SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as seller under
a Pooling and Servicing Agreement dated as of May 1, 1995
providing for, inter
alia, the issuance of Mortgage Pass-Through Certificates, Series
1995-S8)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification
No.)
8400 Normandale Lake Blvd.
Suite 600 Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code,
is (612) 832-7000
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of May 1,
1995 among Residential Funding Mortgage
Securities I, Inc. as seller, Residential Funding Corporation, as
master servicer, and The First National Bank of
Chicago, as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto
duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Bruce Legan
Name: Bruce Legan
Title:Director
Dated: June 8, 1995
EXHIBITS
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S8
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . . 3
Accrued Certificate Interest . . . . . . . . . . . . 3
Adjusted Mortgage Rate . . . . . . . . . . . . . . . 3
Advance. . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate. . . . . . . . . . . . . . . . . . . . . . 4
Agreement. . . . . . . . . . . . . . . . . . . . . . 4
Amount Held for Future Distribution. . . . . . . . . 4
Appraised Value. . . . . . . . . . . . . . . . . . . 4
Assignment . . . . . . . . . . . . . . . . . . . . . 4
Assignment Agreement . . . . . . . . . . . . . . . . 4
Assignment of Proprietary Lease. . . . . . . . . . . 4
Available Distribution Amount. . . . . . . . . . . . 4
Bankruptcy Amount. . . . . . . . . . . . . . . . . . 5
Bankruptcy Code. . . . . . . . . . . . . . . . . . . 5
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . 5
Book-Entry Certificate . . . . . . . . . . . . . . . 5
Business Day . . . . . . . . . . . . . . . . . . . . 5
Buydown Funds. . . . . . . . . . . . . . . . . . . . 5
Buydown Mortgage Loan. . . . . . . . . . . . . . . . 6
Cash Liquidation . . . . . . . . . . . . . . . . . . 6
Certificate. . . . . . . . . . . . . . . . . . . . . 6
Certificate Account. . . . . . . . . . . . . . . . . 6
Certificate Account Deposit Date . . . . . . . . . . 6
Certificateholder or Holder. . . . . . . . . . . . . 6
Certificate Owner. . . . . . . . . . . . . . . . . . 6
Certificate Principal Balance. . . . . . . . . . . . 6
Certificate Register and Certificate Registrar . . . 7
Class. . . . . . . . . . . . . . . . . . . . . . . . 7
Class A Certificate. . . . . . . . . . . . . . . . . 7
Class B Certificate. . . . . . . . . . . . . . . . . 7
Class B Percentage . . . . . . . . . . . . . . . . . 8
Class B-1 Percentage . . . . . . . . . . . . . . . . 8
Class B-1 Prepayment Distribution Trigger. . . . . . 8
Class B-2 Percentage . . . . . . . . . . . . . . . . 8
Class B-2 Prepayment Distribution Trigger. . . . . . 8
Class B-3 Percentage . . . . . . . . . . . . . . . . 8
Class B-3 Prepayment Distribution Trigger. . . . . . 8
Class M Certificate. . . . . . . . . . . . . . . . . 8
Class M Percentage . . . . . . . . . . . . . . . . . 9
Class M-1 Percentage . . . . . . . . . . . . . . . . 9
Class M-2 Percentage . . . . . . . . . . . . . . . . 9
Class M-2 Prepayment Distribution Trigger. . . . . . 9
Class M-3 Percentage . . . . . . . . . . . . . . . . 9
Class M-3 Prepayment Distribution Trigger. . . . . . 9
Class R Certificate. . . . . . . . . . . . . . . . . 9
Class R-I Certificate. . . . . . . . . . . . . . . . 9
Class R-II Certificate . . . . . . . . . . . . . . . 10
Closing Date . . . . . . . . . . . . . . . . . . . . 10
Code . . . . . . . . . . . . . . . . . . . . . . . . 10
Compensating Interest. . . . . . . . . . . . . . . . 10
Cooperative. . . . . . . . . . . . . . . . . . . . . 10
Cooperative Apartment. . . . . . . . . . . . . . . . 10
Cooperative Lease. . . . . . . . . . . . . . . . . . 10
Cooperative Loans. . . . . . . . . . . . . . . . . . 10
Cooperative Stock. . . . . . . . . . . . . . . . . . 10
Cooperative Stock Certificate. . . . . . . . . . . . 11
Corporate Trust Office . . . . . . . . . . . . . . . 11
Credit Support Depletion Date. . . . . . . . . . . . 11
Curtailment. . . . . . . . . . . . . . . . . . . . . 11
Custodial Account. . . . . . . . . . . . . . . . . . 11
Custodial Agreement. . . . . . . . . . . . . . . . . 11
Custodian. . . . . . . . . . . . . . . . . . . . . . 11
Cut-off Date . . . . . . . . . . . . . . . . . . . . 11
Cut-off Date Principal Balance . . . . . . . . . . . 11
Debt Service Reduction . . . . . . . . . . . . . . . 11
Deficient Valuation. . . . . . . . . . . . . . . . . 11
Definitive Certificate . . . . . . . . . . . . . . . 11
Deleted Mortgage Loan. . . . . . . . . . . . . . . . 12
Depository . . . . . . . . . . . . . . . . . . . . . 12
Depository Participant . . . . . . . . . . . . . . . 12
Destroyed Mortgage Note. . . . . . . . . . . . . . . 12
Determination Date . . . . . . . . . . . . . . . . . 12
Disqualified Organization. . . . . . . . . . . . . . 12
Distribution Date. . . . . . . . . . . . . . . . . . 12
Due Date . . . . . . . . . . . . . . . . . . . . . . 12
Due Period . . . . . . . . . . . . . . . . . . . . . 13
Duff & Phelps. . . . . . . . . . . . . . . . . . . . 13
Eligible Account . . . . . . . . . . . . . . . . . . 13
Eligible Funds . . . . . . . . . . . . . . . . . . . 13
Event of Default . . . . . . . . . . . . . . . . . . 13
Excess Bankruptcy Loss . . . . . . . . . . . . . . . 13
Excess Fraud Loss. . . . . . . . . . . . . . . . . . 13
Excess Special Hazard Loss . . . . . . . . . . . . . 13
Excess Subordinate Principal Amount. . . . . . . . . 14
Extraordinary Events . . . . . . . . . . . . . . . . 14
Extraordinary Losses . . . . . . . . . . . . . . . . 14
FDIC . . . . . . . . . . . . . . . . . . . . . . . . 14
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . 15
Final Distribution Date. . . . . . . . . . . . . . . 15
Fitch. . . . . . . . . . . . . . . . . . . . . . . . 15
FNMA . . . . . . . . . . . . . . . . . . . . . . . . 15
Foreclosure Profits. . . . . . . . . . . . . . . . . 15
Fraud Loss Amount. . . . . . . . . . . . . . . . . . 15
Fraud Losses . . . . . . . . . . . . . . . . . . . . 16
Independent. . . . . . . . . . . . . . . . . . . . . 16
Initial Certificate Principal Balance. . . . . . . . 16
Initial Monthly Payment Deposit. . . . . . . . . . . 16
Insurance Proceeds . . . . . . . . . . . . . . . . . 16
Insurer. . . . . . . . . . . . . . . . . . . . . . . 16
Late Collections . . . . . . . . . . . . . . . . . . 16
Liquidation Proceeds . . . . . . . . . . . . . . . . 16
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . 16
Maturity Date. . . . . . . . . . . . . . . . . . . . 17
Monthly Payment. . . . . . . . . . . . . . . . . . . 17
Moody's. . . . . . . . . . . . . . . . . . . . . . . 17
Mortgage . . . . . . . . . . . . . . . . . . . . . . 17
