R 360 127,940.28 1
264 HILLRIDGE COVE 9.750 1,099.72 72
9.500 1,099.72 178,500.00
LIZELLA GA 31052 2 02/07/95 00
0380094939 05 03/01/95 0
5645932 O 02/01/25
0
1403789 072/072 F 244,739.49 ZZ
CHRISTIE STEPHEN G 347 244,004.55 1
6534 WARD ROAD 9.125 2,005.81 74
8.875 2,005.81 331,000.00
ORCHARD PARK NY 14127 2 08/02/94 00
1070380 05 11/01/94 0
1070380 O 09/01/23
0
1403790 072/072 F 265,500.00 ZZ
SMITH LARRY E 360 265,072.89 1
2754 MERRITT DRIVE 9.125 2,160.20 90
8.875 2,160.20 295,000.00
BUFORD GA 31012 1 11/16/94 04
3457338 05 01/01/95 17
3457338 O 12/01/24
0
1403791 072/072 F 292,500.00 ZZ
BAUR YORK L 360 292,363.53 1
4125 187TH AVENUE SOUTHEAST 9.750 2,513.03 90
9.500 2,513.03 325,000.00
ISSAQUAH WA 98027 1 01/20/95 14
3669441 05 03/01/95 17
3669441 O 02/01/25
0
1
1403792 072/072 F 260,000.00 ZZ
CULKIN WALTER D 360 259,786.80 1
33 DENISE COURT 10.375 2,354.06 90
10.125 2,354.06 290,000.00
MANALAPAN NJ 07726 1 12/08/94 04
3590984 05 02/01/95 25
3590984 O 01/01/25
0
1403794 822/728 F 275,000.00 ZZ
HARDING JOHN D 360 275,000.00 1
1380 GILBERT ROAD 9.000 2,212.72 64
8.750 2,212.72 432,500.00
MEADOWBROOK PA 19046 1 02/01/95 00
0380094921 05 04/01/95 0
0176083057 O 03/01/25
0
1403795 072/072 F 180,000.00 ZZ
FARRELL HERMAN 360 179,922.46 3
284 E 98TH STREET 10.125 1,596.29 88
9.875 1,596.29 205,000.00
BROOKLYN NY 11226 1 01/31/95 14
3607887 05 03/01/95 17
3607887 O 02/01/25
0
1403796 072/072 F 95,000.00 ZZ
EUGENE ALBERT 360 94,834.82 1
5634 EAST RIVER ROAD 8.750 747.37 71
8.500 747.37 135,000.00
T/O GRAND ISLAN NY 14072 4 11/14/94 00
1102231 05 01/01/95 0
1102231 O 12/01/24
0
1403797 072/072 F 581,250.00 ZZ
MUMFORD DREW W 360 579,965.66 1
3252 NORTH COTTONWOOD LAND 9.000 4,676.87 75
8.750 4,676.87 775,000.00
PROVO UT 84604 4 10/31/94 00
3224686 03 12/01/94 0
3224686 O 11/01/24
0
1403799 047/047 F 110,250.00 ZZ
HARR KELVIN S 360 110,250.00 1
1
7077 ROBB STREET 9.375 917.01 75
9.125 917.01 147,000.00
ARVADA CO 80004 1 02/24/95 00
0880741 05 04/01/95 0
0880741 O 03/01/25
0
1403800 072/072 F 166,500.00 ZZ
AKRIVOULIS CHRISTOS 360 166,424.35 2
8 IRVING STREET 9.875 1,445.81 71
9.625 1,445.81 237,500.00
ARLINGTON MA 02174 1 01/12/95 00
3616827 05 03/01/95 0
3616827 O 02/01/25
0
1403804 072/072 F 342,250.00 ZZ
LEE STANLEY S 360 341,902.99 1
2065 PASEO DEL ORO 9.375 2,846.66 80
9.125 2,846.66 428,000.00
SAN JOSE CA 95124 1 12/22/94 00
3619842 03 02/01/95 0
3619842 O 01/01/25
0
1403805 072/072 F 330,000.00 ZZ
KHOURY NICK N 360 329,647.44 1
5806 DIAMOND POINT CIRCLE 9.125 2,684.99 86
8.875 2,684.99 385,000.00
EL PASO TX 79912 1 12/30/94 14
3621278 05 02/01/95 17
3621278 O 01/01/25
0
1403808 232/232 F 300,000.00 ZZ
PEGUERO EDWIN N 360 299,856.28 1
5407 GLENMORE DRIVE 9.625 2,549.97 86
9.375 2,549.97 350,000.00
LAKELAND FL 33813 1 01/31/95 10
862633 05 03/01/95 17
862633 O 02/01/25
0
1403852 051/728 F 290,000.00 ZZ
MORRA PASQUALE 360 290,000.00 1
1135 SOUTH WETHERLY DRIVE 9.500 2,438.48 86
9.250 2,438.48 340,000.00
LOS ANGELES CA 90035 2 02/09/95 12
0380095605 05 04/01/95 25
1
10104970 O 03/01/25
0
1403865 047/047 F 44,800.00 ZZ
MOSER SHANE P 360 44,800.00 1
2235 SIDEWINDER DRIVE 10.250 401.46 80
10.000 401.46 56,000.00
PARK CITY UT 84060 1 02/10/95 00
0880702 01 04/01/95 0
0880702 O 03/01/25
0
1403875 052/052 F 285,000.00 ZZ
HARRIS ADA C 360 284,870.51 1
1731 CAMBRIDGE 9.875 2,474.80 73
9.625 2,474.80 395,000.00
PRESCOTT AZ 86301 4 01/18/95 00
294574 03 03/01/95 0
294574 O 02/01/25
0
1403882 635/728 F 225,000.00 T
KILPATRICK HEATHER 354 224,452.67 1
220 MADISON STREET 9.875 1,959.24 78
9.625 1,959.24 289,000.00
SAG HARBOR NY 11963 4 09/30/94 00
0380098286 05 11/01/94 0
3456357 O 04/01/24
0
1403888 637/728 F 213,000.00 ZZ
TRIANTOS ARTHUR 360 213,000.00 1
209-36 27TH AVE 9.750 1,830.00 75
9.500 1,830.00 285,000.00
FLUSHING NY 11360 1 02/10/95 00
0380095746 05 04/01/95 0
3243367 O 03/01/25
0
1403890 822/728 F 263,500.00 ZZ
MCKINLEY W L 360 263,373.76 1
4730 TWINBROOK CIRCLE 9.625 2,239.73 71
9.375 2,239.73 372,635.00
BUCKINGHAM TOWN PA 18901 1 01/26/95 00
0380095514 05 03/01/95 0
MCKINLEY O 02/01/25
0
1
1403892 051/728 F 50,000.00 ZZ
PADILLA MAGDALENA 360 50,000.00 1
430 BORDEAUX PLACE 9.875 434.17 30
9.625 434.17 170,000.00
HOLLISTER CA 95023 1 02/06/95 00
0380096256 05 04/01/95 0
16101658 O 03/01/25
0
1403893 686/686 F 129,300.00 ZZ
KIM HO J 360 129,300.00 1
10715 NW 48TH STREET 9.875 1,122.78 75
9.625 1,122.78 172,400.00
CORAL SPRINGS FL 33076 1 02/07/95 00
30816682330 03 04/01/95 0
30816682330 O 03/01/25
0
1403894 686/686 F 137,400.00 ZZ
SHANSAB RAHIM 360 137,400.00 1
1601 CHESTER DRIVE 9.375 1,142.83 74
9.125 1,142.83 185,900.00
PLANO TX 75025 1 02/08/95 00
30816764575 05 04/01/95 0
30816764575 O 03/01/25
0
1403895 686/686 F 55,650.00 T
MAZUR JEFFREY P 360 55,650.00 1
3010 SUNSET BEACH DRIVE 10.550 511.14 70
10.200 511.14 79,500.00
VENICE FL 34293 1 02/10/95 00
30816360721 05 04/01/95 0
30816360721 O 03/01/25
0
1403896 686/686 F 74,950.00 ZZ
REDMOND ZEBADIAH B 360 74,950.00 1
7311 DALLAS DRIVE 9.875 650.83 75
9.625 650.83 99,950.00
AUSTIN TX 78729 1 02/10/95 00
30816764351 05 04/01/95 0
30816764351 O 03/01/25
0
1403900 637/728 F 222,300.00 ZZ
DOHERTY WILLIAM M 360 222,300.00 1
2392 KLUNE COURT 9.250 1,828.81 95
9.000 1,828.81 234,000.00
1
SANTA CLARA CA 95054 1 02/01/95 12
0380096769 05 04/01/95 30
3430527 O 03/01/25
0
1403907 369/369 F 324,000.00 ZZ
DEAN GEORGE E 360 323,848.83 1
2681 E MIRAVAL PLACE 9.750 2,783.67 90
9.500 2,783.67 360,600.00
TUCSON AZ 85718 1 01/31/95 04
47974944 05 03/01/95 17
47974944 O 02/01/25
0
1403914 637/728 F 213,750.00 ZZ
ALBANO RICHARD 360 213,652.88 1
42 SEWARD DR 9.875 1,856.10 75
9.625 1,856.10 286,000.00
DIX HILLS NY 11746 1 01/23/95 00
0380095738 05 03/01/95 0
3243474 O 02/01/25
0
1403916 637/728 F 161,250.00 ZZ
SAMIOS THEODORE 360 161,178.66 1
36-10 23RD AVE 10.000 1,415.09 75
9.750 1,415.09 215,000.00
ASTORIA NY 11105 1 01/27/95 00
0380095753 05 03/01/95 0
3242500 O 02/01/25
0
1403939 A83/728 F 211,000.00 ZZ
MENNELLA ANTHONY V 360 211,000.00 1
1120 FAIRVIEW LANE 9.750 1,812.82 53
9.500 1,812.82 400,000.00
SINGER ISLAND FL 33404 2 02/21/95 00
0380095423 05 04/01/95 0
MENNELLA O 03/01/25
0
1403942 A04/728 F 218,000.00 ZZ
EGBERT SIDNEY R 360 218,000.00 1
29956 MAYFLOWER DRIVE 9.625 1,852.98 86
9.375 1,852.98 255,000.00
CANYON LAKE CA 92587 2 02/23/95 01
0380097684 03 04/01/95 17
100377 O 03/01/25
0
1
1403945 324/728 F 283,500.00 ZZ
SANSARICQ JEAN A 360 283,374.58 1
705 PROVIDENCE ESTATES DRIVE 10.000 2,487.92 90
EAST 9.750 2,487.92 315,000.00
MOBILE AL 36695 1 02/03/95 04
0380096595 03 03/01/95 25
5018048 O 02/01/25
0
1403946 324/728 F 312,750.00 ZZ
KOBERG MANFRED 360 312,750.00 1
781 ALLENDALE ROAD 9.375 2,601.30 90
9.125 2,601.30 347,500.00
KEY BISCAYNE FL 33149 1 02/10/95 04
0380096223 05 04/01/95 25
5019609 O 03/01/25
0
1404157 640/640 F 310,000.00 ZZ
GILLILAND III JACK C 360 309,851.49 1
102 SUFFOLK CRESCENT 9.625 2,634.97 80
9.375 2,634.97 387,750.00
BRENTWOOD TN 37027 1 01/30/95 00
0875732 05 03/01/95 0
0875732 O 02/01/25
0
1404384 306/306 F 250,000.00 ZZ
YI SUN N 360 247,433.70 1
18831 MUIRKIRK DRIVE 7.375 1,726.69 84
7.125 1,726.69 300,000.00
NORTHRIDGE CA 91326 2 01/10/94 14
2035459 05 03/01/94 17
2035459 O 02/01/24
0
1404464 627/728 F 261,600.00 ZZ
CHAN TERENCE K 360 261,600.00 1
744 BONITA DRIVE 9.500 2,199.67 80
9.250 2,199.67 327,000.00
SOUTH PASADENA CA 91030 1 02/14/95 00
0380096108 05 04/01/95 0
326831 O 03/01/25
0
1404470 664/728 F 69,500.00 ZZ
PIPER GERALD 360 69,500.00 1
1
1591 ULUPAU CIRCLE 9.500 584.40 64
9.250 584.40 109,709.00
BASTROP TX 78602 4 02/09/95 00
0380095878 05 04/01/95 0
2009629 O 03/01/25
0
1404474 664/728 F 212,000.00 ZZ
FONKEN CHRISTOPHW 360 212,000.00 1
5512 CONESTOGA WAY 10.000 1,860.46 80
9.750 1,860.46 265,000.00
RICHMOND CA 94803 2 02/01/95 00
0380095787 03 04/01/95 0
105859 O 03/01/25
0
1404488 661/661 F 65,000.00 ZZ
WILSEY JAMES D 360 64,940.69 1
1 CLOVERLEAF DRIVE 9.875 564.43 54
9.625 564.43 122,000.00
WARRENSBURG NY 12885 5 12/22/94 00
2032340 05 02/01/95 0
2032340 O 01/01/25
0
1404490 669/669 F 224,475.00 ZZ
FINBERG ROBERT W 360 224,475.00 1
33 COPPER PENNY ROAD 9.500 1,887.51 69
9.250 1,887.51 327,000.00
RARITAN TOWNSHI NJ 08822 1 02/02/95 00
GM11502532 05 04/01/95 0
GM11502532 O 03/01/25
0
1404578 822/728 F 295,500.00 ZZ
KIESLING THOMAS E 360 295,500.00 1
LOT 42 TULLAMORE CIRCLE 9.750 2,538.81 70
9.500 2,538.81 423,670.00
WEST PIKELAND T PA 19425 1 02/10/95 00
0380096074 03 04/01/95 0
3536001106 O 03/01/25
0
1404594 562/728 F 250,000.00 ZZ
ANGARANO MICHELE 360 250,000.00 1
217 GAINSBORG AVENUE 9.625 2,124.98 70
9.375 2,124.98 359,000.00
WEST HARRISON NY 10604 1 02/13/95 00
0380096215 05 04/01/95 0
1
90020363 O 03/01/25
0
1404598 163/163 F 207,000.00 ZZ
GLEASON DONALD 360 204,186.52 1
17 LONG MEADOW ROAD 7.375 1,429.70 73
7.250 1,429.70 285,000.00
COMMACK NY 11725 2 09/24/93 00
370723659 05 11/01/93 0
370723659 O 10/01/23
0
1404603 163/728 F 218,400.00 ZZ
ACKERMAN RONALD H 360 218,295.37 1
9125 ANCHOR MARK DR 9.625 1,856.38 95
9.375 1,856.38 229,900.00
INDIANAPOLIS IN 46236 1 01/30/95 14
0380097197 03 03/01/95 30
53771892 O 02/01/25
0
1404604 163/728 F 235,000.00 ZZ
ANSLEY DAVID 360 234,874.94 1
101 LINCOLN AVENUE 9.125 1,912.04 79
8.875 1,912.04 297,500.00
GREENBURGH NY 10706 1 01/12/95 00
0380097189 05 03/01/95 0
371481259 O 02/01/25
0
1404605 163/728 F 216,000.00 ZZ
COOPER RICHARD H 360 215,643.40 1
5 WOODLAWN AVENUE 9.000 1,737.98 90
8.750 1,737.98 240,000.00
NEEDHAM MA 02192 1 11/30/94 04
0380097155 05 01/01/95 17
0371563332 O 12/01/24
0
1404607 562/728 F 292,500.00 ZZ
LYSAK ANNE C 360 292,500.00 1
14 ROSE LANE 9.625 2,486.22 75
9.375 2,486.22 390,000.00
SPARTA NJ 07871 1 02/09/95 00
0380096587 05 04/01/95 0
90020355 O 03/01/25
0
1
1404608 163/728 F 230,000.00 ZZ
HERRON LYNN E 360 230,000.00 1
236 SOUTH EAGLE WAY 9.500 1,933.97 80
9.250 1,933.97 287,912.00
NORTH SALT LAKE UT 84054 1 02/03/95 00
0380097213 05 04/01/95 0
53771973 O 03/01/25
0
1404610 163/728 F 243,200.00 ZZ
NORTH JEFFERSONL 360 243,080.37 1
220 CANADAVILLE LOOP 9.500 2,044.96 80
9.250 2,044.96 304,000.00
EADS TN 38028 4 01/30/95 00
0380097171 05 03/01/95 0
10242532 O 02/01/25
0
1404611 163/728 F 279,000.00 ZZ
SEPETJIAN HAGOP 360 278,873.25 1
1400 EAST GLENOAKS BOULEVARD 9.875 2,422.69 90
9.625 2,422.69 310,000.00
GLENDALE CA 91206 1 01/13/95 14
0380097205 05 03/01/95 25
53786489 O 02/01/25
0
1404623 249/249 F 154,000.00 T
O'HARA THOMAS B 360 153,926.23 1
6107 ROCKY POINT CIRCLE 9.625 1,308.98 68
9.375 1,308.98 228,500.00
TRUCKEE CA 96161 1 01/27/95 00
303265675 01 03/01/95 0
303265675 O 02/01/25
0
1404646 575/728 F 97,000.00 ZZ
BRESLIN JOHN R 360 97,000.00 1
10 WILBUR STREET 9.500 815.63 66
9.250 815.63 147,000.00
SOUTH RIVER NJ 08882 1 02/09/95 00
0380098054 05 04/01/95 0
442006896 O 03/01/25
0
1404647 766/728 F 97,500.00 T
PAZ ARTURO 360 97,500.00 1
1881 WASHINGTON AVE #10-D 9.875 846.64 76
9.625 846.64 129,900.00
1
MIAMI BEACH FL 33139 1 02/17/95 00
0380096678 01 04/01/95 0
955G040 O 03/01/25
0
1404652 575/728 F 307,300.00 ZZ
MILAZZO MICHAEL V 360 307,300.00 1
11 TURNBERRY COURT 10.000 2,696.78 70
9.750 2,696.78 439,000.00
AMHERST NY 14221 1 02/16/95 00
0380098062 05 04/01/95 0
456005407 O 03/01/25
0
1404660 575/728 F 251,450.00 BB
CORNWELL JAMES M 360 251,326.32 1
8217 GLEN HEATHER DRIVE 9.500 2,114.33 90
9.250 2,114.33 279,413.00
FREDERICK MD 21702 1 01/27/95 14
0380098070 03 03/01/95 20
452000827 O 02/01/25
0
1404661 575/728 F 449,950.00 ZZ
KING JOHN W 360 449,950.00 1
6107 WATERS EDGE ROAD 9.625 3,824.53 90
9.375 3,824.53 499,950.00
MIDLOTHIAN VA 23112 1 02/14/95 14
0380097148 03 04/01/95 20
411006760 O 03/01/25
0
1404663 575/728 F 230,000.00 ZZ
PENA MANUEL 360 229,877.60 1
7238 GREENTREE ROAD 9.125 1,871.36 90
8.875 1,871.36 258,000.00
BETHESDA MD 20817 2 01/26/95 14
0380097122 09 03/01/95 20
421013878 O 02/01/25
0
1404664 575/728 F 238,500.00 ZZ
BLUNT JR ROBERT F 360 238,382.69 1
1399 OLDE TOWNE ROAD 9.500 2,005.44 90
9.250 2,005.44 265,000.00
ALEXANDRIA VA 22307 1 01/27/95 10
0380097114 05 03/01/95 20
433008111 O 02/01/25
0
1
1404665 575/728 F 228,000.00 ZZ
COFFMAN MITCHELL 360 227,890.77 1
269-4 PLEASANT VALLEY ROAD 9.625 1,937.98 95
9.375 1,937.98 240,000.00
OLD BRIDGE NJ 08857 1 01/19/95 04
0380097130 05 03/01/95 25
442006885 O 02/01/25
0
1404695 076/076 F 101,000.00 T