Mortgage File. . . . . . . . . . . . . . . . . . . . 17
Mortgage Loan Schedule . . . . . . . . . . . . . . . 17
Mortgage Loans . . . . . . . . . . . . . . . . . . . 18
Mortgage Note. . . . . . . . . . . . . . . . . . . . 18
Mortgage Rate. . . . . . . . . . . . . . . . . . . . 18
Mortgaged Property . . . . . . . . . . . . . . . . . 18
Mortgagor. . . . . . . . . . . . . . . . . . . . . . 18
Net Mortgage Rate. . . . . . . . . . . . . . . . . . 18
Non-Primary Residence Loans. . . . . . . . . . . . . 19
Non-United States Person . . . . . . . . . . . . . . 19
Nonrecoverable Advance . . . . . . . . . . . . . . . 19
Nonsubserviced Mortgage Loan . . . . . . . . . . . . 19
Notional Amount. . . . . . . . . . . . . . . . . . . 19
Officers' Certificate. . . . . . . . . . . . . . . . 19
Opinion of Counsel . . . . . . . . . . . . . . . . . 19
Original Senior Percentage . . . . . . . . . . . . . 19
Outstanding Mortgage Loan. . . . . . . . . . . . . . 19
Ownership Interest . . . . . . . . . . . . . . . . . 19
Pass-Through Rate. . . . . . . . . . . . . . . . . . 20
Paying Agent . . . . . . . . . . . . . . . . . . . . 20
Percentage Interest. . . . . . . . . . . . . . . . . 20
Permitted Investments. . . . . . . . . . . . . . . . 20
Permitted Transferee . . . . . . . . . . . . . . . . 21
Person . . . . . . . . . . . . . . . . . . . . . . . 21
Pool Stated Principal Balance. . . . . . . . . . . . 21
Pool Strip Rate. . . . . . . . . . . . . . . . . . . 22
Prepayment Assumption. . . . . . . . . . . . . . . . 22
Prepayment Distribution Percentage . . . . . . . . . 22
Prepayment Distribution Trigger. . . . . . . . . . . 23
Prepayment Interest Shortfall. . . . . . . . . . . . 24
Prepayment Period. . . . . . . . . . . . . . . . . . 24
Primary Insurance Policy . . . . . . . . . . . . . . 24
Principal Prepayment . . . . . . . . . . . . . . . . 24
Principal Prepayment in Full . . . . . . . . . . . . 24
Program Guide. . . . . . . . . . . . . . . . . . . . 24
Purchase Price . . . . . . . . . . . . . . . . . . . 24
Qualified Substitute Mortgage Loan . . . . . . . . . 24
Rating Agency. . . . . . . . . . . . . . . . . . . . 25
Realized Loss. . . . . . . . . . . . . . . . . . . . 25
Record Date. . . . . . . . . . . . . . . . . . . . . 26
Regular Certificate. . . . . . . . . . . . . . . . . 26
REMIC. . . . . . . . . . . . . . . . . . . . . . . . 26
REMIC I. . . . . . . . . . . . . . . . . . . . . . . 26
REMIC I Certificates . . . . . . . . . . . . . . . . 26
REMIC II . . . . . . . . . . . . . . . . . . . . . . 26
REMIC II Certificates. . . . . . . . . . . . . . . . 26
REMIC Provisions . . . . . . . . . . . . . . . . . . 26
REO Acquisition. . . . . . . . . . . . . . . . . . . 27
REO Disposition. . . . . . . . . . . . . . . . . . . 27
REO Imputed Interest . . . . . . . . . . . . . . . . 27
REO Proceeds . . . . . . . . . . . . . . . . . . . . 27
REO Property . . . . . . . . . . . . . . . . . . . . 27
Request for Release. . . . . . . . . . . . . . . . . 27
Required Insurance Policy. . . . . . . . . . . . . . 27
Residential Funding. . . . . . . . . . . . . . . . . 27
Responsible Officer. . . . . . . . . . . . . . . . . 27
Security Agreement . . . . . . . . . . . . . . . . . 27
Seller . . . . . . . . . . . . . . . . . . . . . . . 27
Seller's Agreement . . . . . . . . . . . . . . . . . 27
Senior Accelerated Distribution Percentage . . . . . 28
Senior Percentage. . . . . . . . . . . . . . . . . . 28
Senior Principal Distribution Amount . . . . . . . . 29
Servicing Accounts . . . . . . . . . . . . . . . . . 29
Servicing Advances . . . . . . . . . . . . . . . . . 29
Servicing Fee. . . . . . . . . . . . . . . . . . . . 29
Servicing Officer. . . . . . . . . . . . . . . . . . 29
Special Hazard Amount. . . . . . . . . . . . . . . . 29
Special Hazard Loss. . . . . . . . . . . . . . . . . 30
Special Hazard Percentage. . . . . . . . . . . . . . 30
Standard & Poor's. . . . . . . . . . . . . . . . . . 30
Stated Principal Balance . . . . . . . . . . . . . . 30
Subordinate Principal Distribution Amount. . . . . . 30
Subserviced Mortgage Loan. . . . . . . . . . . . . . 31
Subservicer. . . . . . . . . . . . . . . . . . . . . 31
Subservicer Advance. . . . . . . . . . . . . . . . . 31
Subservicing Account . . . . . . . . . . . . . . . . 31
Subservicing Agreement . . . . . . . . . . . . . . . 31
Subservicing Fee . . . . . . . . . . . . . . . . . . 31
Tax Returns. . . . . . . . . . . . . . . . . . . . . 31
Transfer . . . . . . . . . . . . . . . . . . . . . . 32
Transferee . . . . . . . . . . . . . . . . . . . . . 32
Transferor . . . . . . . . . . . . . . . . . . . . . 32
Trust Fund . . . . . . . . . . . . . . . . . . . . . 32
Uncertificated Accrued Interest. . . . . . . . . . . 32
Uncertificated Notional Amount . . . . . . . . . . . 32
Uncertificated Pass-Through Rate . . . . . . . . . . 32
Uncertificated Principal Balance . . . . . . . . . . 33
Uncertificated REMIC I Regular Interest W. . . . . . 33
Uncertificated REMIC I Regular Interest X. . . . . . 33
Uncertificated REMIC I Regular Interest Y. . . . . . 33
Uncertificated REMIC I Regular Interests Z . . . . . 33
Uncertificated REMIC I Regular Interest Z Pool StripRate. .. 33
Uncertificated REMIC I Regular Interests . . . . . . 34
Uncertificated REMIC I Regular Interest W Distribution
Amount. . . . . . 34
Uncertificated REMIC I Regular Interest X Distribution
Amount. . . . . . 34
Uncertificated REMIC I Regular Interest Y Distribution
Amount. . . . . . 34
Uncertificated REMIC I Regular Interests Z Distribution
Amounts. . . . . 34
Uncertificated REMIC I Regular Interest Distribution
Amounts . . . . . . 34
Uncertificated REMIC II Regular Interests. . . . . . 34
Uncertificated REMIC II Regular Interests Distribution
Amounts . . . . . 34
Underwriter. . . . . . . . . . . . . . . . . . . . . 34
Uninsured Cause. . . . . . . . . . . . . . . . . . . 34
United States Person . . . . . . . . . . . . . . . . 34
Voting Rights. . . . . . . . . . . . . . . . . . . . 35
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . . . . . . 36
Section 2.02. Acceptance by Trustee. . . . . . . . . . . 40
Section 2.03. Representations, Warranties and Covenants of
the Master Servicer and
the Company. . . . . . . . 41
Section 2.04. Representations and Warranties of Sellers. 45
Section 2.05. Issuance of Certificates Evidencing Interests
in REMIC I . . . 47
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC
II Regular Interests;
Acceptance by the Trustee. 47
Section 2.07. Issuance of Certificates Evidencing
Interest in
REMIC II. . . . . . 48
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer . . . . 49
Section 3.02. Subservicing Agreements Between Master Servicer
and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations. . . . . . . . . . . . . . . . 50
Section 3.03. Successor Subservicers . . . . . . . . . . 51
Section 3.04. Liability of the Master Servicer . . . . . 51
Section 3.05. No Contractual Relationship Between Subservicer
and Trustee or
Certificateholders . . . . . . . . . . . . 51
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee. . . . . . . . . . . 52
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account. . . . . . . 52
Section 3.08. Subservicing Accounts; Servicing Accounts. 54
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans . . . . . . . 56
Section 3.10. Permitted Withdrawals from the Custodial
Account. . . . . . . . . . . . . . . . . . 56
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder . . . . . . . . . . 58
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage. . . . . . . . . . . . . 58
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification
Agreements; Certain Assignments. . . . . . 60
Section 3.14. Realization Upon Defaulted Mortgage Loans. 62
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files. .. . . . . . . . . . . . . . . . . 64
Section 3.16. Servicing and Other Compensation;
Compensating Interest. . . . . . . . . . . 65
Section 3.17. Reports to the Trustee and the Company . . 66
Section 3.18. Annual Statement as to Compliance. . . . . 66
Section 3.19. Annual Independent Public Accountants'
Servicing Report. . . . . . . . . . . . . 67
Section 3.20. Rights of the Company in Respect of
the Master Servicer. . . . . . . . . . . . 67
Section 3.21. Administration of Buydown Funds. . . . . . 68
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . . . . . . 69
Section 4.02. Distributions. . . . . . . . . . . . . . . 69
Section 4.03. Statements to Certificateholders . . . . . 75
Section 4.04. Distribution of Reports to the Trustee
and the Company; Advances by
the Master Servicer. . . . . . . . . . . . 77
Section 4.05. Allocation of Realized Losses. . . . . . . 79
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property. . . . . . . . . . . . 80
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans. . . . . . . . . . . . . . 80
Section 4.08. Distributions on the Uncertificated
REMIC I and REMIC II Regular
Interests.. . . . . . . . . . . . . . . . 80
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . . . . . . 82
Section 5.02. Registration of Transfer and Exchange of
Certificates. . . . . . . . . . . . . . . 84
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. . . . . . . . .. . . . . . . 88
Section 5.04. Persons Deemed Owners. . . . . . . . . . . 88
Section 5.05. Appointment of Paying Agent. . . . . . . . 89
Section 5.06. Optional Purchase of Certificates. . . . . 89
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer. . . . . . . . . . . . . . 91
Section 6.02. Merger or Consolidation of the Company
or the Master Servicer;
Assignment of Rights and Delegation
of Dutiesby Master Servicer. . . . . . . . 91
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others . . . . . . 92
Section 6.04. Company and Master Servicer Not to Resign. 93
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . . . . . . 94
Section 7.02. Trustee or Company to Act; Appointment of. 96
Section 7.03. Notification to Certificateholders . . . . 96
Section 7.04. Waiver of Events of Default. . . . . . . . 97
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . . . . . . 98
Section 8.02. Certain Matters Affecting the Trustee. . ..100
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans. . . . . . . . .. . . . .101
Section 8.04. Trustee May Own Certificates . . . . . . ..101
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification. . . . . . . . ..101
Section 8.06. Eligibility Requirements for Trustee . . ..102
Section 8.07. Resignation and Removal of the Trustee . ..103
Section 8.08. Successor Trustee. . . . . . . . . . . . ..104
Section 8.09. Merger or Consolidation of Trustee . . . ..104
Section 8.10. Appointment of Co-Trustee or
Separate Trusee. . . . . . . . . . . . . .105
Section 8.11. Appointment of Custodians. . . . . . . . ..106
Section 8.12. Appointment of Office or Agency. . . . . ..106
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans. . . . . 107
Section 9.02. Termination of REMIC II. . . . . . . . . . 109
Section 9.03. Additional Termination Requirements. . . . 109
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . . . . . . ..111
Section 10.02. Master Servicer and
Trustee Indemnification. . . . . . . . . .114
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . .. . . . . . . .115
Section 11.02. Recordation of Agreement; Counterparts . . 117
Section 11.03. Limitation on Rights of Certificateholders 118
Section 11.04. Governing Law. . . . . . . . . . . . . . . 118
Section 11.05. Notices. . . . . . . . . . . . . . . . . . 119
Section 11.06. Notices to Rating Agency . . . . . . . . . 119
Section 11.07. Severability of Provisions . . . . . . . . 120
Section 11.08. Supplemental Provisions
for Resecuritization. . . . . . . . . . . .120
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit One: Form of Custodian Initial Certification
Exhibit Two: Form of Custodian Interim Certification
Exhibit Three: Form of Custodian Final Certification
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation
Letter
Exhibit M: Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section
12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
This Pooling and Servicing Agreement, effective
as of May 1, 1995, among RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC., as the
company (together with its permitted successors
and assigns, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its
permitted successors and assigns, the "Master
Servicer"), and
THE FIRST NATIONAL BANK OF CHICAGO,
as trustee (together with its permitted
successors and assigns,
the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through
certificates (collectively, the
"Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence
the entire beneficial ownership interest in the Mortgage Loans
(as defined herein). As provided
herein, the Master Servicer will make an election to treat the
segregated pool of assets described
in the definition of REMIC I (as defined herein), and subject to
this Agreement (including the
Mortgage Loans but excluding the Initial Monthly Payment
Deposit), as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes
and such segregated pool of assets
will be designated as "REMIC I." 2 partial undivided beneficial
ownership interests in each of the
Mortgage Loans and 379 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 M-1, Class M-2, Class
M-3, Class B-1, Class B-2 and Class B-3 Certificates 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-6 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.