MILLS JEFFREY F 360 101,000.00 1
8700 RIDGEWOOD AVENUE 9.250 830.91 70
9.000 830.91 145,000.00
CAPE CANAVERAL FL 32920 1 02/01/95 00
3806892 01 04/01/95 0
3806892 O 03/01/25
0
1404696 076/076 F 76,900.00 ZZ
PORRAS-PITA EUGENIO 360 76,900.00 1
8512 S.W.163RD COURT 9.375 639.62 70
9.125 639.62 109,900.00
MIAMI FL 33193 1 02/02/95 00
4208112 03 04/01/95 0
4208112 O 03/01/25
0
1404697 076/076 F 375,000.00 ZZ
SNYDER HOWARD M 360 374,820.34 1
8939 N. 65TH STREET 9.625 3,187.47 49
9.375 3,187.47 775,000.00
PARADISE VALLEY AZ 85253 1 01/11/95 00
4396912 03 03/01/95 0
4396912 O 02/01/25
0
1404698 076/076 F 343,200.00 ZZ
ADAMS LAURIE B 360 343,017.36 1
8013 HAMPDEN LANE 9.125 2,792.39 77
8.875 2,792.39 450,000.00
BETHESDA MD 20814 1 01/23/95 00
4407302 05 03/01/95 0
4407302 O 02/01/25
0
1404699 076/076 F 385,000.00 ZZ
PARTELLOW JR MYLES 360 384,825.08 1
1
162 ERICAS LANE 9.875 3,343.15 70
9.625 3,343.15 550,000.00
SAGAPONACK NY 11962 1 02/02/95 00
4412232 05 03/01/95 0
4412232 O 02/01/25
0
1404700 076/076 F 500,000.00 ZZ
VAGLIANO ANDRE 360 499,772.83 1
103 TOWER ROAD 9.875 4,341.75 50
9.625 4,341.75 1,000,000.00
LINCOLN MA 01773 2 01/10/95 00
4415952 05 03/01/95 0
4415952 O 02/01/25
0
1404701 076/076 F 300,000.00 ZZ
LUND LON H 360 299,867.29 1
4110 WEST WILLOWBROOK LANE 10.000 2,632.71 28
9.750 2,632.71 1,100,000.00
JACKSON WY 83001 5 01/25/95 00
4416152 05 03/01/95 0
4416152 O 02/01/25
0
1404702 076/076 F 275,400.00 ZZ
HAWKINS ORWILL V 360 275,264.53 1
9315 FOREST DOWNS 9.500 2,315.72 90
9.250 2,315.72 306,000.00
MEMPHIS TN 38125 1 01/31/95 10
4424312 05 03/01/95 25
4424312 O 02/01/25
0
1404703 076/076 F 141,500.00 ZZ
GEER DANIEL S 360 141,430.40 1
2040 NORTH SURREY COURT 9.500 1,189.81 63
9.250 1,189.81 225,000.00
GRAND JUNCTION CO 81503 1 01/31/95 00
4425482 03 03/01/95 0
4425482 O 02/01/25
0
1404704 076/076 F 384,000.00 ZZ
CLARKE WILFRED V 360 383,816.04 1
107A DEER PARK ROAD 9.625 3,263.96 80
9.375 3,263.96 485,000.00
DIX HILLS NY 11746 1 01/20/95 00
4515962 05 03/01/95 0
1
4515962 O 02/01/25
0
1404705 076/076 F 212,800.00 ZZ
PETERSON II DAVID W 360 212,572.66 1
213 HIGHLAND TRACE DRIVE 9.125 1,731.41 95
8.875 1,731.41 225,000.00
BATON ROUGE LA 70808 1 12/28/94 04
4545602 05 02/01/95 25
4545602 O 01/01/25
0
1404706 076/076 F 213,600.00 ZZ
CONSTANTINE MICHAEL J 360 213,497.67 1
1 WINDWARD CIRCLE 9.625 1,815.58 80
9.375 1,815.58 267,000.00
WARWICK RI 02889 1 01/30/95 00
4546372 05 03/01/95 0
4546372 O 02/01/25
0
1404707 076/076 F 315,000.00 ZZ
BRYANT DELL E 360 314,840.93 1
795 NELSONVILLE ROAD 9.375 2,620.01 70
9.125 2,620.01 450,000.00
BELLVILLE TX 77418 1 01/30/95 00
4546462 05 03/01/95 0
4546462 O 02/01/25
0
1404708 076/076 F 94,500.00 ZZ
O'DONNELL THOMAS P 360 94,455.90 1
2201 RIVER BEACH DRIVE 9.750 811.91 70
9.500 811.91 135,000.00
NAPLES FL 33942 1 01/31/95 00
4548342 03 03/01/95 0
4548342 O 02/01/25
0
1404709 076/076 F 242,500.00 ZZ
ARRIETA JR NATIVIDAD 360 242,380.72 1
2517 MYRA PLACE NE 9.500 2,039.07 81
9.250 2,039.07 300,000.00
ALBUQUERQUE NM 87112 2 01/25/95 11
4550572 05 03/01/95 12
4550572 O 02/01/25
0
1
1404726 562/562 F 280,000.00 ZZ
GOULD EDITH 360 280,000.00 30
622 GREENWICH STREET 9.875 2,431.38 70
APT 2F 9.625 2,431.38 400,000.00
NEW YORK NY 10014 2 02/24/95 00
455386 12 04/01/95 0
455386 O 03/01/25
0
1404748 560/560 F 194,163.70 ZZ
MANDERS MARK J 306 193,379.10 1
4862 THILLE STREET 9.375 1,671.39 86
9.125 1,671.39 227,951.00
VENTURA CA 93003 1 09/28/94 04
217385558 01 11/01/94 17
217385558 O 04/01/20
0
1404749 560/560 F 400,000.00 ZZ
COLLINS JANICE A 360 397,678.21 1
18105 NORTHWEST MONTREUX DRIVE 7.750 2,865.65 87
7.500 2,865.65 462,000.00
ISSAQUAH WA 98027 4 06/17/94 14
221493919 05 08/01/94 17
221493919 O 07/01/24
0
1404750 560/560 F 274,000.00 ZZ
DELOOMY ILHAM 360 271,601.11 1
LOT 9, BALDWIN ROAD 8.750 2,155.56 78
8.500 2,155.56 355,000.00
WESTFORD MA 01886 1 09/30/94 00
450002258 05 11/01/94 0
450002258 O 10/01/24
0
1404751 560/560 F 292,000.00 ZZ
STANGE WILLIAM A 360 291,167.62 1
GREYSTONE DRIVE #627 7.750 2,091.92 80
7.500 2,091.92 365,000.00
BEAVERCREEK OH 45434 4 10/28/94 00
450012372 05 12/01/94 0
450012372 O 11/01/24
0
1404752 560/560 F 100,000.00 ZZ
ARLOTTA JOSEPH F 360 99,946.79 1
829 BRIARCLIFF AVENUE 9.125 813.63 61
8.875 813.63 165,000.00
1
POINT PLEASANT NJ 08742 1 01/27/95 00
450071873 05 03/01/95 0
450071873 O 02/01/25
0
1404753 560/560 F 75,000.00 ZZ
EBERLE FRANCES E 360 74,961.12 1
LOT 6, SECTION A 9.250 617.01 60
9.000 617.01 125,000.00
DINGMANS FERRY PA 18328 1 01/28/95 00
450074026 05 03/01/95 0
450074026 O 02/01/25
0
1404754 560/560 F 226,535.00 R
STOJANOVIC STEVAN 360 226,417.56 1
1435 E. CAPTAIN DREYFUS AVE. 9.250 1,863.65 68
9.000 1,863.65 335,000.00
PHOENIX AZ 85022 1 01/24/95 00
450076856 03 03/01/95 0
450076856 O 02/01/25
0
1404755 560/560 F 312,000.00 ZZ
GABRIELLI WILLIAM F 360 312,000.00 1
22401 BIRCHCREST 9.500 2,623.47 80
9.250 2,623.47 390,000.00
MISSION VIEJO CA 92692 1 02/01/95 00
450078159 03 04/01/95 0
450078159 O 03/01/25
0
1404756 560/560 F 195,500.00 ZZ
LANGLEY KAREN E 360 195,397.71 1
2844 COVERED WAGON ROAD 9.500 1,643.87 40
9.250 1,643.87 500,000.00
SOLVANG CA 93463 2 01/26/95 00
450078217 05 03/01/95 0
450078217 O 02/01/25
0
1404757 560/560 F 244,800.00 ZZ
BARONAS-SPIESS DEBORAH E 360 244,800.00 1
21 PRESTON DRIVE 9.250 2,013.91 90
9.000 2,013.91 272,000.00
BARRINGTON RI 02806 1 02/08/95 10
450079157 05 04/01/95 25
450079157 O 03/01/25
0
1
1404758 560/560 F 227,200.00 ZZ
WILSON STEPHEN P 360 227,200.00 1
41040 MILL CREEK CROSSING 9.250 1,869.12 80
DRIVE 9.000 1,869.12 284,000.00
FOREST FALLS CA 92339 1 01/31/95 00
450079322 05 04/01/95 0
450079322 O 03/01/25
0
1404759 560/560 F 244,000.00 ZZ
KRADER JOSEPH 360 244,000.00 1
29831 WEATHERWOOD 9.375 2,029.47 80
9.125 2,029.47 305,000.00
LAGUNA NIGUEL CA 92677 1 02/02/95 00
450079827 05 04/01/95 0
450079827 O 03/01/25
0
1404760 560/560 F 240,750.00 ZZ
MARIN JORGE M 360 240,750.00 1
25082 MORRO COURT 9.375 2,002.44 75
9.125 2,002.44 321,000.00
LAGUNA HILLS CA 92653 1 02/01/95 00
450079835 05 04/01/95 0
450079835 O 03/01/25
0
1404761 560/560 F 135,000.00 ZZ
MICHAELS JR WILLIAM E 360 135,000.00 1
24 SYCAMORE LANE 8.875 1,074.12 58
8.625 1,074.12 235,000.00
CHESTER SPRINGS PA 19425 1 02/10/95 00
450080403 05 04/01/95 0
450080403 O 03/01/25
0
1404762 560/560 F 295,000.00 ZZ
KARMAN ROBB T 360 295,000.00 1
1245 FOREST AVENUE 9.250 2,426.89 79
9.000 2,426.89 375,000.00
PACIFIC GROVE CA 93950 1 02/09/95 00
450082813 05 04/01/95 0
450082813 O 03/01/25
0
1404763 560/560 F 100,000.00 ZZ
RIOS JOSE P 360 100,000.00 1
1
5049 NORTH TRIPP AVENUE 9.500 840.85 66
9.250 840.85 153,000.00
CHICAGO IL 60630 1 02/22/95 00
450085089 05 04/01/95 0
450085089 O 03/01/25
0
1404779 640/640 F 294,400.00 ZZ
GIBSON LARRY 351 294,400.00 1
1709 VALLEY FORGE DRIVE 9.375 2,460.21 78
9.125 2,460.21 380,560.00
HIXSON TN 37343 4 02/07/95 00
0838 05 04/01/95 0
0838 O 06/01/24
0
1404784 822/728 F 258,200.00 ZZ
NERI JOSEPH L 360 257,531.99 1
847 FULTON AVENUE 9.250 2,124.15 90
9.000 2,124.15 286,940.00
LANSDALE PA 19446 1 10/27/94 12
0380096777 05 12/01/94 22
0105111 O 11/01/24
0
1404791 450/450 F 235,000.00 ZZ
COLVIN BARNETT J 360 235,000.00 1
5079 VILLAGE PLACE COURT 8.750 1,848.75 71
8.500 1,848.75 335,000.00
WEST BLOOMFIELD MI 48322 1 02/10/95 00
3639531 05 04/01/95 0
3639531 O 03/01/25
0
1404798 201/201 F 260,700.00 ZZ
JOZWIAK JERZY 360 260,700.00 1
19307 SHERWOOD GREEN WAY 9.625 2,215.93 70
COUNTY OF MONTGOMERY 9.375 2,215.93 372,508.00
GAITHERSBURG MD 20879 1 02/17/95 00
32007966588 05 04/01/95 0
32007966588 O 03/01/25
0
1404800 163/728 F 229,500.00 ZZ
O'BRIEN RICHARD M 360 229,387.11 1
9218 BRUSHBORO DRIVE 9.500 1,929.77 90
9.250 1,929.77 255,000.00
BRENTWOOD TN 37027 1 01/27/95 14
0380097163 05 03/01/95 25
1
53764993 O 02/01/25
0
1404801 562/562 F 175,000.00 ZZ
HASS AMY 360 175,000.00 55
206 WEST 85TH STREET APT. 5 9.625 1,487.49 69
9.375 1,487.49 255,000.00
NEW YORK NY 10024 1 02/27/95 00
455758 13 04/01/95 0
455758 O 03/01/25
0
1404803 757/757 F 249,850.00 ZZ
STUBBS MIGUEL E 360 249,850.00 1
230 BEAVER FALLS PLACE 9.250 2,055.46 95
9.000 2,055.46 263,000.00
ATLANTA GA 30331 1 02/22/95 04
2487999 03 04/01/95 25
2487999 O 03/01/25
0
1404805 450/450 F 224,250.00 ZZ
KOSSA STEPHEN L 360 224,250.00 1
8542 FORREST STREET 9.250 1,844.85 80
9.000 1,844.85 280,330.00
HIGHLANDS RANCH CO 80126 1 02/13/95 00
3778230 03 04/01/95 0
3778230 O 03/01/25
0
1404809 074/728 F 308,000.00 ZZ
BRADWELL JERE L 360 307,852.45 1
3538 AQUETONG RD 9.625 2,617.97 70
9.375 2,617.97 440,000.00
SOLEBURY PA 18913 1 01/31/95 00
0380097890 05 03/01/95 0
1175026962 O 02/01/25
0
1404810 074/728 F 647,500.00 ZZ
GIACHETTI ALBERT A 360 647,500.00 1
3905 SOUTH OCEAN BLVD 10.125 5,742.18 70
9.875 5,742.18 925,000.00
HIGHLAND BEACH FL 33487 1 02/10/95 00
0380097924 05 04/01/95 0
1301099170 O 03/01/25
0
1
1404811 074/728 F 292,000.00 ZZ
COLLAZO RALPH T 360 291,863.77 1
6825 GLENEAGLE DRIVE 9.750 2,508.73 80
9.500 2,508.73 365,000.00
MIAMI LAKES FL 33014 1 01/27/95 00
0380097965 05 03/01/95 0
1311215925 O 02/01/25
0
1404812 074/728 F 239,000.00 ZZ
GREENBERG MATTHEW J 360 239,000.00 1
1111 CREEKFORD DRIVE 9.500 2,009.64 80
9.250 2,009.64 299,000.00
FORT LAUDERDALE FL 33326 1 02/16/95 00
0380097932 03 04/01/95 0
1312004685 O 03/01/25
0
1404814 074/728 F 975,000.00 ZZ
VISCONTI ROBERT 360 974,557.04 1
710 APPLE RIDGE ROAD 9.875 8,466.40 65
9.625 8,466.40 1,500,000.00
FRANKLIN LAKES NJ 07417 2 01/19/95 00
0380097908 05 03/01/95 0
1500014030 O 02/01/25
0
1404815 074/728 F 201,500.00 ZZ
HERNANDEZ CARLOS R 360 201,403.47 1
410 SW 128 AVENUE 9.625 1,712.73 65
9.375 1,712.73 312,000.00
MIAMI FL 33184 1 01/18/95 00
0380097999 05 03/01/95 0
1503013204 O 02/01/25
0
1404816 074/728 F 433,400.00 ZZ
MOORE DAVID R 360 433,203.10 1
1233 W 63RD TERR 9.875 3,763.42 70
9.625 3,763.42 619,162.00
KANSAS CITY MO 64113 1 01/10/95 00
0380097791 05 03/01/95 0
1504003782 O 02/01/25
0
1404817 074/728 F 198,000.00 ZZ
LOTFIAN MOHAMMED 360 198,000.00 1
29152 MURRE LANE 9.250 1,628.90 75
9.000 1,628.90 264,000.00
1
LAGUNA NIGUEL CA 92677 1 02/03/95 00
0380097841 05 04/01/95 0
1507012600 O 03/01/25
0
1404818 074/728 F 287,200.00 ZZ
BAILEY L A 360 287,062.41 1
3912 CONFERENCE COVE 9.625 2,441.17 80
9.375 2,441.17 359,000.00
AUSTIN TX 78730 1 01/25/95 00
0380097874 03 03/01/95 0
1509004002 O 02/01/25
0
1404819 074/728 F 216,000.00 ZZ
BUCK DAVID R 360 215,885.05 1
10678 FIRST TIMBERLANE DRIVE 9.125 1,757.45 82
8.875 1,757.45 264,549.00
NORTHFIELD MN 55057 1 01/19/95 01
0380097767 05 03/01/95 12
1510000712 O 02/01/25
0
1404820 074/728 F 272,600.00 ZZ
DAHI SOHEYL A 360 272,465.91 1
127 DALEWOOD WAY 9.500 2,292.17 80
9.250 2,292.17 340,750.00
SAN FRANCISCO CA 94127 1 01/03/95 00
0380097957 05 03/01/95 0
1561286000 O 02/01/25
0
1404821 074/728 F 275,000.00 ZZ
WAN TZU-CHIANW 360 274,864.73 1
1484 TARTARIAN WAY 9.500 2,312.35 65
9.250 2,312.35 425,000.00
SAN JOSE CA 95129 1 01/17/95 00
0380097882 05 03/01/95 0
1561286022 O 02/01/25
0
1404822 074/728 F 326,600.00 ZZ
MANGIN JIM L 360 326,435.06 1
312 SHADY VALLEY COURT 9.375 2,716.50 79
9.125 2,716.50 416,649.00
SAN RAMON CA 94583 1 01/17/95 00
0380097940 03 03/01/95 0
1561286113 O 02/01/25
0
1
1404823 074/728 F 635,800.00 ZZ
OECHSEL MICHAEL J 360 635,503.37 1
515 PT SAN PEDRO ROAD 9.750 5,462.51 79
9.500 5,462.51 810,000.00
SAN RAFAEL CA 94901 1 01/12/95 00
0380098021 03 03/01/95 0
1561286135 O 02/01/25
0
1404824 074/728 F 256,400.00 ZZ
COREY ROGER L 360 256,133.13 1
5441 VINMAR AVENUE 9.250 2,109.34 90
9.000 2,109.34 284,900.00
RANCHO CUCAMONG CA 91701 1 12/13/94 01
0380098013 05 02/01/95 17
1562115943 O 01/01/25
0
1404825 074/728 F 316,000.00 ZZ
MOTAMED MAJID E 360 315,840.42 2
438 & 438 1/2 FERNLEAF AVENUE 9.375 2,628.33 80
CORONA DEL MAR AREA 9.125 2,628.33 395,000.00
NEWPORT BEACH CA 92625 1 01/20/95 00
0380098005 05 03/01/95 0
1562116797 O 02/01/25
0
1404826 074/728 F 264,200.00 ZZ
CUNNINGHAM LARRY E 360 264,073.42 1
120 QUIET COVE 9.625 2,245.68 68
9.375 2,245.68 389,236.00
CANYON LAKE TX 78133 4 01/27/95 00
0380097858 03 03/01/95 0
1563100952 O 02/01/25
0
1404827 074/728 F 1,000,000.00 ZZ
YEBRI FEREYDOUNM 360 1,000,000.00 1
601 HILLCREST ROAD 9.375 8,317.50 65
9.125 8,317.50 1,552,000.00
BEVERLY HILLS CA 90210 1 02/14/95 00
0380097981 05 04/01/95 0
1567117866 O 03/01/25