Designation Type Pass-
Through
Rate Aggregate
Initial
Certificate
Principal
Balance
Class A-1 Senior 7.65 % $ 42,847,629.00
Class A-2 Senior 8.0 $ 20,646,342.00
Class A-3 Senior 8.0 $ 10,027,461.00
Class A-4 Senior 8.0 $ 21,739,268.00
Class A-5 Senior 0.35 $ 0.00
Class A-6 Senior Variable $ 0.00
Rate
Class R-I Residual/ 8.0 $ 100.00
Senior
Class R-II Residual/ 8.0 $ 100.00
Senior
Class M-1 Mezzanine 8.0 $ 2,809,400.00
Class M-2 Mezzanine 8.0 $ 1,277,000.00
Class M-3 Mezzanine 8.0 $ 1,277,000.00
Class B-1 Subordinate 8.0 $ 613,000.00
Class B-2 Subordinate 8.0 $ 408,600.00
Class B-3 Subordinate 8.0 $ 510,571.55
Designation Features Maturity Initial Ratings
Date S&P Fitch
Class A-1 Senior May 25, 2025 AAA AAA
Class A-2 Senior May 25, 2025 AAA AAA
Class A-3 Senior May 25, 2025 AAA AAA
Class A-4 Senior May 25, 2025 AAA AAA
Class A-5 Fixed May 25, 2025 AAAr AAA
Strip
Class A-6 Stripped May 25, 2025 AAAr AAA
Interests
Class R-I Residual May 25, 2025 AAA AAA
Class R-II Residual May 25, 2025 AAA AAA
Class M-1 Mezzanine May 25, 2025 AA N/A
Class M-2 Mezzanine May 25, 2025 N/A A
Class M-3 Mezzanine May 25, 2025 N/A BBB
Class B-1 Subordinate May 25, 2025 N/A BB
Class B-2 Subordinate May 25, 2025 B N/A
Class B-3 Subordinate May 25, 2025 N/A N/A
The Mortgage Loans have an
aggregate Cut-off Date
Principal Balance equal to $102,156,471.55. 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.
Accrued Certificate Interest:
With respect to each
Distribution Date, as to any Class A Certificate (other than the
Class A-5 Certificates and the Class A-6 Certificates), any Class
M
Certificate, any Class B Certificate or any Class R Certificate,
one
month's interest at the related Pass-Through Rate on the
Certificate
Principal Balance thereof immediately prior to such Distribution
Date. With respect to each Distribution Date, as to the Class
A-5
Certificates and the Class A-6 Certificates, one month's interest
at
the Pass-Through Rate on the related Notional Amount. Accrued
Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates will be reduced
by
the amount of (i) Prepayment Interest Shortfalls (to the extent
not
offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01), (ii) the interest portion
(adjusted to the Net Mortgage Rate) of Realized Losses (including
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more
specific Classes of Certificates pursuant to Section 4.05, (iii)
the
interest portion of Advances previously made with respect to a
Mortgage Loan or REO Property which remained unreimbursed
following
the Cash Liquidation or REO Disposition of such Mortgage Loan or
REO
Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and
(iv) any other interest shortfalls not covered by the
subordination
provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940,
as
amended, or similar legislation or regulations as in effect from
time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued
Certificate Interest which would have resulted absent such
reductions. In addition to that portion of the reductions
described
in the preceding sentence that are allocated to any Class of
Class
B Certificates or Class M Certificates, Accrued Certificate
Interest
on such Class of Class B Certificates or Class M Certificates
will
be reduced by the interest portion (adjusted to the Net Mortgage
Rate) of Realized Losses that are allocated solely to such Class
of
Class B Certificates or Class M Certificates pursuant to Section
4.05.
Adjusted Mortgage Rate: With
respect to any Mortgage
Loan and any date of determination, the Mortgage Rate borne by
the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Advance: As to any Mortgage
Loan, any advance made by
the Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any
Person, any other Person
controlling, controlled by or under common control with such
first
Person. For the purposes of this definition, "control" means the
power to direct the management and policies of such Person,
directly
or indirectly, whether through the ownership of voting
securities,
by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and
Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future
Distribution: As to any
Distribution Date, the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination
Date
on account of (i) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of
such Distribution Date (other than such Liquidation Proceeds,
Insurance Proceeds and purchases of Mortgage Loans that the
Master
Servicer has deemed to have been received in the preceding month
in
accordance with Section 3.07(b)) and (ii) payments which
represent
early receipt of scheduled payments of principal and interest due
on
a date or dates subsequent to the related Due Date.
Appraised Value: As to any
Mortgaged Property, the
lesser of (i) the appraised value of such Mortgaged Property
based
upon the appraisal made at the time of the origination of the
related Mortgage Loan, and (ii) the sales price of the Mortgaged
Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage
Loan
as to which it is either the appraised value determined above or
the
appraised value determined in an appraisal at the time of
refinancing or modification, as the case may be.
Assignment: An assignment of
the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment Agreement: The
Assignment and Assumption
Agreement, dated as of May 30, 1995, between Residential Funding
and
the Company relating to the transfer and assignment of the
Mortgage
Loans.