0
1404828 074/728 F 308,000.00 ZZ
HEATON ROY G 360 307,848.49 1
1
15 LA JOLLA CIRCLE 9.500 2,589.84 79
9.250 2,589.84 392,000.00
MONTGOMERY TX 77356 2 01/27/95 00
0380097825 03 03/01/95 0
1571110394 O 02/01/25
0
1404829 074/728 F 512,000.00 ZZ
ZAKI HANI M 360 511,748.15 1
91 PROSPECT STREET 9.500 4,305.18 80
9.250 4,305.18 640,000.00
PROVIDENCE RI 02906 1 01/30/95 00
0380098039 05 03/01/95 0
1580008388 O 02/01/25
0
1404830 074/728 F 217,800.00 ZZ
STONE ORSBURN 360 217,701.04 1
5850 OAKLAND VALLEY DRIVE 9.875 1,891.27 90
9.625 1,891.27 242,000.00
OAKLAND TOWNSHI MI 48064 1 01/16/95 04
0380097809 05 03/01/95 17
1581007234 O 02/01/25
0
1404831 074/728 F 319,500.00 ZZ
SLOANE WILLIAM A 360 319,500.00 1
30685 GREENBRIAR NORTH 9.500 2,686.53 90
9.250 2,686.53 355,000.00
FRANKLIN VILLAG MI 48025 1 02/13/95 04
0380097783 05 04/01/95 25
1581008907 O 03/01/25
0
1404833 074/728 F 300,000.00 ZZ
GUNSOREK ROBERT L 360 300,000.00 1
1185 RIDGE ROAD 9.375 2,495.25 78
9.125 2,495.25 387,244.00
OWATONNA MN 55060 1 02/16/95 00
0380097866 05 04/01/95 0
1660030910 O 03/01/25
0
1404834 074/728 F 214,650.00 ZZ
NORDGREN JR PHILIP C 360 214,549.86 1
35136 WHEELER RD 9.750 1,844.17 90
9.500 1,844.17 238,500.00
KIRKLAND IL 60146 1 01/31/95 10
0380097759 05 03/01/95 17
1
1671071670 O 02/01/25
0
1404835 074/728 F 210,000.00 BB
WAITE JEFFREY F 360 209,902.03 1
5015 OLD HANOVER ROAD 9.750 1,804.22 90
9.500 1,804.22 235,000.00
WESTMINSTER MD 21158 1 01/27/95 10
0380097916 05 03/01/95 17
1721147126 O 02/01/25
0
1404836 074/728 F 368,100.00 ZZ
RITCHIE TIMOTHY L 360 368,100.00 1
13412 RUPERT COURT 9.750 3,162.55 90
9.500 3,162.55 409,000.00
RICHMOND VA 23233 1 02/10/95 14
0380097817 05 04/01/95 17
1861006802 O 03/01/25
0
1404837 180/728 F 100,000.00 ZZ
GEIGER GERALD W 360 99,217.66 1
10705 WEST 108TH TERRACE 7.875 725.07 45
7.625 725.07 225,000.00
OVERLAND PARK KS 66210 1 03/16/94 00
0380096801 05 05/01/94 0
2908614 O 04/01/24
0
1404843 560/560 F 445,600.00 ZZ
HEMMINGER STEVEN 360 443,145.86 1
17250 SODA SPRINGS ROAD 9.125 3,625.55 80
8.875 3,625.55 557,000.00
LOS GATOS CA 95030 6 04/20/94 00
221438815 05 06/01/94 0
221438815 O 05/01/24
0
1404844 560/560 F 226,163.19 ZZ
TSAI STANLEY 340 224,069.36 1
10204 STAFFORD LANE 8.000 1,683.59 79
7.750 1,683.59 289,000.00
ELLICOTT CITY MD 21043 1 02/02/94 00
220332795 03 05/01/94 0
220332795 O 08/01/22
0
1
1404845 560/560 F 300,000.00 ZZ
BUCKALEW JOSEPH R 360 298,945.33 1
13204 CORTE DE CHAMISAL 8.750 2,360.10 50
8.500 2,360.10 610,000.00
SALINAS CA 93908 1 08/08/94 00
221533490 05 10/01/94 0
221533490 O 09/01/24
0
1404846 560/560 F 220,000.00 ZZ
BANNON JAMES A 360 219,206.53 1
5 LAURA LYNN LANE 8.625 1,711.14 69
8.375 1,711.14 320,500.00
MEDIA PA 19342 1 08/29/94 00
221543127 05 10/01/94 0
221543127 O 09/01/24
0
1404847 560/560 F 294,400.00 ZZ
PIZZULLI MICHAEL 360 293,907.97 1
19 CRANBURY BROOK DRIVE 9.000 2,368.81 80
8.750 2,368.81 368,000.00
MILLSTONE TWP NJ 07726 1 11/22/94 00
450034335 05 01/01/95 0
450034335 O 12/01/24
0
1404848 670/670 F 325,000.00 ZZ
LEE JAMES A 360 324,695.50 1
32020 MOUNTAIN SHADOW ROAD 9.750 2,792.26 77
9.500 2,792.26 425,000.00
ACTON CA 93510 4 12/01/94 00
31828 05 02/01/95 0
31828 O 01/01/25
0
1404849 670/670 F 297,000.00 ZZ
MILLER JON B 360 296,721.75 1
4450 HERMOSA WAY 9.750 2,551.69 90
9.500 2,551.69 330,000.00
SAN DIEGO CA 92103 1 12/05/94 14
33758 05 02/01/95 20
33758 O 01/01/25
0
1404850 670/670 F 270,000.00 BB
THOMPSON ALEXANDERR 360 268,874.05 1
8 BISSELL LANE 8.875 2,148.25 88
8.625 2,148.25 310,000.00
1
NORWALK CT 06850 1 08/29/94 04
321494 05 10/01/94 17
321494 O 09/01/24
0
1404851 670/670 F 352,000.00 T
MULLER GARY W 360 351,541.29 1
4710 FIFTH AVENUE 10.125 3,121.62 80
9.875 3,121.62 440,000.00
AVALON NJ 08202 1 11/22/94 00
344222 05 01/01/95 0
344222 O 12/01/24
0
1404852 670/670 F 216,000.00 ZZ
GILLESPIE JOHN C 360 215,421.10 1
427 LIBERTY LANE 8.735 1,696.96 80
8.485 1,696.96 270,064.00
MARLTON NJ 08053 1 11/30/94 00
344265 05 01/01/95 0
344265 O 12/01/24
0
1404853 670/670 F 300,000.00 ZZ
SCHLITT MICHAEL T 360 298,824.15 1
360 STATION AVENUE 8.720 2,353.68 64
8.470 2,353.68 470,000.00
HADDONFIELD NJ 08033 1 11/29/94 00
344320 05 01/01/95 0
344320 O 12/01/24
0
1404854 670/670 F 480,000.00 T
GUPTON SALLY A 360 479,205.86 1
92 E 16TH STREET 8.990 3,858.74 80
8.740 3,858.74 600,000.00
AVALON NJ 08202 1 11/05/94 00
344338 05 01/01/95 0
344338 O 12/01/24
0
1404855 670/670 F 366,800.00 ZZ
KATZ LEO C 360 366,389.33 1
5 OAK RIDGE COURT 8.900 2,925.01 80
8.650 2,925.01 458,500.00
VOORHEES NJ 08043 1 12/07/94 00
344362 05 02/01/95 0
344362 O 01/01/25
0
1
1404856 670/670 F 284,120.00 ZZ
SMITH KENNETH A 360 283,650.90 1
87 FORREST HILLS DRIVE 9.000 2,286.10 80
8.750 2,286.10 355,150.00
VOORHEES NJ 08043 1 11/22/94 00
344478 03 01/01/95 0
344478 O 12/01/24
0
1404857 670/670 F 500,000.00 ZZ
RAMAGE MICHAEL P 360 498,824.61 1
746 MILL STREET 8.700 3,915.67 73
8.450 3,915.67 690,000.00
MOORESTOWN NJ 08057 1 10/27/94 00
344486 05 12/01/94 0
344486 O 11/01/24
0
1404858 670/670 F 320,000.00 ZZ
1404844 DENNIS M 360 320,000.00 1
5 BROADACRE DRIVE 8.990 2,572.50 80
8.740 2,572.50 400,000.00
MT. LAUREL NJ 08054 1 02/17/95 00
344494 03 04/01/95 0
344494 O 03/01/25
0
1404859 670/670 F 600,000.00 ZZ
MCCORMICK DANIEL J 360 599,686.65 1
737 JEFFREY ROAD 9.215 4,920.85 70
8.965 4,920.85 859,900.00
MOORESTOWN NJ 08057 1 01/31/95 00
344591 05 03/01/95 0
344591 O 02/01/25
0
1404860 670/670 F 840,000.00 ZZ
RAGONE PHILIP 360 839,574.91 1
VANDERBILT DRIV 9.365 6,980.59 80
9.115 6,980.59 1,050,000.00
SANDS POINT NY 11050 1 01/18/95 00
443107 05 03/01/95 0
443107 O 02/01/25
0
1404862 670/670 F 305,000.00 ZZ
HUNT DON G 360 305,000.00 1
1
598 FAIRVILLE ROAD 9.350 2,531.30 45
9.100 2,531.30 690,000.00
CHADDS FORD PA 19317 4 02/02/95 00
478121 05 04/01/95 0
478121 O 03/01/25
0
1404863 670/670 F 408,000.00 ZZ
KARRAS CHRISTOPHG 360 407,771.50 1
7800 NAVAJO STREET 8.880 3,247.70 80
8.630 3,247.70 510,000.00
PHILADELPHIA PA 19118 1 01/31/95 00
479268 05 03/01/95 0
479268 O 02/01/25
0
1404864 670/670 F 488,000.00 ZZ
YODER PAMELA A 360 487,450.81 1
1718 ANTIGUA WAY 8.875 3,882.75 80
8.625 3,882.75 610,000.00
NEWPORT BEACH CA 92660 1 12/27/94 00
481807 03 02/01/95 0
481807 O 01/01/25
0
1404865 670/670 F 223,200.00 ZZ
COLLEY IAN 360 222,418.86 1
94 RIVERVIEW AVENUE 8.875 1,775.88 90
8.625 1,775.88 248,000.00
TARRYTOWN NY 10591 1 11/17/94 04
552402 05 01/01/95 20
552402 O 12/01/24
0
1404866 670/670 F 400,000.00 ZZ
DURRANT DAVID R 360 399,813.38 1
67 GOVERNOR DRIVE 9.750 3,436.62 80
9.500 3,436.62 504,193.00
BASKING RIDGE NJ 07920 1 01/31/95 00
556688 05 03/01/95 0
556688 O 02/01/25
0
1404867 670/670 F 220,160.00 ZZ
BANNAYAN JOHN 360 220,065.17 17
311 WEST 83RD STREET UNIT#4A 10.125 1,952.43 80
9.875 1,952.43 278,000.00
NEW YORK NY 10024 1 01/13/95 00
559245 12 03/01/95 0
1
559245 O 02/01/25
0
1404868 670/670 F 274,500.00 ZZ
ANTOLINI ROBERT C 360 273,307.46 1
3 DOVER COURT 9.375 2,283.16 90
9.125 2,283.16 305,000.00
BAYSHORE NY 11706 1 10/25/94 01
572322 05 12/01/94 17
572322 O 11/01/24
0
1404869 670/670 F 259,000.00 ZZ
BURTNICK MICHAEL R 360 258,510.74 1
23 MARIANA LANE 9.750 2,225.21 70
9.500 2,225.21 370,000.00
OCEAN CITY NJ 08226 1 10/10/94 00
574236 05 12/01/94 0
574236 O 11/01/24
0
1404870 670/670 F 276,000.00 ZZ
FALSONE FRANCES C 360 275,544.32 1
152 WEBSTER AVENUE 9.000 2,220.76 80
8.750 2,220.76 345,000.00
MANHASSET NY 11030 1 11/09/94 00
576484 05 01/01/95 0
576484 O 12/01/24
0
1404871 670/670 F 250,000.00 ZZ
KESTEN ROBERT K 360 249,739.78 1
12 SYCAMORE LANE 9.250 2,056.69 66
9.000 2,056.69 380,000.00
RIDGEFIELD CT 06877 1 12/30/94 00
580023 05 02/01/95 0
580023 O 01/01/25
0
1404872 670/670 F 337,600.00 ZZ
GOLDEN MARINA R 360 334,757.07 1
4756 BROWNDEER LANE 9.125 2,746.83 80
8.875 2,746.83 422,000.00
RANCHO PALOS VE CA 90274 2 10/06/94 00
588512 05 12/01/94 0
588512 O 11/01/24
0
1
1404873 670/670 F 128,700.00 ZZ
MEJIA TEODOSIO 360 128,408.15 4
1305 S CLARENCE 8.875 1,024.00 90
8.625 1,024.00 143,000.00
BERWYN IL 60402 1 10/14/94 04
607894 05 12/01/94 22
607894 O 11/01/24
0
1404874 670/670 F 305,000.00 ZZ
ANFINSON JULIE D 360 304,857.70 1
14814 NORTH 15TH AVEN 9.750 2,620.43 73
9.500 2,620.43 420,000.00
PHOENIX AZ 85023 2 01/30/95 00
622630 03 03/01/95 0
622630 O 02/01/25
0
1404875 670/670 F 230,000.00 ZZ
BENNETT HUGH F 360 230,000.00 1
43 CENTRAL STREET 9.125 1,871.36 47
8.875 1,871.36 495,000.00
WINCHESTER MA 01890 1 02/13/95 00
663352 05 04/01/95 0
663352 O 03/01/25
0
1404876 670/670 F 250,000.00 ZZ
LALLI THOMAS 360 249,576.40 1
8 HAWTHORNE DRIVE 8.875 1,989.12 71
8.625 1,989.12 357,000.00
WEST WINDSOR NJ 08691 1 11/18/94 00
684881 05 01/01/95 0
684881 O 12/01/24
0
1404877 670/670 F 255,600.00 ZZ
GUARNIERI SAMUEL 360 255,366.80 1
28 HARVEST LANE 9.875 2,219.50 80
9.625 2,219.50 319,500.00
MEDFORD NJ 08055 1 12/08/94 00
695840 05 02/01/95 0
695840 O 01/01/25
0
1404878 670/670 F 230,000.00 ZZ
FONG METCHEL 360 229,464.88 1
12 MCINTIRE DRIVE 8.750 1,809.41 68
8.500 1,809.41 339,200.00
1
BELLE MEAD NJ 08502 4 10/28/94 00
701025 05 12/01/94 0
701025 O 11/01/24
0
1404879 670/670 F 240,000.00 ZZ
PAVAO KENNETH J 360 239,722.83 1
3804 BOULDER COURT 8.750 1,888.08 76
8.500 1,888.08 319,350.00
ELLICOTT CITY MD 21042 1 12/23/94 00
721786 05 02/01/95 0
721786 O 01/01/25
0
1404880 670/670 F 224,100.00 ZZ
JERSEY STEVEN T 360 223,992.64 1
28805 ALOMA AVENUE 9.625 1,904.83 90
9.375 1,904.83 249,000.00
LAGUNA NIGUEL CA 92677 1 01/26/95 14
757756 05 03/01/95 25
757756 O 02/01/25
0
1404881 670/670 F 449,650.00 ZZ
JOHNSON II ALBERT J 360 448,064.53 1
411 RAMBLEWOOD ROAD 9.500 3,780.90 85
9.250 3,780.90 529,000.00
HOUSTON TX 77079 1 07/29/94 10
771779 03 09/01/94 12
771779 O 08/01/24
0
1404882 670/670 F 265,000.00 ZZ
SCHIESS WYNN D 360 264,866.17 1
111 KENDALL OAKS DRIVE 9.375 2,204.14 75
9.125 2,204.14 357,000.00
BOERNE TX 78006 2 01/27/95 00
777846 05 03/01/95 0
777846 O 02/01/25
0
1404883 670/670 F 284,700.00 ZZ
SABIA MICHAEL A 360 283,950.54 1
181 RIVER ROAD 9.250 2,342.16 72
9.000 2,342.16 400,000.00
RED BANK NJ 07701 2 09/09/94 00
871532 05 11/01/94 0
871532 O 10/01/24
0
1
1404884 670/670 F 307,500.00 ZZ
KALRA VINOD K 360 306,854.92 1
46 LOCUST STREET 9.250 2,529.73 75
9.000 2,529.73 410,000.00
GREENVALE NY 11548 5 10/26/94 00
916234 05 12/01/94 0
916234 O 11/01/24
0
1404885 670/670 F 300,000.00 ZZ
BRONSTEIN STEVEN E 360 299,504.69 1
137 READE STREET 9.000 2,413.87 57
UNIT 3B 8.750 2,413.87 535,000.00
NEW YORK NY 10013 1 11/15/94 00
916285 08 01/01/95 0
916285 O 12/01/24
0
1404886 670/670 F 203,500.00 ZZ
LEVINE SHERRIE M 360 203,155.20 45
55 HUDSON STREET 8.875 1,619.14 66
APT 2F 8.625 1,619.14 310,000.00
NEW YORK NY 10007 1 11/15/94 00
916498 10 01/01/95 0
916498 O 12/01/24
0
1404888 670/670 F 290,000.00 T
DAPOLITO PAUL 360 289,568.66 1
4412 GLOUCESTER DRIVE 9.500 2,438.48 66
9.250 2,438.48 440,000.00
HOLGATE NJ 08008 1 11/23/94 00
918270 05 01/01/95 0
918270 O 12/01/24
0
1404889 670/670 F 562,500.00 ZZ
HOMBURGER JEFFREY 360 561,958.88 104
152 EAST 94TH STREET UNIT9A&9B 9.625 4,781.20 75
9.375 4,781.20 750,000.00
NEW YORK NY 10128 5 12/21/94 00
918598 13 02/01/95 0
918598 O 01/01/25
0
1404890 670/670 F 300,000.00 T
GIRVAN JAMES J 360 299,687.74 1
1
22 EAST SIXTH STREET 9.250 2,468.03 80
9.000 2,468.03 377,000.00
BEACH HAVEN NJ 08008 1 12/05/94 00
918679 05 02/01/95 0
918679 O 01/01/25
0
1404891 670/670 F 224,800.00 ZZ
ATLAS ANDREW J 360 224,589.39 9
68 LAIGHT STREET UNIT 3-A 9.750 1,931.38 80
9.500 1,931.38 281,000.00
NEW YORK NY 10013 1 12/19/94 00
919101 10 02/01/95 0
919101 O 01/01/25
0
1404892 670/670 F 300,000.00 ZZ
CHEVRAY RENE 360 299,644.49 114
300 RIVERSIDE DRIVE APT 10A 8.625 2,333.37 60
8.375 2,333.37 505,000.00
NEW YORK NY 10025 1 12/20/94 00
919632 12 02/01/95 0
919632 O 01/01/25
0
1404893 670/670 F 99,000.00 ZZ
FERNANDEZ RUBEN 360 98,802.87 3
1904 BATHGATE AVENUE 9.500 832.45 90
9.250 832.45 110,000.00
BRONX NY 10457 1 10/26/94 04
948535 07 12/01/94 20
948535 O 11/01/24
0
1404894 670/670 F 275,000.00 ZZ
DELPIANO ANTHONY 360 274,618.00 1
24 DRINKING BROOK ROAD 9.875 2,389.31 71
9.625 2,389.31 388,000.00
MONMOUTH JUNCTI NJ 08852 4 11/10/94 00
985662 05 01/01/95 0
985662 O 12/01/24
0
1404895 670/670 F 225,000.00 ZZ
JONES MICHAEL T 360 224,489.78 1
26 JOHN LENHARDT DRIVE 8.875 1,790.21 90
8.625 1,790.21 250,000.00