Assignment of Proprietary
Lease: With respect to a
Cooperative Loan, the assignment of the related Cooperative Lease
from the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount:
As to any Distribution
Date, an amount equal to (a) the sum of (i) the amount relating
to
the Mortgage Loans on deposit in the Custodial Account as of the
close of business on the immediately preceding Determination Date
and amounts deposited in the Custodial Account in connection with
the substitution of Qualified Substitute Mortgage Loans, (ii) the
amount of any Advance made on the immediately preceding
Certificate
Account Deposit Date, (iii) any amount deposited in the Custodial
Account pursuant to Section 3.12(a), (iv) any amount deposited in
the Certificate Account pursuant to Section 2.01(f), (v) any
amount
deposited in the Certificate Account pursuant to Section 4.07 and
(vi) any amount deposited in the Certificate Account pursuant to
Section 3.16(e), reduced by (b) the sum as of the close of
business
on the immediately preceding Determination Date of (w) aggregate
Foreclosure Profits, (x) the Amount Held for Future Distribution,
and (y) amounts permitted to be withdrawn by the Master Servicer
from the Custodial Account in respect of the Mortgage Loans
pursuant
to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any
date of determination, an
amount equal to the excess, if any, of (A) $100,000.00 over (B)
the
aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section
4.05.
The Bankruptcy Amount may be
further reduced by the
Master Servicer (including accelerating the manner in which such
coverage is reduced) provided that prior to any such reduction,
the
Master Servicer shall (i) obtain written confirmation from each
Rating Agency that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such
Certificates as of the Closing Date by such Rating Agency and
(ii)
provide a copy of such written confirmation to the Trustee.
Bankruptcy Code: The
Bankruptcy Code of 1978, as
amended.
Bankruptcy Loss: With respect
to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however,
that neither a Deficient Valuation nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding
the related Mortgage Loan and either (A) the related Mortgage
Loan
is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of
such
Mortgage Loan are being advanced on a current basis by the Master
Servicer or a Subservicer, in either case without giving effect
to
any Debt Service Reduction.
Book-Entry Certificate: Any
Certificate registered in
the name of the Depository or its nominee.
Business Day: Any day other
than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the State
of
New York, the State of Michigan, the State of California or the
State of Illinois (and such other state or states in which the
Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to
be
closed.
Buydown Funds: Any amount
contributed by the seller of
a Mortgaged Property, the Company or other source in order to
enable
the Mortgagor to reduce the payments required to be made from the
Mortgagor's funds in the early years of a Mortgage Loan. Buydown
Funds are not part of the Trust Fund prior to deposit into the
Custodial or Certificate Account.
Buydown Mortgage Loan: Any
Mortgage Loan as to which a
specified amount of interest is paid out of related Buydown Funds
in
accordance with a related buydown agreement.
Cash Liquidation: As to any
defaulted Mortgage Loan
other than a Mortgage Loan as to which an REO Acquisition
occurred,
a determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or
cash
recoveries which the Master Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
Certificate: Any Class A
Certificate, Class M
Certificate, Class B Certificate or Class R Certificate.
Certificate Account: The
account or accounts created
and maintained pursuant to Section 4.01, which shall be entitled
"The First National Bank of Chicago, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1995-S8" and
which
must be an Eligible Account.
Certificate Account Deposit
Date: As to any
Distribution Date, the Business Day prior thereto.
Certificateholder or Holder:
The Person in whose name
a Certificate is registered in the Certificate Register, except
that
neither a Disqualified Organization nor a Non-United States
Person
shall be a Holder of a Class R Certificate for any purpose hereof
and, solely for the purpose of giving any consent or direction
pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof shall be
deemed
not to be outstanding and the Percentage Interest or Voting
Rights
evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate
Owners
as they may indirectly exercise such rights through the
Depository
and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to
recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With
respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as reflected on the books of an indirect
participating
brokerage firm for which a Depository Participant acts as agent,
if
any, and otherwise on the books of a Depository Participant, if
any,
and otherwise on the books of the Depository.
Certificate Principal Balance:
With respect to each
Class A Certificate (other than a Class A-5 Certificate or Class
A-6
Certificate) and Class R Certificate, on any date of
determination,
an amount equal to (i) the Initial Certificate Principal Balance
of
such Certificate as specified on the face thereof minus (ii) the
sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant
to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in
connection
with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section
4.05. With respect to each Class M Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate
Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all
amounts
previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate
Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance
deemed
to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor
Certificate) pursuant to Section 4.05; provided, that if the
Certificate Principal Balances of the Class B Certificates have
been
reduced to zero, the Certificate Principal Balance of each Class
M
Certificate of those Class M Certificates outstanding with the
highest numerical designation at any given time shall thereafter
be
calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class B
Certificate as specified on the face thereof, minus (ii) the sum
of
(x) the aggregate of all amounts previously distributed with
respect
to such Certificate (or any predecessor Certificate) and applied
to
reduce the Certificate Principal Balance thereof pursuant to
Section
4.02(a) and (y) the aggregate of all reductions in Certificate
Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such
Certificate
(or any predecessor Certificate) pursuant to Section 4.05;
provided,
that the Certificate Principal Balance of each Class B
Certificate
of those Class B Certificates outstanding with the highest
numerical
designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times the
excess,
if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of all other Classes of Certificates then outstanding.
The
Class A-5 Certificates and Class A-6 Certificates have no
Certificate Principal Balance.
Certificate Register and
Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section
5.02.
Class: Collectively, all of
the Certificates bearing
the same designation.
Class A Certificate: Any one
of the Class A-1, Class A-
2, Class A-3, Class A-4, Class A-5 or Class A-6 Certificates,
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A,
each such Certificate (other than the Class A-6 Certificates)
evidencing an interest designated as a "regular interest" in
REMIC
II for purposes of the REMIC Provisions. The Class A-6
Certificates
will represent the entire beneficial ownership interest in the
Uncertificated REMIC II Regular Interests.
Class B Certificate: Any one
of the Class B-1, Class B-
2, or Class B-3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form
annexed hereto as Exhibit C and evidencing an interest designated
as
a "regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class B Percentage: The Class
B-1 Percentage, Class B-2
Percentage and the Class B-3 Percentage.
Class B-1 Percentage: With
respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which
is the aggregate Certificate Principal Balance of the Class B-1
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such
Distribution Date.
Class B-1 Prepayment
Distribution Trigger: With respect
to any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-1 Certificates,
Class
B-2 Certificates and Class B-3 Certificates immediately prior to
such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or
equal
to 1.50%.
Class B-2 Percentage: With
respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which
is the aggregate Certificate Principal Balance of the Class B-2
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such
Distribution Date.