HAMILTON SQUARE NJ 08690 1 10/28/94 14
1003216 05 12/01/94 17
1
1003216 O 11/01/24
0
1404896 670/670 F 330,000.00 ZZ
RICHMOND DAVID H 360 329,061.19 1
1827 FARMINGTON DRIVE 8.875 2,625.63 79
8.625 2,625.63 420,000.00
FRANKLIN TN 37064 2 09/26/94 00
1021621 05 11/01/94 0
1021621 O 10/01/24
0
1404897 670/670 F 217,500.00 ZZ
GRIFFITHS MARTIN A 360 217,387.24 1
24705 VIA MADERA 9.250 1,789.32 75
9.000 1,789.32 290,000.00
CALABASAS CA 91302 2 01/18/95 00
1034509 03 03/01/95 0
1034509 O 02/01/25
0
1404898 670/670 F 400,000.00 ZZ
DYER WILLIAM D 360 400,000.00 1
11172 KENSINGTON ROAD 9.500 3,363.42 89
9.250 3,363.42 450,000.00
LOS ALAMITOS AR CA 90720 1 01/30/95 11
1036617 05 04/01/95 25
1036617 O 03/01/25
0
1404899 670/670 F 204,000.00 ZZ
HERNANDEZ JOSE 360 203,572.04 1
29 DAVENPORT WY 9.250 1,678.26 59
9.000 1,678.26 347,000.00
BELLE MEAD NJ 08502 1 10/27/94 00
1073516 05 12/01/94 0
1073516 O 11/01/24
0
1404900 670/670 F 230,000.00 ZZ
CHIRICO STEVEN 360 229,450.95 1
49 WEST LAKE DRIVE 8.625 1,788.92 90
8.375 1,788.92 256,250.00
THORNWOOD NY 10594 1 10/13/94 04
1111809 05 12/01/94 17
1111809 O 11/01/24
0
1
1404901 670/670 F 320,000.00 ZZ
SANDLER JANICE C 360 319,328.68 1
66 COVE NECK ROAD 9.250 2,632.57 59
9.000 2,632.57 545,000.00
COVE NECK NY 11771 2 10/14/94 00
1173821 05 12/01/94 0
1173821 O 11/01/24
0
1404902 670/670 F 500,000.00 ZZ
JAFFE W W 360 498,613.81 1
122 E 30TH STREET 9.000 4,023.11 58
8.750 4,023.11 865,000.00
NEW YORK NY 10016 1 09/28/94 00
1181912 07 11/01/94 0
1181912 O 10/01/24
0
1404903 670/670 F 300,000.00 T
MCGINN JOSEPH 360 300,000.00 1
125 NAUTICAL DRIVE 9.750 2,577.47 56
9.500 2,577.47 540,000.00
JUPITER FL 33477 1 02/15/95 00
1230158 09 04/01/95 0
1230158 O 03/01/25
0
1404904 670/670 F 387,900.00 ZZ
DEGHETTO JR JOHN G 360 386,930.80 1
59 MANOR DRIVE 9.500 3,261.67 90
9.250 3,261.67 431,000.00
RAMSEY NJ 07446 1 09/30/94 04
1261410 05 11/01/94 17
1261410 O 10/01/24
0
1404905 670/670 F 234,400.00 ZZ
HARRIS GARY M 360 233,811.10 1
40 ROWAN ROAD 8.375 1,781.61 80
8.125 1,781.61 293,000.00
CHATHAM NJ 07928 1 10/07/94 00
1288458 05 12/01/94 0
1288458 O 11/01/24
0
1404906 670/670 F 262,500.00 ZZ
DONNABELLA VINCENT 360 261,823.50 1
105 ORMONT ROAD 8.250 1,972.08 75
8.000 1,972.08 350,500.00
1
CHATHAM NJ 07928 1 10/21/94 00
1324225 05 12/01/94 0
1324225 O 11/01/24
0
1404907 670/670 F 292,000.00 ZZ
PEREZ FRANKLYN 360 291,231.31 1
221 PARSONAGE HILL ROAD 9.250 2,402.21 85
9.000 2,402.21 344,000.00
MILLBURN TOWNSH NJ 07078 1 09/16/94 14
1334271 05 11/01/94 20
1334271 O 10/01/24
0
1404908 670/670 F 279,000.00 ZZ
NOMURA SHARON 360 278,299.06 1
18 HEUSTED DRIVE 8.375 2,120.60 90
8.125 2,120.60 310,000.00
OLD GREENWICH CT 06870 1 10/28/94 04
1354191 05 12/01/94 17
1354191 O 11/01/24
0
1404909 670/670 F 293,500.00 ZZ
TEITLER JOHN 360 293,500.00 14
10 JAY STREET APT #6-B 9.625 2,494.72 75
9.375 2,494.72 391,400.00
NEW YORK NY 10013 1 02/17/95 00
1370448 12 04/01/95 0
1370448 O 03/01/25
0
1404910 670/670 F 292,000.00 ZZ
MARINELLI WILLIAM 360 291,619.47 1
103 FULLER ROAD 10.125 2,589.53 80
9.875 2,589.53 365,000.00
BRIARCLIFF MANO NY 10510 1 11/14/94 00
1491741 05 01/01/95 0
1491741 O 12/01/24
0
1404911 670/670 F 231,500.00 ZZ
BADIA SUSAN E 360 231,500.00 1
11 SURREY LANE 9.375 1,925.50 90
9.125 1,925.50 257,334.00
MANORVILLE NY 11949 1 02/09/95 11
1492233 05 04/01/95 20
1492233 O 03/01/25
0
1
1404912 670/670 F 390,000.00 ZZ
HERSHEY ALAN D 360 388,628.88 1
29 WOODY LANE 8.750 3,068.14 67
8.500 3,068.14 590,000.00
WESTPORT CT 06880 1 09/01/94 00
1495658 05 10/01/94 0
1495658 O 09/01/24
0
1404913 670/670 F 231,000.00 ZZ
JANKOWSKI JOHN W 360 230,077.42 1
690 BRYANT STREET 9.125 1,879.50 90
8.875 1,879.50 257,500.00
PARAMUS NJ 07652 1 10/07/94 11
1496212 05 12/01/94 17
1496212 O 11/01/24
0
1404914 670/670 F 278,000.00 ZZ
PURVIN JEFFREY L 360 276,512.32 197
220 MADISON AVENUE APT#PH-H 8.750 2,187.03 72
8.500 2,187.03 390,000.00
NEW YORK NY 10016 2 10/31/94 00
1497910 12 12/01/94 0
1497910 O 11/01/24
0
1404915 670/670 F 345,000.00 ZZ
COLLINS KENNETH S 360 343,679.80 1
165 KNIGHTSHAVEN WY 8.500 2,652.76 90
8.250 2,652.76 385,000.00
SAN JOSE CA 95111 2 10/04/94 14
1529595 05 12/01/94 17
1529595 O 11/01/24
0
1404916 670/670 F 475,000.00 ZZ
MULGREW KATE 360 474,811.23 1
11938 FOXBORO DRIVE 10.500 4,345.02 60
10.250 4,345.02 800,000.00
LOS ANGELES CA 90049 5 01/10/95 00
2243628 05 03/01/95 0
2243628 O 02/01/25
0
1404917 670/670 F 315,000.00 ZZ
BRUNELL NORMAN 360 315,000.00 1
1
8308 FORDHAM ROAD 8.875 2,506.29 75
8.625 2,506.29 420,000.00
LOS ANGELES CA 90045 1 02/01/95 00
2255324 05 04/01/95 0
2255324 O 03/01/25
0
1404918 670/670 F 227,250.00 ZZ
DAWSON KEVIN 360 227,138.22 1
105 BUCKTHORN DRIVE 9.500 1,910.84 90
9.250 1,910.84 252,500.00
BREA CA 92621 1 01/24/95 14
2269724 05 03/01/95 25
2269724 O 02/01/25
0
1404919 670/670 F 444,000.00 ZZ
IGRA HELENA 360 443,781.61 1
12999 HARWICK LANE 9.500 3,733.39 80
9.250 3,733.39 555,000.00
SAN DIEGO CA 92130 1 01/23/95 00
2292394 05 03/01/95 0
2292394 O 02/01/25
0
1404920 670/670 F 296,250.00 ZZ
PARDUHN HARRY C 360 296,115.40 1
6680 AITKEN DRIVE 9.875 2,572.49 75
9.625 2,572.49 395,000.00
OAKLAND CA 94611 5 01/23/95 00
2295351 05 03/01/95 0
2295351 O 02/01/25
0
1404921 670/670 F 236,000.00 T
SPETZ PERRY J 360 235,877.65 1
4035 ROBERT AVENUE 9.250 1,941.52 80
9.000 1,941.52 295,000.00
CEDAR FLAT CA 96145 1 01/25/95 00
2308509 05 03/01/95 0
2308509 O 02/01/25
0
1404922 670/670 F 252,450.00 ZZ
BRENNAN JAMES S 360 252,312.10 1
9111 KAPAA DRIVE 9.000 2,031.27 90
8.750 2,031.27 280,500.00
HUNTINGTON BEAC CA 92646 1 01/26/95 04
2318466 05 03/01/95 25
1
2318466 O 02/01/25
0
1404923 670/670 F 275,950.00 ZZ
LAPIN MICHAEL L 360 275,950.00 1
19 VALORE DRIVE 9.625 2,345.55 70
9.375 2,345.55 394,318.00
NEWPORT COAST A CA 92657 1 02/01/95 00
2360314 09 04/01/95 0
2360314 O 03/01/25
0
1404924 670/670 F 280,000.00 ZZ
KLINGLER DAVID J 360 280,000.00 1
18805 ASPESI DRIVE 9.000 2,252.95 64
8.750 2,252.95 437,500.00
SARATOGA CA 95070 1 02/07/95 00
2939592 05 04/01/95 0
2939592 O 03/01/25
0
1404925 670/670 F 480,000.00 ZZ
DOUGHERTY DONALD G 360 479,227.84 1
1715 SELIG LANE 9.125 3,905.44 78
8.875 3,905.44 620,000.00
LOS ALTOS CA 94024 2 11/28/94 00
2939738 05 01/01/95 0
2939738 O 12/01/24
0
1404926 670/670 F 1,000,000.00 ZZ
LUDWIG KENNETH D 360 998,216.04 1
2900 44TH STREET NW 8.625 7,777.90 79
8.375 7,777.90 1,275,000.00
WASHINGTON DC 20007 1 11/18/94 00
2942500 05 01/01/95 0
2942500 O 12/01/24
0
1404927 670/670 F 177,000.00 ZZ
FULLER PAUL K 360 176,688.42 1
22 NOMAHEGAN COURT 8.690 1,384.89 78
8.440 1,384.89 227,000.00
CRANFORD NJ 07016 1 11/07/94 00
2948125 05 01/01/95 0
2948125 O 12/01/24
0
1
1404928 670/670 F 337,608.00 ZZ
BIRNBAUM GLENN A 360 337,413.76 1
7 CROMWELL DRIVE 8.750 2,655.97 68
8.500 2,655.97 498,550.00
CHESTER NJ 07930 1 01/06/95 00
2948214 05 03/01/95 0
2948214 O 02/01/25
0
1404929 670/670 F 698,600.00 ZZ
WAGENKNECHT LYNN 360 696,663.16 3
143 E 19TH STREET 9.000 5,621.10 70
8.750 5,621.10 998,000.00
NEW YORK NY 10003 1 09/09/94 00
2950219 07 11/01/94 0
2950219 O 10/01/24
0
1404930 670/670 F 395,000.00 T
JERZ LAWRENCE R 360 394,104.34 1
14 UNION AVENUE 8.875 3,142.80 51
8.625 3,142.80 780,000.00
SPRING LAKE NJ 07762 1 10/28/94 00
2950286 05 12/01/94 0
2950286 O 11/01/24
0
1404931 670/670 F 1,000,000.00 ZZ
BECKWITH BRUCE M 360 998,720.28 1
425 RIMROCK ROAD 8.250 7,512.67 67
8.000 7,512.67 1,500,000.00
THOUSAND OAKS CA 91361 1 12/09/94 00
2951061 05 02/01/95 0
2951061 O 01/01/25
0
1404933 670/670 F 200,000.00 ZZ
BORELLI JAMES A 360 198,847.02 1
15 HOWLAND DRIVE 8.800 1,580.55 44
8.550 1,580.55 457,636.00
CROSS RIVER NY 10518 1 11/03/94 00
2953081 05 01/01/95 0
2953081 O 12/01/24
0
1404934 670/670 F 300,000.00 ZZ
MCEVILY MICHAEL J 360 299,473.00 1
21 LINCOLN STREET 8.700 2,349.40 64
8.450 2,349.40 470,000.00
1
LARCHMONT NY 10538 1 11/03/94 00
2953188 05 01/01/95 0
2953188 O 12/01/24
0
1404935 670/670 F 315,000.00 ZZ
LEVENE ERIC 360 314,460.74 1
9 CREEMER ROAD 8.825 2,495.00 66
8.575 2,495.00 480,000.00
ARMONK NY 10504 1 11/15/94 00
2953251 05 01/01/95 0
2953251 O 12/01/24
0
1404938 670/670 F 500,000.00 ZZ
BLANCHET JR VICTOR J 360 499,218.79 1
29 SURREY LANE 9.265 4,118.82 77
9.015 4,118.82 650,000.00
MAHWAH NJ 07430 1 11/18/94 00
2956381 05 01/01/95 0
2956381 O 12/01/24
0
1404939 670/670 F 350,000.00 ZZ
WELTMAN RICHARD E 360 349,372.37 1
105 HELEN COURT 8.600 2,716.05 72
8.350 2,716.05 490,000.00
FRANKLIN LAKES NJ 07417 1 12/01/94 00
2956438 05 01/01/95 0
2956438 O 12/01/24
0
1404940 670/670 F 361,400.00 ZZ
TUMANOV OLEG E 360 361,218.83 1
26 ARNOLD AVENUE 9.410 3,015.15 55
9.160 3,015.15 661,400.00
CLOSTER NJ 07624 1 01/20/95 00
2956543 05 03/01/95 0
2956543 O 02/01/25
0
1404941 670/670 F 825,000.00 ZZ
MIOLA MICHAEL 360 823,750.83 1
28 WINDING LANE 9.415 6,885.95 75
9.165 6,885.95 1,100,000.00
UPPER BROOKVILL NY 11545 1 11/15/94 00
2957043 05 01/01/95 0
2957043 O 12/01/24
0
1
1404942 670/670 F 536,000.00 ZZ
SMOTKIN DAVID 360 535,159.91 1
29 GRANDVIEW CIRCLE 9.250 4,409.55 80
9.000 4,409.55 670,000.00
PLANDOME HEIGHT NY 11030 1 11/14/94 00
2957116 05 01/01/95 0
2957116 O 12/01/24
0
1404943 670/670 F 370,000.00 ZZ
SASSE SCOTT A 360 370,000.00 1
2726 LAKEWOOD AVENUE 9.155 3,018.47 78
8.905 3,018.47 475,000.00
LOS ANGELES CA 90039 2 02/10/95 00
2958309 05 04/01/95 0
2958309 O 03/01/25
0
1404944 670/670 F 600,000.00 ZZ
THOMSON GERALD E 360 599,018.60 1
85 CENTRAL DRIVE 9.045 4,847.18 64
8.795 4,847.18 937,500.00
NEW ROCHELLE NY 10801 1 11/17/94 00
2959828 05 01/01/95 0
2959828 O 12/01/24
0
1404946 670/670 F 375,000.00 ZZ
MCCARTHY MICHELLE A 360 374,809.63 1
53 GREENHAVEN ROAD 9.350 3,112.25 59
9.100 3,112.25 645,000.00
RYE NY 10580 1 01/26/95 00
2959992 05 03/01/95 0
2959992 O 02/01/25
0
1404948 670/670 F 216,720.00 ZZ
LORENC STEVEN C 360 216,720.00 1
8144 JESTER BLVD. 9.250 1,782.91 80
9.000 1,782.91 270,900.00
AUSTIN TX 78750 1 02/03/95 00
2961377 03 04/01/95 0
2961377 O 03/01/25
0
1404949 670/670 F 675,000.00 ZZ
COLLER BARRY S 360 674,259.81 55
1
1160 PARK AVENUE 9.000 5,431.21 50
6A 8.750 5,431.21 1,350,000.00
NEW YORK NY 10128 1 12/29/94 00
2962861 13 02/01/95 0
2962861 O 01/01/25
0
1404950 670/670 F 520,000.00 ZZ
LUZAK KEVIN M 360 519,750.09 1
18 SALEM ROAD 9.610 4,414.24 80
9.360 4,414.24 650,000.00
POUND RIDGE NY 10576 1 01/12/95 00
2963311 05 03/01/95 0
2963311 O 02/01/25
0
1404951 670/670 F 380,000.00 ZZ
SHYER ROBERT M 360 379,808.10 123
875 FIFTH AVENUE 8-C 9.375 3,160.65 50
9.125 3,160.65 760,000.00
NEW YORK NY 10021 1 01/24/95 00
2963418 12 03/01/95 0
2963418 O 02/01/25
0
1404952 670/670 F 768,000.00 ZZ
GOLDBERG ROBERT A 360 767,566.30 1
2101 ERIC DRIVE 8.840 6,091.30 80
8.590 6,091.30 960,000.00
LOS ANGELES CA 90049 1 01/17/95 00
2964139 05 03/01/95 0
2964139 O 02/01/25
0
1404953 670/670 F 1,000,000.00 ZZ
COWMAN JAMES W 360 999,492.34 1
6995 GRASSWOOD AVENUE 9.350 8,299.33 69
9.100 8,299.33 1,450,000.00
MALIBU CA 90265 1 01/19/95 00
2964198 05 03/01/95 0
2964198 O 02/01/25
0
1404954 670/670 F 1,000,000.00 ZZ
SHERMAN LLOYD 360 999,486.98 1
6045 GALAHAD DRIVE 9.300 8,263.02 63
9.050 8,263.02 1,600,000.00
MALIBU CA 90265 2 01/20/95 00
2964210 05 03/01/95 0
1
2964210 O 02/01/25
0
1404955 670/670 F 252,000.00 ZZ
CAHILL CONSTANCEA 360 251,457.41 1
406 WAYNESBROOK ROAD 9.125 2,050.36 80
8.875 2,050.36 315,000.00
BERWYN PA 19312 1 10/04/94 00
3107515 01 12/01/94 0
3107515 O 11/01/24
0
1404956 670/670 F 280,800.00 ZZ
BRIEFER ANDREW 360 280,195.38 1
3941 N RIVER HILLS DRI 9.125 2,284.69 71
8.875 2,284.69 400,000.00
TUSCON AZ 85715 2 10/14/94 00
3309177 05 12/01/94 0
3309177 O 11/01/24
0
1404957 670/670 F 280,000.00 ZZ
BERGMAN IRA 360 279,381.28 1
5435 DARLINGTON ROAD 9.000 2,252.95 80
8.750 2,252.95 350,000.00
PITTSBURGH PA 15217 2 10/24/94 00
4852613 05 12/01/94 0
4852613 O 11/01/24
0
1404958 670/670 F 520,000.00 ZZ
HEILBRUNN STEVEN M 360 520,000.00 1
551 NORMANDY COURT 8.995 4,182.17 76
8.745 4,182.17 690,000.00
PITTSBURGH PA 15238 4 02/09/95 00
4852818 05 04/01/95 0
4852818 O 03/01/25
0
1404959 670/670 F 300,000.00 ZZ
HOFFMANN JAMES E 360 300,000.00 1
53 GLENMOOR WAY 9.710 2,568.66 48
9.460 2,568.66 625,000.00
CHERRY HILLS CO 80222 1 02/13/95 00
4862350 03 04/01/95 0
4862350 O 03/01/25
0
1
1404960 670/670 F 376,000.00 ZZ
MITCHELL THOMAS J 360 375,647.71 1
10 AUTUMN LANE 9.750 3,230.43 80
9.500 3,230.43 470,000.00
MIDDLETOWN NJ 07748 1 12/08/94 00
4864841 05 02/01/95 0
4864841 O 01/01/25
0
1404961 670/670 F 448,000.00 ZZ
BRIGGS STEPHEN 360 447,786.96 1
99 PALO VERDE ROAD 9.660 3,819.44 80
9.410 3,819.44 565,000.00
CARBONDALE CO 81623 4 01/13/95 00
4866550 03 03/01/95 0
4866550 O 02/01/25
0
1404962 670/670 F 715,000.00 ZZ
REDMOND PIERRE L 360 715,000.00 1
3605 DALEY FLAT ROAD 9.350 5,934.02 65
9.100 5,934.02 1,100,000.00
JULIAN CA 92036 5 02/13/95 00
4869711 03 04/01/95 0
4869711 O 03/01/25
0
1404963 670/670 F 655,000.00 ZZ
LONG II WILLIAM I 360 654,243.55 1
349 W 20TH STREET 8.750 5,152.89 79
8.500 5,152.89 830,000.00
NEW YORK NY 10011 1 12/12/94 00
5090318 07 02/01/95 0
5090318 O 01/01/25
0
1404964 670/670 F 319,500.00 ZZ
PURCEL CHARLES J 360 318,829.94 1
15 LAKE DRIVE EAST 9.625 2,715.72 90
9.375 2,715.72 355,000.00
WAYNE NJ 07470 1 10/31/94 14
5090814 03 12/01/94 20
5090814 O 11/01/24
0
1404965 670/670 F 575,000.00 ZZ
ADE WILLIAM B 360 575,000.00 1
18 COLONY ROAD 9.500 4,834.92 68
9.250 4,834.92 850,000.00
1
UPPER BROOKVILL NY 11545 5 02/13/95 00
5090989 05 04/01/95 0
5090989 O 03/01/25
0
1404966 670/670 F 300,000.00 ZZ
SEEMAN BRIAN 360 299,565.38 1
56 VALLEY WOOD ROAD 9.625 2,549.97 80
9.375 2,549.97 375,000.00
COS COB CT 06807 1 11/04/94 00
5091519 05 01/01/95 0
5091519 O 12/01/24
0
1404968 670/670 F 212,600.00 ZZ
GIACOMINO ROBERT R 360 212,492.64 260
61 JANE ST 9.375 1,768.30 79
APT #14-D 9.125 1,768.30 270,000.00
NEW YORK NY 10014 1 01/20/95 00
5094232 12 03/01/95 0
5094232 O 02/01/25
0
1404969 670/670 F 575,800.00 ZZ
GREEN LAWRENCE M 360 575,501.49 1
56 MONTGOMERY PLACE 9.250 4,736.97 85
9.000 4,736.97 677,500.00
BROOKLYN NY 11215 1 01/31/95 04
5094968 07 03/01/95 25
5094968 O 02/01/25
0
1404970 670/670 F 374,800.00 ZZ
TURNER GRAHAM 360 374,620.44 48
377 WEST 11TH STREET 9.625 3,185.77 76
APT #2-A 9.375 3,185.77 494,752.00
NEW YORK NY 10014 1 01/20/95 00
5095506 10 03/01/95 0
5095506 O 02/01/25
0
1404971 670/670 F 600,000.00 ZZ
CARLIN MONTGOMER 360 599,507.98 49
910 5TH AVENUE 10.375 5,432.45 45
APT 5D 10.125 5,432.45 1,350,000.00
NEW YORK NY 10021 1 12/21/94 00
5096367 12 02/01/95 0
5096367 O 01/01/25
0
1
1404972 670/670 F 500,000.00 ZZ
ROSEN LYNN 360 498,150.09 1
160 W 66TH STREET 8.500 3,844.57 66
UNIT #49D 8.250 3,844.57 758,220.00
NEW YORK NY 10023 1 08/17/94 00
5275211 06 10/01/94 0
5275211 O 09/01/24
0
1404973 670/670 F 237,450.00 ZZ
SINGER DARREN A 360 236,716.34 1
23 RIDGEDALE AVENUE 9.375 1,974.99 95
9.125 1,974.99 250,000.00
SUMMIT NJ 07901 1 08/16/94 14
6088287 05 10/01/94 25
6088287 O 09/01/24
0
1404975 670/670 F 205,000.00 ZZ
COLLAZO SR LUIS A 360 203,961.88 4
106 WAVERLY STREET 9.375 1,705.09 90
9.125 1,705.09 230,000.00
YONKERS NY 10701 2 08/17/94 04
6204872 05 10/01/94 17
6204872 O 09/01/24
0
1404977 670/670 F 245,100.00 ZZ
MULLEN JR JAMES A 360 244,499.71 1
24 LONGVIEW AVENUE 8.500 1,884.61 95
8.250 1,884.61 258,000.00
WATERFORD CT 06385 1 10/25/94 11
7365551 05 12/01/94 25
7365551 O 11/01/24
0
1404979 670/670 F 264,000.00 ZZ
NELLE JEFFREY A 360 263,529.02 1
47 LEDGEWOOD ROAD 8.625 2,053.37 80
8.375 2,053.37 330,000.00
REDDING CT 06896 1 11/07/94 00
7366370 05 01/01/95 0
7366370 O 12/01/24
0
1404980 670/670 F 200,000.00 ZZ
TOIA STEVEN A 360 199,652.24 1
1
42 DONNELLY DRIVE 8.750 1,573.41 80
8.500 1,573.41 250,000.00
RIDGEFIELD CT 06877 1 11/30/94 00
7367074 05 01/01/95 0
7367074 O 12/01/24
0
1404982 670/670 F 330,000.00 ZZ
JAGENBURG ROBERT 360 329,131.30 1
14 VALLEY ROAD 9.250 2,714.83 75
9.000 2,714.83 440,000.00
PLANDOME NY 11030 5 08/30/94 00
8340251 05 11/01/94 0
8340251 O 10/01/24
0
1404983 670/670 F 330,750.00 ZZ
WADDELL JAMES D 360 329,436.67 1
25 FLINT CREEK ROAD 9.125 2,691.09 78
8.875 2,691.09 425,000.00
LANDRUM SC 29356 2 08/26/94 00
8342008 05 10/01/94 0
8342008 O 09/01/24
0
1404984 670/670 F 321,300.00 ZZ
RODRIGUEZ STEVEN O 360 321,146.07 1
4628 TALOFA AVENUE 9.625 2,731.02 90
9.375 2,731.02 357,000.00
TOLUCA LAKE CA 91602 1 01/31/95 11
8751137 05 03/01/95 20
8751137 O 02/01/25
0
1404985 670/670 F 250,000.00 ZZ
OAKLEY DAVID C 360 249,371.88 1
5 MERRITT LANE 8.375 1,900.19 87
8.125 1,900.19 288,500.00
ROCKY HILL NJ 08553 1 10/12/94 10
8815402 05 12/01/94 17
8815402 O 11/01/24
0
1404986 670/670 F 208,000.00 ZZ
KOFSKY LAWRENCE A 360 207,477.39 1
11 WILLIAMSBURG COURT 8.375 1,580.96 80
8.125 1,580.96 260,000.00
EAST BRUNSWICK NJ 08816 1 10/31/94 00
8818843 05 12/01/94 0
1
8818843 O 11/01/24
0
1404987 670/670 F 230,000.00 ZZ
AIKASA KUNIHIKO 360 229,871.05 1
53 BLUE GRASS BOULEVARD 8.875 1,829.99 76
8.625 1,829.99 304,990.00
BRANCHBURG NJ 08876 1 01/27/95 00
8818924 05 03/01/95 0
8818924 O 02/01/25
0
1404988 670/670 F 395,000.00 ZZ
MOIR STEVE J 360 394,609.87 1
3050 SHADOW HILL CIRCLE 9.500 3,321.38 80
9.250 3,321.38 495,000.00
THOUSAND OAKS CA 91360 2 12/14/94 00
9813721 05 02/01/95 0
9813721 O 01/01/25
0
1404989 670/670 F 349,000.00 ZZ
DELANEY ANNE R 360 348,832.80 1
1030 WINSOR AVENUE 9.625 2,966.47 79
9.375 2,966.47 445,000.00
OAKLAND CA 94610 2 01/20/95 00
9815660 05 03/01/95 0
9815660 O 02/01/25
0
1404990 670/670 F 298,700.00 ZZ
WEITZMAN BRUCE A 360 298,545.14 1
643 FERDINAND AVENUE 9.250 2,457.34 90
9.000 2,457.34 332,000.00
EL GRANADA CA 94018 1 01/17/95 11
9815708 05 03/01/95 20
9815708 O 02/01/25
0
1404991 670/670 F 224,250.00 ZZ
SPEKTOR EDUARD 360 224,145.37 1
4756 ELDER AVENUE 9.750 1,926.66 75
9.500 1,926.66 299,000.00
SEAL BEACH CA 90740 1 01/27/95 00
9816046 05 03/01/95 0
9816046 O 02/01/25
0
1
1404992 670/670 F 396,000.00 ZZ
KWIATKOWSKI JR JAMES R 360 396,000.00 1
18123 SANDY CAPE DRIVE 9.375 3,293.73 80
9.125 3,293.73 495,000.00
MALIBU CA 90265 1 02/02/95 00
9816054 05 04/01/95 0
9816054 O 03/01/25
0
1404993 670/670 F 1,000,000.00 ZZ
SMITH ROBERT M 360 999,481.57 1
16001 WOODVALE ROAD 9.250 8,226.76 63
9.000 8,226.76 1,600,000.00
ENCINO CA 91436 1 01/03/95 00
9815341 05 03/01/95 0
9815341 O 02/01/25
0
1405024 369/369 F 265,500.00 ZZ
MORALES THOMAS G 360 265,365.92 1
4327 NORTH OSAGE DRIVE 9.375 2,208.30 90
9.125 2,208.30 295,000.00
TUCSON AZ 85718 4 02/28/95 04
47975750 05 03/01/95 17
47975750 O 02/01/25
0
1405031 439/439 F 220,500.00 ZZ
ECKMAN DAVID C 360 220,500.00 1
2536 TITAN WAY 9.400 1,838.02 90
9.150 1,838.02 245,000.00
CASTRO VALLEY CA 94546 1 02/22/95 10
1765536 05 04/01/95 17
1765536 O 03/01/25
0
1405032 439/439 F 216,000.00 ZZ
BLYLEVEN TOM A 360 216,000.00 1
5042 CADIZ CIRCLE 9.350 1,792.66 90
9.100 1,792.66 240,000.00
LA PALMA CA 90623 1 02/17/95 10
1762817 05 04/01/95 17
1762817 O 03/01/25
0
1405044 736/728 F 259,000.00 ZZ
MAROULAS GREGORY H 360 259,000.00 1
154 KINGSWOOD CIRCLE 9.500 2,177.81 88
9.250 2,177.81 295,000.00
1
DANVILLE CA 94506 2 02/06/95 21
0380097254 09 04/01/95 17
433541 O 03/01/25
0
1405074 696/728 F 157,500.00 ZZ
MARTIN JANE T 360 157,500.00 1
3133 ROBERT EVANS DRIVE 9.750 1,353.17 75
9.500 1,353.17 210,000.00
FAIRFAX VA 22031 1 02/24/95 00
0380096926 05 04/01/95 0
2285190 O 03/01/25
0
1405079 249/249 F 151,500.00 ZZ
MASSETTI MICHAEL 360 151,500.00 1
21 PARK LANE DRIVE 9.875 1,315.55 75
9.625 1,315.55 202,000.00
ALBERTSON NY 11507 1 02/15/95 00
606059125 05 04/01/95 0
606059125 O 03/01/25
0
1405083 249/249 F 70,000.00 T
MC CLELLAND STEPHEN L 360 70,000.00 1
416 KLAMATH DRIVE 9.500 588.60 51
9.250 588.60 139,000.00
LAKE ARROWHEAD CA 92352 1 02/15/95 00
202297257 05 04/01/95 0
202297257 O 03/01/25
0
1405101 652/652 F 300,000.00 ZZ
ZSIDEK LASZLO 360 299,856.28 1
3661 WARBLER AVENUE 9.625 2,549.97 68
9.375 2,549.97 443,500.00
SANTA CLARA CA 95051 1 01/20/95 00
9686833 05 03/01/95 0
9686833 O 02/01/25
0
1405103 652/652 F 350,000.00 ZZ
BEDOYA LUIS A 360 350,000.00 1
501 ABETO DRIVE 9.500 2,942.99 88
9.250 2,942.99 402,000.00
CHULA VISTA CA 91910 1 02/08/95 14
9645235 05 04/01/95 25
9645235 O 03/01/25
0
1
1405105 684/728 F 61,500.00 ZZ
SIDERIS NIKI 360 61,500.00 1
857 EAST ALGROVE STREET 9.625 522.74 38
9.375 522.74 165,000.00
COVINA CA 91723 2 02/21/95 00
0380098591 05 04/01/95 0
140573 O 03/01/25
0
1405115 313/728 F 105,500.00 ZZ
RODEWOLT ANDREW T 360 105,500.00 1
1110 STONERIDGE CIRCLE 9.750 906.41 63
9.500 906.41 168,000.00
WHITE PLAINS GA 30678 2 02/23/95 00
0380097049 05 04/01/95 0
5641006 O 03/01/25
0
1405157 776/728 F 223,250.00 ZZ
THORNTON LARRY J 360 223,250.00 1
21350 GERMAIN STREET 9.500 1,877.21 95
9.250 1,877.21 235,000.00
LOS ANGELES (CH CA 91311 1 02/23/95 14
0380098468 05 04/01/95 30
2120451 O 03/01/25
0
1405160 696/728 F 650,000.00 ZZ
COOPERSMITH RONALD S 360 650,000.00 1
210 PRINCE STREET 9.500 5,465.55 79
9.250 5,465.55 827,500.00
ALEXANDRIA VA 22314 1 02/28/95 00
0380097247 07 04/01/95 0
2275199 O 03/01/25
0
1405171 003/728 F 303,850.00 ZZ
HALVEY MICHAEL C 360 303,850.00 1
239 WEBNEY DRIVE 9.250 2,499.70 79
9.000 2,499.70 387,000.00
MARIETTA GA 30068 1 02/28/95 00
0380097700 03 04/01/95 0
61060738 O 03/01/25
0
1405177 369/369 F 225,000.00 ZZ
MCBRIDE KAREN R 360 225,000.00 1
1
12652 GRANITE RIDGE DRIVE 9.250 1,851.02 90
9.000 1,851.02 250,000.00
NORTH POTOMAC MD 20878 1 02/27/95 14
47963251 09 04/01/95 25
47963251 O 03/01/25
0
1405190 478/478 F 214,100.00 ZZ
PEDRAYES RENE J 360 213,994.69 1
15581 S.W. 112TH TERRACE 9.500 1,800.27 80
9.250 1,800.27 267,680.00
MIAMI FL 33196 1 01/24/95 00
8114496949 05 03/01/95 0
8114496949 O 02/01/25
0
1405194 478/478 F 247,000.00 ZZ
MOSELEY DAVID D 360 247,000.00 1
1558 JUNIPER MOUNTAIN ROAD 9.375 2,054.42 90
9.125 2,054.42 275,000.00
TAHOE CITY CA 96145 1 02/02/95 14
1114598785 03 04/01/95 30
1114598785 O 03/01/25
0
1405213 158/158 F 260,000.00 ZZ
PALATHINKAL JOY 360 260,000.00 1
524 SOUTH 12TH STREET 9.125 2,115.45 80
8.875 2,115.45 325,000.00
NEW HYDE PARK NY 11040 1 02/24/95 00
2539849 05 04/01/95 0
2539849 O 03/01/25
0
1405231 731/728 F 424,000.00 ZZ
JAIN AJAY 360 424,000.00 1
20307 HOLCROFT DRIVE 10.000 3,720.90 80
9.750 3,720.90 530,000.00
WALNUT CA 91789 2 02/23/95 00
0380098161 03 04/01/95 0
3140660213 O 03/01/25
0
1405232 313/728 F 85,000.00 ZZ
ATKINS ELLEN D 360 85,000.00 1
2455 CLAYTON STREET 9.000 683.93 39
8.750 683.93 223,000.00
MACON GA 31204 1 03/01/95 00
0380098112 05 04/01/95 0
1
5573621 O 03/01/25
0
1405259 241/241 F 220,000.00 ZZ
RUGGIERO LEONARD F 360 220,000.00 1
3214 MITTOWER ROAD 9.375 1,829.85 74
9.125 1,829.85 300,000.00
VICTOR MT 59875 1 02/15/95 00
7029127 05 04/01/95 0
7029127 O 03/01/25
0
1405261 241/241 F 388,000.00 ZZ
PEARSON RICHARD H 360 388,000.00 1
23304 160TH AVE S E 9.250 3,191.98 80
9.000 3,191.98 485,000.00
KENT WA 98042 1 02/15/95 00
7029101 05 04/01/95 0
7029101 O 03/01/25
0
1405263 686/686 F 81,300.00 ZZ
MORRELL STUART R 360 81,300.00 1
435 LAUGHING GULL LANE 9.750 698.50 75
9.500 698.50 108,500.00
PALM HARBOR FL 34683 1 02/15/95 00
30816629331 05 04/01/95 0
30816629331 O 03/01/25
0
1405264 686/686 F 65,000.00 ZZ
LAU MANUAL 360 65,000.00 1
8637 DOVER COURT 9.775 559.65 62
9.525 559.65 105,500.00
ARVADA CO 80005 1 02/10/95 00
30816731129 03 04/01/95 0
30816731129 O 03/01/25
0
1405268 686/686 F 106,100.00 ZZ
GIRON SERGIO P 360 106,100.00 1
15612 SW 48TH STREET 10.250 950.77 75
10.000 950.77 141,500.00
MIAMI FL 33185 1 02/28/95 00
30816741706 03 04/01/95 0
30816741706 O 03/01/25
0
1
1405272 028/728 F 300,000.00 T
PESTER THOMAS L 360 300,000.00 1
408 MCBRIDE DRIVE 9.875 2,605.05 90
9.625 2,605.05 335,000.00
RUIDOSO NM 88345 4 02/24/95 04
0380098401 05 04/01/95 25
168148 O 03/01/25
0
1405277 652/652 F 382,500.00 ZZ
MONROE MARSHALL M 360 382,101.70 1
4027 HAMPSTEAD ROAD 9.250 3,146.74 90
9.000 3,146.74 425,000.00
LA CANADA-FINTR CA 91011 1 12/20/94 21
9666033 05 03/01/95 20
9666033 O 02/01/25
0
1405317 069/728 F 440,000.00 ZZ
ERNENWEIN ROBERT S 360 440,000.00 1
405 YARMOUTH ROAD 9.250 3,619.78 80
9.000 3,619.78 550,000.00
PALOS VERDES ES CA 90274 2 02/21/95 00
0380098559 05 04/01/95 0
2362023653 O 03/01/25
0
1405346 052/052 F 100,001.00 ZZ
COHEN STANLEY 360 100,001.00 1
BLACKBERRY LAKE RD SO OF TR34 10.125 886.84 43
9.875 886.84 233,500.00
CALLICOON NY 12760 2 02/07/95 00
311960 05 04/01/95 0
311960 O 03/01/25
0
1405364 169/169 F 283,000.00 ZZ
VOSS ROBERT R 360 283,000.00 1
1S425 FAIRFIELD AVENUE 9.450 2,369.31 88
9.325 2,369.31 325,000.00
LOMBARD IL 60148 2 02/24/95 11
7404158 05 04/01/95 25
7404158 O 03/01/25
0
1405379 686/686 F 107,800.00 ZZ
BLAINE PATRICIA L 360 107,800.00 1
13527 NORTH PARK AVENUE N 9.250 886.85 70
9.000 886.85 154,000.00