Class B-2 Prepayment
Distribution Trigger: With respect
to any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-2 Certificates and
Class B-3 Certificates immediately prior to such Distribution
Date
divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such
Distribution Date is greater than or equal to 0.90%.
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) immediately prior to such
Distribution Date.
Class B-3 Prepayment
Distribution Trigger: With respect
to any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the aggregate
Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date divided by the
aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.50%.
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
REMIC
II for purposes of the REMIC Provisions.
Class M Percentage: The Class
M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With
respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which
is the aggregate Certificate Principal Balance of the Class M-1
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such
Distribution Date.
Class M-2 Percentage: With
respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which
is the aggregate Certificate Principal Balance of the Class M-2
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such
Distribution Date.
Class M-2 Prepayment
Distribution Trigger: With respect
to any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-2 Certificates,
Class
M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates
and
Class B-3 Certificates immediately prior to such Distribution
Date
divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such
Distribution Date is greater than or equal to 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) immediately prior to
such
Distribution Date.
Class M-3 Prepayment
Distribution Trigger: With respect
to any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-3 Certificates,
Class
B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates
immediately prior to such Distribution Date divided by the
aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is
greater than or equal to 2.75%.
Class R Certificate: Any one
of the Class R-I
Certificates or Class R-II Certificates.
Class R-I Certificate: Any one
of the Class R-I
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any
one of the Class R-II
Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC II for purposes of the REMIC Provisions.
Closing Date: May 30, 1995.
Code: The Internal Revenue
Code of 1986.
Compensating Interest: With
respect to any Distribution
Date, an amount equal to Prepayment Interest Shortfalls resulting
from Principal Prepayments in Full during the related Prepayment
Period, but not more than the lesser of (a) one-twelfth of 0.125%
of
the Stated Principal Balance of the Mortgage Loans immediately
preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account
and the Certificate Account and payable to the Certificateholders
with respect to such Distribution Date and servicing compensation
to
which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi); provided that for purposes of this
definition
the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last
sentence
of such Section.
Cooperative: A private,
cooperative housing corporation
organized under the laws of, and headquartered in, the State of
New
York which owns or leases land and all or part of a building or
buildings located in the State of New York, including apartments,
spaces used for commercial purposes and common areas therein and
whose board of directors authorizes, among other things, the sale
of
Cooperative Stock.
Cooperative Apartment: A
dwelling unit in a multi-
dwelling building owned or leased by a Cooperative, which unit
the
Mortgagor has an exclusive right to occupy pursuant to the terms
of
a proprietary lease or occupancy agreement.
Cooperative Lease: With
respect to a Cooperative Loan,
the proprietary lease or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to
the
related Cooperative Stock, which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative Loans: Any of the
Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and
secured by (i) a Security Agreement, (ii) the related Cooperative
Stock Certificate, (iii) an assignment of the Cooperative Lease,
(iv) financing statements and (v) a stock power (or other similar
instrument), and ancillary thereto, a recognition agreement
between
the Cooperative and the originator of the Cooperative Loan, each
of
which was transferred and assigned to the Trustee pursuant to
Section 2.01 and are from time to time held as part of the Trust
Fund.
Cooperative Stock: With
respect to a Cooperative Loan,
the single outstanding class of stock, partnership interest or
other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate:
With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The
principal office of the
Trustee at which at any particular time its corporate trust
business
with respect to this Agreement shall be administered, which
office
at the date of the execution of this instrument is located at One
First National Plaza, Suite 0126, Chicago, Illinois 60670-0126,
Attention: Residential Funding Corporation Series 1995-S8.
Credit Support Depletion Date:
The first Distribution
Date on which the Senior Percentage equals 100%.
Curtailment: Any Principal
Prepayment made by a
Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The
custodial account or accounts
created and maintained pursuant to Section 3.07 in the name of a
depository institution, as custodian for the holders of the
Certificates, for the holders of certain other interests in
mortgage
loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall
be
deposited directly. Any such account or accounts shall be an
Eligible Account.
Custodial Agreement: An
agreement that may be entered
into among the Company, the Master Servicer, the Trustee and a
Custodian in substantially the form of Exhibit E hereto.
Custodian: A custodian
appointed pursuant to a
Custodial Agreement.
Cut-off Date: May 1, 1995.
Cut-off Date Principal Balance:
As to any Mortgage
Loan, the unpaid principal balance thereof at the Cut-off Date
after
giving effect to all installments of principal due on or prior
thereto, whether or not received.
Debt Service Reduction: With
respect to any Mortgage
Loan, a reduction in the scheduled Monthly Payment for such
Mortgage
Loan by a court of competent jurisdiction in a proceeding under
the
Bankruptcy Code, except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent
forgiveness
of principal.
Deficient Valuation: With
respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under the Mortgage Loan, or any reduction in the amount of
principal
to be paid in connection with any scheduled Monthly Payment that
constitutes a permanent forgiveness of principal, which valuation
or
reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any
definitive, fully
registered Certificate.
Deleted Mortgage Loan: A
Mortgage Loan replaced or to
be replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository
Trust Company, or any
successor Depository hereafter named. The nominee of the initial
Depository for purposes of registering those Certificates that
are
to be Book-Entry Certificates is Cede & Co. The Depository shall
at
all times be a "clearing corporation" as defined in Section
8-102(3)
of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of
Section
17A of the Securities Exchange Act of 1934, as amended.
Depository Participant: A
broker, dealer, bank or other
financial institution or other Person for whom from time to time
a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Destroyed Mortgage Note: A
Mortgage Note the original
of which was permanently lost or destroyed and has not been
replaced.
Determination Date: With
respect to any Distribution
Date, the 20th day (or if such 20th day is not a Business Day,
the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
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.
Duff & Phelps: Duff & Phelps
Credit Rating Co. or its
successor in interest.
Eligible Account: An account
that is any of the
following: (i) maintained with a depository institution the debt
obligations of which have been rated by each Rating Agency in its
highest rating available, or (ii) an account or accounts in a
depository institution in which such accounts are fully insured
to
the limits established by the FDIC, provided that any deposits
not
so insured shall, to the extent acceptable to each Rating Agency,
as
evidenced in writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Trustee and each Rating
Agency)
the registered Holders of Certificates have a claim with respect
to
the funds in such account or a perfected first security interest
against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of
any
other depositors or creditors of the depository institution with
which such account is maintained, or (iii) in the case of the
Custodial Account, either (A) a trust account or accounts
maintained
in the corporate trust department of The First National Bank of
Chicago or (B) an account or accounts maintained in the corporate
asset services department of The First National Bank of Chicago,
as
long as its short term debt obligations are rated P-1 (or the
equivalent) or better by each Rating Agency and its long term
debt
obligations are rated A2 (or the equivalent) or better, by each
Rating Agency, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust
division
of The First National Bank of Chicago, or (v) an account or
accounts
of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such
account as the Custodial Account or the Certificate Account will
not
reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by
such
Rating Agency).