1
SEATTLE WA 98133 1 02/07/95 00
30816757447 05 04/01/95 0
30816757447 O 03/01/25
0
TOTAL NUMBER OF LOANS : 420
TOTAL ORIGINAL BALANCE : 124,270,157.77
TOTAL PRINCIPAL BALANCE : 124,066,559.16
TOTAL ORIGINAL P+I : 1,026,837.11
TOTAL CURRENT P+I : 1,026,837.11
***************************
* END OF REPORT *
***************************
RUN ON : 03/21/95 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.37.35 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1995-S1 CUTOFF : 03/01/95
POOL : 0004164
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -------------------------------------------------------------------------------
1357879 .2500
653,245.74 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1372449 .1700
132,017.76 .0300
8.0000 .0000
7.8300 .0000
7.8000 .0000
7.8000 .0000
1382207 .2500
128,000.50 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1386921 .2500
306,228.09 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1386923 .7500
100,723.68 .0800
8.8750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1386926 .5000
447,820.28 .0800
8.6250 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1
1387152 .2500
384,012.55 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1390559 .2500
422,883.84 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1390669 .1700
222,485.01 .0300
8.8750 .0000
8.7050 .0000
8.6750 .0000
8.5000 .1750
1391266 .1250
402,411.70 .0800
9.0000 .0000
8.8750 .0000
8.7950 .0000
8.5000 .2950
1392010 .1250
363,599.92 .0800
8.4000 .0000
8.2750 .0000
8.1950 .0000
8.1950 .0000
1392045 .1700
224,376.21 .0300
9.0000 .0000
8.8300 .0000
8.8000 .0000
8.5000 .3000
1392076 .2500
417,807.97 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1393330 .2500
346,565.81 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1
1393376 .2500
299,023.71 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.5000 .2950
1393623 .2500
216,926.04 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1393842 .1250
254,255.66 .0800
8.7500 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1394080 .2500
441,818.50 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1397258 .2500
242,262.29 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1397259 .2500
213,798.73 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1397260 .2500
216,515.11 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1397322 .2500
216,382.68 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1
1397410 .1700
211,405.57 .0300
9.2500 .0000
9.0800 .0000
9.0500 .0000
8.5000 .5500
1397546 .2500
295,064.74 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1397894 .5000
263,051.00 .0800
10.0000 .0000
9.5000 .0000
9.4200 .0000
8.5000 .9200
1398245 .2500
329,682.54 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1398251 .2500
218,163.93 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.5000 1.0450
1398735 .2500
164,875.06 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1399068 .2500
104,737.62 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1399900 .5000
225,514.12 .0800
10.0000 .0000
9.5000 .0000
9.4200 .0000
8.5000 .9200
1
1400038 .2500
253,068.02 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
1400046 .2500
315,696.01 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1400146 .1700
574,898.71 .0300
8.7500 .0000
8.5800 .0000
8.5500 .0000
8.5000 .0500
1400180 .2500
381,514.24 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1400195 .2500
249,306.88 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1400204 .2500
240,095.51 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1400233 .1250
315,652.78 .0800
8.9900 .0000
8.8650 .0000
8.7850 .0000
8.5000 .2850
1400274 .2500
57,500.00 .0300
10.0000 .0000
9.7500 .0000
9.7200 .0000
8.5000 1.2200
1
1400355 .2500
233,292.33 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.5000 .9200
1400576 .2500
216,242.40 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.5000 .1700
1400597 .2500
215,670.20 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1400651 .1250
233,254.38 .0800
9.6000 .0000
9.4750 .0000
9.3950 .0000
8.5000 .8950
1400668 .2500
268,663.01 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
8.5000 1.4200
1400747 .2500
124,441.91 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.5000 .9200
1400791 .2500
225,144.40 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1400897 .2500
80,827.96 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1
1401085 .2500
119,945.48 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1401171 .2500
490,550.00 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1401176 .2500
255,224.40 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1401178 .2500
278,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5000 .0450
1401951 .2500
46,860.50 .0300
10.2500 .0000
10.0000 .0000
9.9700 .0000
8.5000 1.4700
1401956 .2500
303,936.85 .0300
10.1250 .0000
9.8750 .0000
9.8450 .0000
8.5000 1.3450
1402019 .2500
213,872.94 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1402116 .2500
236,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.5000 .3450
1
1402198 .2500
218,298.10 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.5000 .9200
1402204 .2500
237,036.39 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1402207 .2500
232,796.10 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1402215 .2500
37,837.71 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.5000 .5450
1402218 .2500
116,740.53 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.5000 .9700
1402229 .2500
94,956.84 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1402397 .2500
228,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.5000 .7200
1402410 .2500
104,930.00 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1
1402556 .2500
157,340.30 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.5000 .5950
1402603 .2500
226,000.00 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.5000 .8450
1402610 .2500
379,817.96 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.5000 .7950
1402634 .1250
299,529.80 .0800
9.2500 .0000
9.1250 .0000
9.0450 .0000
8.5000 .5450
1402662 .2500
134,876.83 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.5000 1.0450
1402671 .2500
314,845.06 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
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8.5000 .7200
1405171 .2500
303,850.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1405177 .2500
225,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
1405190 .2500
213,994.69 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.5000 .6700
1405194 .2500
247,000.00 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.5000 .5450
1
1405213 .2500
260,000.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.5000 .2950
1405231 .2500
424,000.00 .0300
10.0000 .0000
9.7500 .0000
9.7200 .0000
8.5000 1.2200
1405232 .2500
85,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.5000 .2200
1405259 .2500
220,000.00 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.5000 .5450
1405261 .2500
388,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
1405263 .2500
81,300.00 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.5000 .9200
1405264 .2500
65,000.00 .0800
9.7750 .0000
9.5250 .0000
9.4450 .0000
8.5000 .9450
1405268 .2500
106,100.00 .0800
10.2500 .0000
10.0000 .0000
9.9200 .0000
8.5000 1.4200
1
1405272 .2500
300,000.00 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.5000 1.0950
1405277 .2500
382,101.70 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
1405317 .2500
440,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.5000 .4700
1405346 .2500
100,001.00 .0800
10.1250 .0000
9.8750 .0000
9.7950 .0000
8.5000 1.2950
1405364 .1250
283,000.00 .0800
9.4500 .0000
9.3250 .0000
9.2450 .0000
8.5000 .7450
1405379 .2500
107,800.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.5000 .4200
TOTAL NUMBER OF LOANS: 420
TOTAL BALANCE........: 124,066,559.16
1
RUN ON : 03/21/95 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.37.35 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1995-S1 FIXED SUMMARY REPORT CUTOFF : 03/01/95
POOL : 0004164
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
- -------------------------------------------------------------------------------
CURR NOTE RATE 9.2937 7.2500 10.5500
RFC NET RATE 9.0451 7.0000 10.2500
NET MTG RATE(INVSTR RATE) 8.9838 6.9200 10.2200
POST STRIP RATE 8.4371 6.9200 8.5000
SUB SERV FEE .2485 .1250 .7500
MSTR SERV FEE .0613 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .5467 .0000 1.7200
TOTAL NUMBER OF LOANS: 420
TOTAL BALANCE........: 124,066,559.16
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer
Contract (as may be amended, supplemented or otherwise
modified from time to time, this "Contract") is made
this _________ day of _______, 19____, by and between
Residential Funding Corporation, its successors and
assigns ("Residential Funding") and
_____________________ (the "Seller/Servicer," and,
together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the
Seller/Servicer desires to sell Loans to, and/or
service Loans for, Residential Funding, and Residential
Funding desires to purchase Loans from the
Seller/Servicer and/or have the Seller/Servicer service
various of its Loans, pursuant to the terms of this
Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as
amended, supplemented or otherwise modified, from time
to time (together, the "Guides").
NOW, THEREFORE, in
consideration of the premises, and the terms,
conditions and agreements set forth below, the parties
agree as follows:
1. Incorporation of
Guides by Reference.
The Seller/Servicer
acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by
reference into and made a part of this Contract, and
shall be binding upon the parties; provided, however,
that the Seller/Servicer shall be entitled to sell
Loans to and/or service Loans for Residential Funding
only if and for so long as it shall have been
authorized to do so by Residential Funding in writing;
provided, further that if the Seller/Servicer does not
service Loans for Residential Funding, the provisions
of the Residential Funding Servicer Guide shall be
inapplicable, and if the Seller/Servicer does not sell
Loans to Residential Funding, the provisions of the
Residential Funding Seller Guide shall be inapplicable,
in each case until such time as the Seller/Servicer
does service Loans for or, as appropriate, does sell
Loans to Residential Funding. Specific reference in
this Contract to particular provisions of the Guides
and not to other provisions does not mean that those
provisions of the Guides not specifically cited in this
Contract are not applicable. All terms used herein
shall have the same meanings as such terms have in the
Guides, unless the context clearly requires otherwise.
2. Amendments.
This Contract may not
be amended or modified orally, and no provision of this
Contract may be waived or amended except in writing
signed by the party against whom enforcement is sought.
Such a written waiver or amendment must expressly
reference this Contract. However, by their terms, the
Guides may be amended or supplemented by Residential
Funding from time to time. Any such amendment(s) to
the Guides shall be binding upon the parties hereto.
3. Representations and
Warranties.
a. Reciprocal
Representations and Warranties.
The Seller/Servicer
and Residential Funding each represents and warrants to
the other that as of the date of this Contract:
(1)
Each party is duly
organized, validly
existing, and in good
standing under the
laws of its
jurisdiction of
organization, is
qualified, if
necessary, to do
business in each
jurisdiction in which
it is required to be
so qualified, and has
the requisite power
and authority to enter
into this Contract and
all other agreements
which are contemplated
by this Contract and
to carry out its
obligations hereunder
and under the Guides.
(2)
This Contract has been
duly authorized,
executed and delivered
by each party and
constitutes a valid
and legally binding
agreement of each
party enforceable in
accordance with its
terms.
(3)
There is no action,
proceeding or
investigation pending
or threatened, nor any
basis therefor known
to either party, that
questions the validity
or prospective
validity of this
Contract.
(4)
Insofar as its
capacity to carry out
any obligation under
this Contract is
concerned, neither
party is in violation
of any charter,
articles of
incorporation, bylaws,
mortgage, indenture,
indebtedness,
agreement, instrument,
judgment, decree,
order, statute, rule
or regulation and no
such obligation
adversely affects its
capacity to fulfill
any of its promises or
duties under this
Contract. Its
execution of, and
performance pursuant
to, this Contract will
not result in a
violation of any of
the foregoing.
b. Seller/Servicer's
Representations, Warranties and Covenants.
In addition to the
representations,
warranties and
covenants made by
the Seller/Servicer
pursuant to
subparagraph (a) of
this paragraph 3,
the Seller/Servicer
makes the
representations,
warranties and
covenants set forth
in the Guides and,
upon request,
agrees to deliver
to Residential
Funding the
certified
Resolution of Board
of Directors which
authorizes the
execution and
delivery of this
Contract.
4. Remedies of
Residential Funding.
If an Event of Seller
Default, or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or
more of those remedies set forth in the Guides.
5. Seller/Servicer's
Status as Independent Contractor.
At no time shall the
Seller/Servicer represent that it is acting as an agent
of Residential Funding. The Seller/Servicer shall, at
all times, act as an independent contractor.
6. Prior Agreements
Superseded.
This Contract
restates, amends and supersedes any and all prior
Seller Contracts or Servicer Contracts between the
parties except that any subservicing agreement executed
by the Seller/Servicer in connection with any loan-
security exchange transaction shall not be affected.
7. Assignment.
This Contract may not
be assigned or transferred, in whole or in part, by the
Seller/Servicer without the prior written consent of
Residential Funding. Residential Funding may sell,
assign, convey, hypothecate, pledge or in any other way
transfer, in whole or in part, without restriction, its
rights under this Contract and the Guides with respect
to any Commitment or Loan. Unless Residential Funding
specifies otherwise, any such sale, assignment,
conveyance, hypothecation, pledge or transfer shall be
effective upon written notice by Residential Funding to
the Seller/Servicer.
8. Notices.
All notices, requests,
demands or other communications that are to be given
under this Contract shall be in writing, addressed to
the appropriate parties and sent by certified mail,
return receipt requested, postage prepaid, to the
addresses below. However, another name or address or
both may be substituted by the Seller/Servicer pursuant
to the requirements of this paragraph 8, or by
Residential Funding pursuant to an amendment to the
Guides.
If to Residential Funding, notice must be sent to the
appropriate address specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
9. Jurisdiction and
Venue.
Each of the parties
irrevocably submits to the jurisdiction of any state or
federal court located in Hennepin County, Minnesota,
over any action, suit or proceeding to enforce or
defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship
existing in connection with this Contract, and each of
the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard
or determined in such state or federal court. Each of
the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or
procedural rights or remedies it may have with respect
to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a
final judgment in any such action or proceeding shall
be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other
manner provided by law. Each of the parties further
agrees not to institute any legal actions or
proceedings against the other party or any director,
officer, employee, attorney, agent or property of the
other party, arising out of or relating to this
Contract in any court other than as hereinabove
specified in this paragraph 9.
10. Miscellaneous.
This Contract,
including all documents incorporated by reference
herein, constitutes the entire understanding between
the parties hereto and supersedes all other agreements,
covenants, representations, warranties, understandings
and communications between the parties, whether written
or oral, with respect to the transactions contemplated
by this Contract. All section headings contained
herein are for convenience only and shall not be
construed as part of this Contract. Any provision of
this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining
portions hereof or affecting the validity or
enforceability of such provision in any other
jurisdiction, and, to this end, the provisions hereof
are severable. This Contract shall be governed by, and
construed and enforced in accordance with, applicable
federal laws and the laws of the State of Minnesota.
IN WITNESS WHEREOF,
the duly authorized officers of the Seller/Servicer and
Residential Funding have executed this Seller/Servicer
Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(If none, so state.)
(Name of Seller/Servicer)
By:
(Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By:
(Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE
OF DOCUMENTS
In connection with the administration of the pool of
Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described
below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one)Mortgage Loan
Prepaid in Full
Mortgage Loan
Repurchased
"We hereby certify that all amounts received or to be
received in connection with such payments which are
required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing
Agreement."
Residential Funding Corporation
Authorized Signature
*******************************************************
***********************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request,
and check off documents being enclosed with a copy of
this form. You should retain this form for your files
in accordance with the terms of the Pooling and
Servicing Agreement.
Enclosed Documents:
[ ] Promissory Note
[ ] Primary
Insurance Policy
[ ] Mortgage or
Deed of Trust
[ ] Assignment(s)
of Mortgage or Deed of Trust
[ ] Title Insurance
Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER],
being first duly sworn, deposes and says:
1. That he is
[Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through
Certificates, Series 1995-S1, Class [R-I] [R-II] (the
"Owner")), a [savings institution] [corporation] duly
organized and existing under the laws of [the State of
__________________] [the United States], on behalf of
which he makes this affidavit and agreement.
2. That the Owner
(i) is not and will not be a "disqualified
organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue
Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified
organization for so long as it retains its ownership
interest in the Class [R-I] [R-II] Certificates, and
(iii) is acquiring the Class [R-I] [R-II] Certificates
for its own account or for the account of another Owner
from which it has received an affidavit and agreement
in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified
organization" means the United States, any state or
political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are
subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of
directors is not selected by any such governmental
entity) or any foreign government, international
organization or any agency or instrumentality of such
foreign government or organization, any rural electric
or telephone cooperative, or any organization (other
than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization
is subject to the tax on unrelated business taxable
income).
3. That the Owner
is aware (i) of the tax that would be imposed on
transfers of Class [R-I] [R-II] Certificates to
disqualified organizations under the Code, that applies
to all transfers of Class [R-I] [R-II] Certificates
after March 31, 1988; (ii) that such tax would be on
the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or
middleman) for a disqualified organization, on the
agent; (iii) that the person otherwise liable for the
tax shall be relieved of liability for the tax if the
transferee furnishes to such person an affidavit that
the transferee is not a disqualified organization and,
at the time of transfer, such person does not have
actual knowledge that the affidavit is false; and (iv)
that the Class [R-I] [R-II] Certificates may be
"noneconomic residual interests" within the meaning of
Treasury regulations promulgated pursuant to the Code
and that the transferor of a noneconomic residual
interest will remain liable for any taxes due with
respect to the income on such residual interest, unless
no significant purpose of the transfer was to impede
the assessment or collection of tax.
4. That the Owner
is aware of the tax imposed on a "pass-through entity"
holding Class [R-I] [R-II] Certificates if at any time
during the taxable year of the pass-through entity a
disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass
through entity" includes a regulated investment
company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain
cooperatives.)
5. That the Owner
is aware that the Trustee will not register the
transfer of any Class [R-I] [R-II] Certificates unless
the transferee, or the transferee's agent, delivers to
it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and
agreement. The Owner expressly agrees that it will not
consummate any such transfer if it knows or believes
that any of the representations contained in such
affidavit and agreement are false.
6. That the Owner
has reviewed the restrictions set forth on the face of
the Class [R-I] [R-II] Certificates and the provisions
of Section 5.02(f) of the Pooling and Servicing
Agreement under which the Class [R-I] [R-II]
Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person
other than the Owner and negotiate a mandatory sale by
the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply
with such restrictions and provisions.
7. That the Owner
consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel
to constitute a reasonable arrangement to ensure that
the Class [R-I] [R-II] Certificates will only be owned,
directly or indirectly, by an Owner that is not a
disqualified organization.
8. The Owner's
Taxpayer Identification Number is ______________.
9. This affidavit
and agreement relates only to the Class [R-I] [R-II]
Certificates held by the Owner and not to any other
holder of the Class [R-I] [R-II] Certificates. The
Owner understands that the liabilities described herein
relate only to the Class [R-I] [R-II] Certificates.
10. That no
purpose of the Owner relating to the transfer of any of
the Class [R-I] [-II] Certificates by the Owner is or
will be to impede the assessment or collection of any
tax.
11.That the Owner
has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so
long as any of the Certificates remain outstanding. In
this regard, the Owner hereby represents to and for the
benefit of the person from whom it acquired the Class
[R-I] [R-II] Certificate that the Owner intends to pay
taxes associated with holding such Class [R-I] [R-II]
Certificate as they become due, fully understanding
that it may incur tax liabilities in excess of any cash
flows generated by the Class [R-I] [R-II] Certificate.
12.That the Owner
has no present knowledge or expectation that it will
become insolvent or subject to a bankruptcy proceeding
for so long as any of the Class [R-I] [R-II]
Certificates remain outstanding.
13.The Owner is a
citizen or resident of the United States, a
corporation, partnership or other entity created or
organized in, or under the laws of, the United States
or any political subdivision thereof, or an estate or
trust whose income from sources without the United
States is includible in gross income for United States
federal income tax purposes regardless of its
connection with the conduct of a trade or business
within the United States.
IN WITNESS WHEREOF,
the Owner has caused this instrument to be executed on
its behalf, pursuant to the authority of its Board of
Directors, by its [Title of Officer] and its corporate
seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of
_______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared
before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the
foregoing instrument and to be the [Title of Officer]
of the Owner, and acknowledged to me that he executed
the same as his free act and deed and the free act and
deed of the Owner.
Subscribed and
sworn before me this ____ day of ________________,
199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires
the ____ day of
_______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________,
19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S1
Re:
Mortgage Pass-Through
Certificates,
Series 1995-S1,
Class [R-I] [R-II]
Ladies and Gentlemen:
This letter is
delivered to you in connection with the transfer by
_______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of
$_____________ Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1995-S1,
Class [R-I] [R-II] (the "Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of
March 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer,
and Bankers Trust Company, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the
Company and the Trustee that:
1.No purpose of the
Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2.The Seller
understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit
and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any representation contained
therein is false.
3.The Seller has at
the time of the transfer conducted a reasonable
investigation of the financial condition of the
Purchaser as contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the
Purchaser has historically paid its debts as they
become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay
its debts as they become due in the future. The Seller
understands that the transfer of a Class [R-I] [R-II]
Certificate may not be respected for United States
income tax purposes (and the Seller may continue to be
liable for United States income taxes associated
therewith) unless the Seller has conducted such an
investigation.
4.The Seller has no
actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention:
Residential Funding Corporation Series 1995-1
RE: Mortgage Pass-Through Certificates,
Series 1995-S1, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the
"Seller") $_____________ Initial Certificate Principal
Balance of Mortgage Pass-Through Certificates, Series
1995-S1, Class __ (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of March 1, 1995
among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and
the Trustee that:
1.The Purchaser
understands that
(a) the
Certificates have
not been and will
not be registered
or qualified under
the Securities Act
of 1933, as amended
(the "Act") or any
state securities
law, (b) the
Company is not
required to so
register or qualify
the Certificates,
(c) the
Certificates may be
resold only if
registered and
qualified pursuant
to the provisions
of the Act or any
state securities
law, or if an
exemption from such
registration and
qualification is
available, (d) the
Pooling and
Servicing Agreement
contains
restrictions
regarding the
transfer of the
Certificates and
(e) the
Certificates will
bear a legend to
the foregoing
effect.
2.The Purchaser is
acquiring the
Certificates for
its own account for
investment only and
not with a view to
or for sale in
connection with any
distribution
thereof in any
manner that would
violate the Act or
any applicable
state securities
laws.
3.The Purchaser is
(a) a substantial,
sophisticated
institutional
investor having
such knowledge and
experience in
financial and
business matters,
and, in particular,
in such matters
related to
securities similar
to the
Certificates, such
that it is capable
of evaluating the
merits and risks of
investment in the
Certificates, (b)
able to bear the
economic risks of
such an investment
and (c) an
"accredited
investor" within
the meaning of Rule
501(a) promulgated
pursuant to the
Act.
4.The Purchaser has
been furnished
with, and has had
an opportunity to
review (a) [a copy
of the Private
Placement
Memorandum, dated
___________________
, 19__, relating to
the Certificates
(b)] a copy of the
Pooling and
Servicing Agreement
and [b] [c] such
other information
concerning the
Certificates, the
Mortgage Loans and
the Company as has
been requested by
the Purchaser from
the Company or the
Seller and is
relevant to the
Purchaser's
decision to
purchase the
Certificates. The
Purchaser has had
any questions
arising from such
review answered by
the Company or the
Seller to the
satisfaction of the
Purchaser. [If the
Purchaser did not
purchase the
Certificates from
the Seller in
connection with the
initial
distribution of the
Certificates and
was provided with a
copy of the Private
Placement
Memorandum (the
"Memorandum")
relating to the
original sale (the
"Original Sale") of
the Certificates by
the Company, the
Purchaser
acknowledges that
such Memorandum was
provided to it by
the Seller, that
the Memorandum was
prepared by the
Company solely for
use in connection
with the Original
Sale and the
Company did not
participate in or
facilitate in any
way the purchase of
the Certificates by
the Purchaser from
the Seller, and the
Purchaser agrees
that it will look
solely to the
Seller and not to
the Company with
respect to any
damage, liability,
claim or expense
arising out of,
resulting from or
in connection with
(a) error or
omission, or
alleged error or
omission, contained
in the Memorandum,
or (b) any
information,
development or
event arising after
the date of the
Memorandum.]
5.The Purchaser has
not and will not
nor has it
authorized or will
it authorize any
person to (a)
offer, pledge,
sell, dispose of or
otherwise transfer
any Certificate,
any interest in any
Certificate or any
other similar
security to any
person in any
manner, (b) solicit
any offer to buy or
to accept a pledge,
disposition of
other transfer of
any Certificate,
any interest in any
Certificate or any
other similar
security from any
person in any
manner, (c)
otherwise approach
or negotiate with
respect to any
Certificate, any
interest in any
Certificate or any
other similar
security with any
person in any
manner, (d) make
any general
solicitation by
means of general
advertising or in
any other manner or
(e) take any other
action, that (as to
any of (a) through
(e) above) would
constitute a
distribution of any
Certificate under
the Act, that would
render the
disposition of any
Certificate a
violation of
Section 5 of the
Act or any state
securities law, or
that would require
registration or
qualification
pursuant thereto.
The Purchaser will
not sell or
otherwise transfer
any of the
Certificates,
except in
compliance with the
provisions of the
Pooling and
Servicing
Agreement.
6.The Purchaser is
not an employee
benefit plan
subject to the
Employee Retirement
Income Security Act
of 1974, as amended
("ERISA"), or the
Internal Revenue
Code of 1986, 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, and
understands that
registration of
transfer of any
Certificate to any
such employee
benefit plan, or to
any person acting
on behalf of or
purchasing any
Certificate with
"plan assets" of
any such plan, will
not be made unless
such employee
benefit plan
delivers an opinion
of its counsel,
addressed and
satisfactory to the
Trustee, the
Company and the
Master Servicer, to
the effect that the
purchase and
holding of a
Certificate by, on
behalf of, or with
"plan assets" of
any such plan is
permissible under
applicable law,
would not
constitute or
result in any non-
exempt prohibited
transaction under
Section 406 of
ERISA or Section
4975 of the Code,
and would not
subject the
Company, the Master
Servicer or the
Trustee to any
obligation or
liability
(including
liabilities under
Section 406 of
ERISA or Section
4975 of the Code)
in addition to
those undertaken in
the Pooling and
Servicing Agreement
or any other
liability.
7.The Purchaser is
not a non-United
States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-
S1
Re:Mortgage Pass-
Through Certificates,
Series 1995-S1,
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-S1, Class (the
"Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of March 1, 1995 among
Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust
Company, as trustee (the "Trustee"). The Seller hereby
certifies, represents and warrants to, and covenants
with, the Company and the Trustee that:
Neither the Seller
nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any
Certificate, any interest in any Certificate or any
other similar security to any person in any manner, (b)
has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any
interest in any Certificate or any other similar
security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any
other similar security with any person in any manner,
(d) has made any general solicitation by means of
general advertising or in any other manner, or (e) has
taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the
"Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any
state securities law, or that would require
registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the
foregoing sentence with respect to any Certificate.
The Seller has not and will not sell or otherwise
transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned
seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to
the undersigned buyer (the "Buyer").
1. In connection
with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities
were issued, the Seller hereby certifies the following
facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or
otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the
Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or
otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any
person in any manner, or made any general solicitation
by means of general advertising or in any other manner,
or taken any other action, that would constitute a
distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, and that the
Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another "qualified
institutional buyer" as defined in Rule 144A under the
1933 Act.
2. The Buyer
warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined
in the Pooling and Servicing Agreement (the
"Agreement"), dated as of March 1, 1995 among
Residential Funding Corporation as Master Servicer,
Residential Funding Mortgage Securities I, Inc. as
depositor pursuant to Section 5.02 of the Agreement and
Bankers Trust as trustee, as follows:
a. The Buyer
understands that the
Rule 144A Securities
have not been
registered under the
1933 Act or the
securities laws of any
state.
b. The Buyer
considers itself a
substantial,
sophisticated
institutional investor
having such knowledge
and experience in
financial and business
matters that it is
capable of evaluating
the merits and risks
of investment in the
Rule 144A Securities.
c. The Buyer has
been furnished with
all information
regarding the Rule
144A Securities that
it has requested from
the Seller, the
Trustee or the
Servicer.
d. Neither the
Buyer nor anyone
acting on its behalf
has offered,
transferred, pledged,
sold or otherwise
disposed of the Rule
144A Securities, any
interest in the Rule
144A Securities or any
other similar security
to, or solicited any
offer to buy or accept
a transfer, pledge or
other disposition of
the Rule 144A
Securities, any
interest in the Rule
144A Securities or any
other similar security
from, or otherwise
approached or
negotiated with
respect to the Rule
144A Securities, any
interest in the Rule
144A Securities or any
other similar security
with, any person in
any manner, or made
any general
solicitation by means
of general advertising
or in any other
manner, or taken any
other action, that
would constitute a
distribution of the
Rule 144A Securities
under the 1933 Act or
that would render the
disposition of the
Rule 144A Securities a
violation of Section 5
of the 1933 Act or
require registration
pursuant thereto, nor
will it act, nor has
it authorized or will
it authorize any
person to act, in such
manner with respect to
the Rule 144A
Securities.
e. The Buyer is a
"qualified
institutional buyer"
as that term is
defined in Rule 144A
under the 1933 Act and
has completed either
of the forms of
certification to that
effect attached hereto
as Annex 1 or Annex 2.