Event of Default: As defined
in Section 7.01.
Excess Bankruptcy Loss: Any
Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud
Loss, or portion thereof,
which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss:
Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Subordinate Principal
Amount: With respect to
any Distribution Date on which the Certificate Principal Balance
of
the most subordinate class or classes of Certificates (as
established in Section 4.05 hereof) then outstanding is to be
reduced to zero and on which Realized Losses are to be allocated
to
such class or classes, the amount, if any, by which (i) the
aggregate amount that would otherwise be distributable in respect
of
principal on such class or classes of Certificates on such
Distribution Date is greater than (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of
Certificates immediately prior to such Distribution Date over the
aggregate amount of Realized Losses to be allocated to such class
or
classes of Certificates on such Distribution Date.
Extraordinary Events: Any of
the following conditions
with respect to a Mortgaged Property or Mortgage Loan causing or
resulting in a loss which causes the liquidation of such Mortgage
Loan:
(a) losses that are of a
type that would be covered by
the fidelity bond and the errors
and omissions insurance policy
required to be maintained
pursuant to Section 3.12
(b)but are in excess of the
coverage
maintained thereunder;
(b) nuclear reaction or
nuclear radiation or
radioactive contamination, all
whether controlled or
uncontrolled, and whether such
loss be direct or indirect,
proximate or remote or be in whole
or in part caused by,
contributed to or aggravated by a
peril covered by the
definition of the term "Special
Hazard Loss";
(c) hostile or warlike
action in time of peace or war,
including action in hindering,
combatting or defending
against an actual, impending or
expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any
authority maintaining or using
military, naval or air forces;or
2. by military, naval or air forces; or
3. by an agent of any such government,
power, authority or forces;
(d) any weapon of war
employing atomic fission or
radioactive force whether in time
of peace or war; or
(e) insurrection,
rebellion, revolution, civil war,
usurped power or action taken by
governmental authority in
hindering, combatting or defending
against such an
occurrence, seizure or destruction
under quarantine or
customs regulations, confiscation
by order of any government
or public authority; or risks of
contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a
Mortgage Loan caused by or
resulting from an
Extraordinary Event.
FDIC: Federal Deposit
Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan
Mortgage Corporation, a
corporate instrumentality of the United
States created and existing
under Title III of the Emergency Home
Finance Act of 1970, as
amended, or any successor thereto.
Final Distribution Date: The
Distribution Date on which
the final distribution in respect of the Certificates will be
made
pursuant to Section 9.01 which Final Distribution Date shall in
no
event be later than the end of the 90-day liquidation period
described in Section 9.02.
Fitch: Fitch Investors
Service, Inc. or its successor
in interest.
FNMA: Federal National
Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Foreclosure Profits: As to any
Distribution Date or
related Determination Date and any Mortgage Loan, the excess, if
any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds
(net of all amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in the
related
Prepayment Period over the sum of the unpaid principal balance of
such Mortgage Loan or REO Property (determined, in the case of an
REO Disposition, in accordance with Section 3.14) plus accrued
and
unpaid interest at the Mortgage Rate on such unpaid principal
balance from the Due Date to which interest was last paid by the
Mortgagor to the first day of the month following the month in
which
such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any
date of determination
after the Cut-off Date, an amount equal to: (X) prior to the
first
anniversary of the Cut-off Date an amount equal to 2.0% of the
aggregate outstanding principal balance of all of the Mortgage
Loans
as of the Cut-off Date minus the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates
in
accordance with Section 4.05 since the Cut-off Date up to such
date
of determination and (Y) from the first to the fifth anniversary
of
the Cut-off Date, an amount equal to (1) the lesser of (a) the
Fraud
Loss Amount as of the most recent anniversary of the Cut-off Date
and (b) 1.0% of the aggregate outstanding principal balance of
all
of the Mortgage Loans as of the most recent anniversary of the
Cut-
off Date minus (2) the Fraud Losses allocated solely to one or
more
specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such
date of determination. On and after the fifth anniversary of the
Cut-off Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be
further reduced by the
Master Servicer (including accelerating the manner in which such
coverage is reduced) provided that prior to any such reduction,
the
Master Servicer shall (i) obtain written confirmation from each
Rating Agency that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such
Certificates as of the Closing Date by such Rating Agency and
(ii)
provide a copy of such written confirmation to the Trustee.
Fraud Losses: Losses on
Mortgage Loans as to which
there was fraud in the origination of such Mortgage Loan.
Independent: When used with
respect to any specified
Person, means such a Person who (i) is in fact independent of the
Company, the Master Servicer and the Trustee, or any Affiliate
thereof, (ii) does not have any direct financial interest or any
material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is
not
connected with the Company, the Master Servicer or the Trustee as
an
officer, employee, promoter, underwriter, trustee, partner,
director
or person performing similar functions.
Initial Certificate Principal
Balance: With respect to
each Class of Certificates, the Certificate Principal Balance of
such Class of Certificates as of the Cut-off Date as set forth in
the Preliminary Statement hereto.
Initial Monthly Payment
Deposit: As defined in Section
2.01(f).
Insurance Proceeds: Proceeds
paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy or any
other
related insurance policy covering a Mortgage Loan, to the extent
such proceeds are payable to the mortgagee under the Mortgage,
any
Subservicer, the Master Servicer or the Trustee and are not
applied
to the restoration of the related Mortgaged Property or released
to
the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its
own
account.
Insurer: Any named insurer
under any Primary Insurance
Policy or any successor thereto or the named insurer in any
replacement policy.
Late Collections: With respect
to any Mortgage Loan,
all amounts received during any Due Period, whether as late
payments
of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds
or otherwise, which represent late payments or collections of
Monthly Payments due but delinquent for a previous Due Period and
not previously recovered.
Liquidation Proceeds: Amounts
(other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking of an entire Mortgaged Property by exercise of the power
of
eminent domain or condemnation or in connection with the
liquidation
of a defaulted Mortgage Loan through trustee's sale, foreclosure
sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any
date, the fraction,
expressed as a percentage, the numerator of which is the current
principal balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of
the related Mortgaged Property.