The Buyer is aware
that the sale to it is
being made in reliance
on Rule 144A. The
Buyer is acquiring the
Rule 144A Securities
for its own account or
the accounts of other
qualified
institutional buyers,
understands that such
Rule 144A Securities
may be resold, pledged
or transferred only
(i) to a person
reasonably believed to
be a qualified
institutional buyer
that purchases for its
own account or for the
account of a qualified
institutional buyer to
whom notice is given
that the resale,
pledge or transfer is
being made in reliance
on Rule 144A, or (ii)
pursuant to another
exemption from
registration under the
1933 Act.
[3. The Buyer
warrants and represents to, and covenants with, the
Seller, the Trustee, Master Servicer and the Company
that either (1) the Buyer is (A) not an employee
benefit plan (within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as
amended ("ERISA")), or a plan (within the meaning of
Section 4975(e)(1) of the Internal Revenue Code of 1986
("Code")), which (in either case) is subject to ERISA
or Section 4975 of the Code (both a "Plan"), and (B) is
not directly or indirectly purchasing the Rule 144A
Securities on behalf of, as investment manager of, as
named fiduciary of, as trustee of, or with "plan
assets" of a Plan, or (2) the Buyer understands that
registration of transfer of any Rule 144A Securities to
any Plan, or to any Person acting on behalf of any
Plan, will not be made unless such Plan delivers an
opinion of its counsel, addressed and satisfactory to
the Trustee, the Company and the Master Servicer, to
the effect that the purchase and holding of the Rule
144A Securities by, on behalf of or with "plan assets"
of any Plan would not constitute or result in a
prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and would not subject the
Company, the Master Servicer or the Trustee to any
obligation or liability (including liabilities under
ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement or
any other liability.]
4. This document
may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute
one and the same document.
IN WITNESS WHEREOF,
each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows
in connection with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer, Senior Vice
President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer,
the Buyer is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act
of 1933 ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis
$______________________ in securities (except for the
excluded securities referred to below) as of the end of
the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A) and (ii) the
Buyer satisfies the criteria in the category marked
below.
___ Corporation, etc. The Buyer is a corporation
(other than a bank, savings and loan
association or similar institution),
Massachusetts or similar business trust,
partnership, or charitable organization
described in Section 501(c)(3) of the
Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or
banking institution organized under the laws
of any State, territory or the District of
Columbia, the business of which is
substantially confined to banking and is
supervised by the State or territorial
banking commission or similar official or is
a foreign bank or equivalent institution, and
(b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest
annual financial statements, a copy of which
is attached hereto. ___ Savings and Loan.
The Buyer (a) is a
savings and loan
association,
building and loan
association,
cooperative bank,
homestead
association or
similar institution,
which is supervised
and examined by a
State or Federal
authority having
supervision over any
such institutions or
is a foreign savings
and loan association
or equivalent
institution and (b)
has an audited net
worth of at least
$25,000,000 as
demonstrated in its
latest annual
financial
statements.
___ Broker-Dealer. The Buyer is a dealer
registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance
company whose primary and predominant
business activity is the writing of insurance
or the reinsuring of risks underwritten by
insurance companies and which is subject to
supervision by the insurance commissioner or
a similar official or agency of a State or
territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan
established and maintained by a State, its
political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit
plan within the meaning of Title I of the
Employee Retirement Income Security Act of
1974.
___ Investment Adviser. The Buyer is an
investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business
Investment Company licensed by the U.S. Small
Business Administration under Section 301(c)
or (d) of the Small Business Investment Act
of 1958.
___ Business Development Company. The Buyer is a
business development company as defined in
Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose
trustee is a bank or trust company and whose
participants are exclusively (a) plans
established and maintained by a State, its
political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its
employees, or (b) employee benefit plans
within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but
is not a trust fund that includes as
participants individual retirement accounts
or H.R. 10 plans.
3. The term "securities" as used herein
does not include (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are
part of an unsold allotment to or subscription by the
Buyer, if the Buyer is a dealer, (iii) bank deposit
notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase agreement
and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the
aggregate amount of securities owned and/or invested on
a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not
include any of the securities referred to in the
preceding paragraph. Further, in determining such
aggregate amount, the Buyer may have included
securities owned by subsidiaries of the Buyer, but
only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in
accordance with generally accepted accounting
principles and if the investments of such subsidiaries
are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another
enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is
familiar with Rule 144A and understands that the seller
to it and other parties related to the Certificates are
relying and will continue to rely on the statements
made herein because one or more sales to the Buyer may
be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the
Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question
is "no", the Buyer agrees that, in connection with any
purchase of securities sold to the Buyer for the
account of a third party (including any separate
account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Buyer agrees
that the Buyer will not purchase securities for a third
party unless the Buyer has obtained a current
representation letter from such third party or taken
other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the
definition of "qualified institutional buyer" set forth
in Rule 144A.
7. The Buyer will notify each of the
parties to which this certification is made of any
changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of
Rule 144A Securities will constitute a reaffirmation of
this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO
EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows
in connection with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is
the President, Chief Financial Officer or Senior Vice
President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an
officer of the Adviser.
2. In connection with purchases by Buyer, the
Buyer is a "qualified institutional buyer" as defined
in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the
Buyer's Family of Investment Companies, owned at least
$100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the
Buyer's most recent fiscal year. For purposes of
determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies,
the cost of such securities was used.
____ The Buyer owned $___________________ in
securities (other than the excluded
securities referred to below) as of the end
of the Buyer's most recent fiscal year (such
amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment
Companies which owned in the aggregate
$______________ in securities (other than the
excluded securities referred to below) as of
the end of the Buyer's most recent fiscal
year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment
Companies" as used herein means two or more registered
investment companies (or series thereof) that have the
same investment adviser or investment advisers that are
affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of
the other).
4. The term "securities" as used herein
does not include (i) securities of issuers that are
affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) bank deposit notes
and certificates of deposit, (iii) loan participations,
(iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this
certification is made are relying and will continue to
rely on the statements made herein because one or more
sales to the Buyer will be in reliance on Rule 144A.
In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the
parties to which this certification is made of any
changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this
certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss
Coverage; Limited Guaranty. (a) Subject to subsection
(c) below, prior to the later of the third Business Day
prior to each Distribution Date or the related
Determination Date, the Master Servicer shall determine
whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such
Distribution Date for Advances or Subservicer Advances
previously made, (which will not be Advances or
Subservicer Advances that were made with respect to
delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses) and,
if so, the Master Servicer shall demand payment from
Residential Funding of an amount equal to the amount of
any Advances or Subservicer Advances reimbursed
pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included
in the amount of the Realized Loss in the related
Mortgage Loan, and shall distribute the same to the
Class B Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section
4.02(a).
(b) Subject to subsection (c) below, prior
to the later of the third Business Day prior to each
Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any
Realized Losses (other than Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the
Class B Certificates on such Distribution Date pursuant
to Section 4.05, and, if so, the Master Servicer shall
demand payment from Residential Funding of the amount
of such Realized Loss and shall distribute the same to
the Class B Certificateholders in the same manner as if
such amount were to be distributed pursuant to Section
4.02(a); provided, however, that the amount of such
demand in respect of any Distribution Date shall in no
event be greater than the sum of (i) the additional
amount of Accrued Certificate Interest that would have
been paid for the Class B Certificateholders on such
Distribution Date had such Realized Loss or Losses not
occurred plus (ii) the amount of the reduction in the
Certificate Principal Balances of the Class B
Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment,
such Realized Losses shall be deemed to have been borne
by the Certificateholders for purposes of Section 4.05.
Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses
allocated to the Class B Certificates will not be
covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this
Section shall be made prior to the later of the third
Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with
written notice thereof to the Trustee. The maximum
amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date
(the "Amount Available") shall be equal to the lesser
of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b)
hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate
Principal Balances of the Class B Certificates, or such
lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described
in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General
Motors Acceptance Corporation of any failure of
Residential Funding to make any payments hereunder and
shall demand payment pursuant to the limited guaranty
(the "Limited Guaranty"), executed by General Motors
Acceptance Corporation, of Residential Funding's
obligation to make payments pursuant to this Section,
in an amount equal to the lesser of (i) the Amount
Available and (ii) such required payments, by
delivering to General Motors Acceptance Corporation a
written demand for payment by wire transfer, not later
than the second Business Day prior to the Distribution
Date for such month, with a copy to the Master
Servicer.
(e) All payments made by Residential Funding
pursuant to this Section or amounts paid under the
Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the
Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in
its sole discretion, to substitute for either or both
of the Limited Guaranty or the Subordinate Certificate
Loss Obligation another instrument in the form of a
corporate guaranty, an irrevocable letter of credit, a
surety bond, insurance policy or similar instrument or
a reserve fund; provided that (i) the Company obtains
an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such
substitute corporate guaranty, irrevocable letter of
credit, surety bond, insurance policy or similar
instrument or reserve fund will not cause either (a)
any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860(F)(a)(1)
of the Code or on "contributions after the startup
date" under Section 860(G)(d)(1) of the Code or (b)
either REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding,
and (ii) no such substitution shall be made unless (A)
the substitute Limited Guaranty or Subordinate
Certificate Loss Obligation is for an initial amount
not less than the then current Amount Available and
contains provisions that are in all material respects
equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that
no portion of the fees, reimbursements or other
obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of
any obligor of any substitute Limited Guaranty or
Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at
least the lesser of (a) the rating of the long term
debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt
obligations of General Motors Acceptance Corporation at
the date of such substitution and (C) the Company
obtains written confirmation from each nationally
recognized credit rating agency that rated the Class B
Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current
rating assigned to the Class B Certificates by such
rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency. Any
replacement of the Limited Guaranty or Subordinate
Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to
the substitute guarantor or obligor, addressed to the
Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding
obligation of the substitute guarantor or obligor,
enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer
and the Trustee shall reasonably request. Neither the
Company, the Master Servicer nor the Trustee shall be
obligated to substitute for or replace the Limited
Guaranty or Subordinate Certificate Loss Obligation
under any circumstance.
Section 12.02. Amendments Relating to the
Limited Guaranty. Notwithstanding Sections 11.01 or
12.01: (i) the provisions of this Article XII may be
amended, superseded or deleted, (ii) the Limited
Guaranty or Subordinate Certificate Loss Obligation may
be amended, reduced or canceled, and (iii) any other
provision of this Agreement which is related or
incidental to the matters described in this Article XII
may be amended in any manner; in each case by written
instrument executed or consented to by the Company and
Residential Funding but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of, the Master
Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each
nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion
or cancellation will not lower the rating on the Class
B Certificates below the lesser of (a) the then-current
rating assigned to the Class B Certificates by such
rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency, unless
(A) the Holder of 100% of the Class B Certificates is
Residential Funding or an Affiliate of Residential
Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section
11.01(e) and, provided further that the Company
obtains, in the case of a material amendment or
supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate
Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel)
to the effect that any such amendment or supersession
will not cause either (a) any federal tax to be imposed
on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions
after the startup date" under Section 860G(d)(1) of the
Code or (b) either REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is
outstanding. A copy of any such instrument shall be
provided to the Trustee and the Master Servicer
together with an Opinion of Counsel that such amendment
complies with this Section 12.02.
EXHIBIT N
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1995-S1
,
199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention:
Residential Funding Corporation Series 1995-S1
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 March 1, 1995 (the
"Servicing Agreement"), among Residential Funding
Mortgage Securities I, Inc. (the "Company"),
Residential Funding and Bankers Trust Company (the
"Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage
Pass-Through Certificates, Series 1995-S1 (the
"Certificates"); and
WHEREAS, pursuant to Section 12.01 of the
Servicing Agreement, Residential Funding agrees to make
payments to the Holders of the Class B Certificates
with respect to certain losses on the Mortgage Loans as
described in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain
assurances with respect to the ability of Residential
Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the
premises herein contained and certain other good and
valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on
behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available
to Residential Funding), either directly or through a
subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by
Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding
clause (a) shall be absolute, irrevocable and
unconditional and shall not be affected by the transfer
by GMAC or any other person of all or any part of its
or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding
affecting Residential Funding or any other person, by
any defense or right of counterclaim, set-off or
recoupment that GMAC may have against Residential
Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's
obligations under clause (a) shall terminate upon the
earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing
Agreement, or (y) the termination of the Trust Fund
pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure
or delay on the part of Residential Funding, the
Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands
hereunder. Any defective or partial exercise of any
such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further
waives demand, presentment, notice of default, protest,
notice of acceptance and any other notices with respect
to this Limited Guaranty, including, without
limitation, those of action or nonaction on the part of
Residential Funding or the Trustee.
3. Modification, Amendment and Termination.
This Limited Guaranty may be modified, amended or
terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or
termination is permitted under Section 12.02 of the
Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in
effect so long as the Servicing Agreement is not
modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without
the prior written consent of GMAC.
4. Successor. Except as otherwise
expressly provided herein, the guarantee herein set
forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty
shall be governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC
understands that a copy of this Limited Guaranty shall
be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement
and GMAC hereby authorizes the Company and the Trustee
to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but
not otherwise defined herein shall have the meaning
given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may
be executed in any number of counterparts, each of
which shall be deemed to be an original and such
counterparts shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, GMAC has caused this
Limited Guaranty to be executed and delivered by its
respective officers thereunto duly authorized as of the
day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE
LOAN
__________________,
19____
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention:
Residential Funding Corporation Series 1995-S1
Re: Mortgage Pass-Through Certificates,
Series 1995-S1 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
March 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
Planned Principal Balances and Targeted Principal
Balances
(see attached)
For information on the Planned Principal
Balances and Targeted Principal Balances, see
Prospectus Supplement dated March 24, 1995 to the
Prospectus dated June 23, 1994 for Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates Series 1995-S1. See pages S-32 through S-
38.
EXHIBIT Q
Schedule of Discount Fractions
1995-S1 SCHEDULE OF DISCOUNT MORTGAGE LOANS
LOAN PRINCIPAL NET MTG DISCOUNT PO
NUMBER BALANCE RATE FRACTION BALANCE
1357879 $653,245.74 6.920% 18.5882352941% $121,426.86
1404384 $247,433.70 7.045% 17.1176470588% $42,354.83
1403787 $503,651.52 7.045% 17.1176470588% $86,213.29
1404598 $204,186.52 7.170% 15.6470588235% $31,949.18
1404751 $291,167.62 7.470% 12.1176470588% $35,282.66
1404749 $397,678.21 7.470% 12.1176470588% $48,189.24
1394080 $441,818.50 7.545% 11.2352941176% $49,639.61
1404837 $99,217.66 7.595% 10.6470588235% $10,563.76
1393330 $346,565.81 7.670% 9.7647058824% $33,841.13
1404844 $224,069.36 7.720% 9.1764705882% $20,561.66
1397259 $213,798.73 7.795% 8.2941176471% $17,732.72
1372449 $132,017.76 7.800% 8.2352941176% $10,872.05
1404906 $261,823.50 7.920% 6.8235294118% $17,865.60
1397260 $216,515.11 7.920% 6.8235294118% $14,773.97
1404931 $998,720.28 7.920% 6.8235294118% $68,147.97
1397258 $242,262.29 7.920% 6.8235294118% $16,530.84
1400180 $381,514.24 7.970% 6.2352941176% $23,788.53
1382207 $128,000.50 8.045% 5.3529411765% $6,851.79
1404985 $249,371.88 8.045% 5.3529411765% $13,348.73
1404908 $278,299.06 8.045% 5.3529411765% $14,897.18
1386921 $306,228.09 8.045% 5.3529411765% $16,392.21
1386923 $100,723.68 8.045% 5.3529411765% $5,391.68
1404905 $233,811.10 8.045% 5.3529411765% $12,515.77
1404986 $207,477.39 8.045% 5.3529411765% $11,106.14
1386926 $447,820.28 8.045% 5.3529411765% $23,971.56
1404915 $343,679.80 8.170% 3.8823529412% $13,342.86
1404977 $244,499.71 8.170% 3.8823529412% $9,492.34
1404972 $498,150.09 8.170% 3.8823529412% $19,339.94
1392010 $363,599.92 8.195% 3.5882352941% $13,046.82
1404939 $349,372.37 8.270% 2.7058823529% $9,453.61
1404892 $299,644.49 8.295% 2.4117647059% $7,226.72
1404979 $263,529.02 8.295% 2.4117647059% $6,355.70
1404900 $229,450.95 8.295% 2.4117647059% $5,533.82
1404926 $998,216.04 8.295% 2.4117647059% $24,074.62
1404846 $219,206.53 8.345% 1.8235294118% $3,997.30
1404927 $176,688.42 8.360% 1.6470588235% $2,910.16
1404857 $498,824.61 8.370% 1.5294117647% $7,629.08
1404934 $299,473.00 8.370% 1.5294117647% $4,580.18
1404853 $298,824.15 8.390% 1.2941176471% $3,867.14
1404852 $215,421.10 8.405% 1.1176470588% $2,407.65
1397546 $295,064.74 8.420% 0.9411764706% $2,777.08
1404963 $654,243.55 8.420% 0.9411764706% $6,157.59
1403796 $94,834.82 8.420% 0.9411764706% $892.56
1404912 $388,628.88 8.420% 0.9411764706% $3,657.68
1404791 $235,000.00 8.420% 0.9411764706% $2,211.76
1404878 $229,464.88 8.420% 0.9411764706% $2,159.67
1404914 $276,512.32 8.420% 0.9411764706% $2,602.47
1404980 $199,652.24 8.420% 0.9411764706% $1,879.08
1404928 $337,413.76 8.420% 0.9411764706% $3,175.66
1404879 $239,722.83 8.420% 0.9411764706% $2,256.21
1404933 $198,847.02 8.470% 0.3529411765% $701.81
1404845 $298,945.33 8.470% 0.3529411765% $1,055.10
1404750 $271,601.11 8.470% 0.3529411765% $958.59
1404935 $314,460.74 8.495% 0.0588235294% $184.98
$17,140,390.95 5.3565707403% $918,137.17