Maturity Date: 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
(other than the Class A-6 Certificates) 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 May 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 Distribution Date related to 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 ("RFC
NET RATE");
(vii) the Pool Strip Rate("STRIP");
(viii) the initial scheduled
monthly payment of
principal, if any, and
interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal
Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at
origination ("LTV");
(xi) the rate at which the
Subservicing Fee accrues
("SUBSERV FEE");
(xii) a code "T," "BT" or "CT"
under the column "LN
FEATURE," indicating that
the Mortgage Loan is
secured by a second or
vacation residence;
(xiii) a code "N" under the column
"OCCP CODE,"
indicating that the Mortgage
Loan is secured by a
non-owner occupied
residence; and
(xiv) the rate at which the
Servicing Fee accrues
("MSTR SERV FEE").
Such schedule may consist of multiple reports that collectively
set
forth all of the information requested.
Mortgage Loans: Such of the
mortgage loans transferred
and assigned to the Trustee pursuant to Section 2.01 as from time
to
time are held or deemed to be held as a part of the Trust Fund,
the
Mortgage Loans originally so held being identified in the initial
Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans
held
or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the
related
Mortgage Note, Security Agreement, Assignment of Proprietary
Lease,
Cooperative Stock Certificate, Cooperative Lease and Mortgage
File
and all rights appertaining thereto, and (ii) with respect to
each
Mortgage Loan other than a Cooperative Loan, each related
Mortgage
Note, Mortgage and Mortgage File and all rights appertaining
thereto.
Mortgage Note: The originally
executed note or other
evidence of indebtedness evidencing the indebtedness of a
Mortgagor
under a Mortgage Loan, together with any modification thereto.
Mortgage Rate: As to any
Mortgage Loan, the interest
rate borne by the related Mortgage Note, or any modification
thereto.
Mortgaged Property: The
underlying real property
securing a Mortgage Loan.
Mortgagor: The obligor on a
Mortgage Note.
Net Mortgage Rate: As to each
Mortgage Loan, a per
annum rate of interest equal to the Adjusted Mortgage Rate less
the
per annum rate at which the Servicing Fee is calculated.
Non-Primary Residence Loans:
The Mortgage Loans
designated as secured by second or vacation residences, or by
non-
owner occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any
Person other than a United States
Person.
Nonrecoverable Advance: Any
Advance previously made or
proposed to be made by the Master Servicer in respect of a
Mortgage
Loan (other than a Deleted Mortgage Loan) which, in the good
faith
judgment of the Master Servicer, will not, or, in the case of a
proposed Advance, would not, be ultimately recoverable by the
Master
Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the
Master Servicer pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan:
Any Mortgage Loan that,
at the time of reference thereto, is not subject to a
Subservicing
Agreement.
Notional Amount: As of any
Distribution Date, with
respect to the Class A-5 Certificates, an amount equal to the
aggregate Certificate Principal Balance of the Class A-1
Certificates. As of any Distribution Date, with respect to the
Class A-6 Certificates, an amount equal to the aggregate
Certificate
Principal Balance of all Classes of Certificates immediately
prior
to such date.
Officers' Certificate: A
certificate signed by the
Chairman of the Board, the President or a Vice President or
Assistant Vice President, and by the Treasurer, the Director, the
Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Company or the Master Servicer, as the case
may
be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written
opinion of counsel
acceptable to the Trustee and the Master Servicer, who may be
counsel for the Company or the Master Servicer, provided that any
opinion of counsel (i) referred to in the definition of
"Disqualified Organization" or (ii) relating to the qualification
of
the Trust Fund as a REMIC or compliance with the REMIC Provisions
must, unless otherwise specified, be an opinion of Independent
counsel.
Original Senior Percentage:
93.25%, which is the
fraction, expressed as a percentage, the numerator of which is
the
aggregate Initial Certificate Principal Balance of the Class A
Certificates and Class R Certificates and the denominator of
which
is the aggregate Stated Principal Balance of the Mortgage Loans.
Outstanding Mortgage Loan: As
to any Due Date, a
Mortgage Loan (including an REO Property) which was not the
subject
of a Principal Prepayment in Full, Cash Liquidation or REO
Disposition and which was not purchased, deleted or substituted
for
prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any
Certificate, any
ownership or security interest in such Certificate, including any
interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or
beneficial,
as owner or as pledgee.
Pass-Through Rate: With
respect to the Class A
Certificates (other than the Class A-6 Certificates), Class M
Certificates, Class B Certificates and Class R Certificates and
any
Distribution Date, the per annum rate set forth in the
Preliminary
Statement hereto. With respect to the Class A-6 Certificates and
any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all
Mortgage
Loans in the Trust Fund as of the Due Date in the month
immediately
preceding the month in which such Distribution Date occurs,
weighted
on the basis of the respective Stated Principal Balances of such
Mortgage Loans, which Stated Principal Balances shall be the
Stated
Principal Balances of such Mortgage Loans, at the close of
business
on the immediately preceding Distribution Date after giving
effect
to the distributions thereon allocable to principal (or, in the
case
of the initial Distribution Date, at the close of business on the
Cut-off Date). With respect to the Class A-6 Certificates and the
initial Distribution Date, the Pass-Through Rate is equal to
0.8939%
per annum.
Paying Agent: The First
National Bank of Chicago or any
successor Paying Agent appointed by the Trustee.
Percentage Interest: With
respect to any Certificate
(other than a Class A-5, Class A-6 or Class R Certificate), the
undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership
interest
shall be equal to the Initial Certificate Principal Balance
thereof
divided by the aggregate Initial Certificate Principal Balance of
all of the Certificates of the same Class. With respect to a
Class
A-5, Class A-6 or Class R Certificate, the interest in
distributions
to be made with respect to such Class evidenced thereby,
expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or
more of the following:
(i) obligations of or guaranteed as to principal
and interest by the United States or any
agency or instrumentality thereof when such
obligations are backed by
the full faith and credit of the
United States;
(ii) repurchase agreements on
obligations specified in
clause (i) maturing not more than one
month from the date of
acquisition thereof, provided that the
unsecured obligations
of the party agreeing to repurchase
such obligations are at
the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds, certificates
of deposit, demand
deposits, time deposits and bankers'
acceptances (which
shall each have an original maturity
of not more than 90
days and, in the case of bankers'
acceptances, shall in no
event have an original maturity of
more than 365 days or a
remaining maturity of more than 30
days) denominated in
United States dollars of any U.S.
depository institution or
trust company incorporated under the
laws of the United
States or any state thereof or of any
domestic branch of a
foreign depository institution or
trust company; provided
that the debt obligations of such
depository institution or
trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of
the principal depository institution
in a depository institution holding
company, debt obligations of the depository
institution holding company)
at the date of acquisition thereof
have been rated by each
Rating Agency in its highest
short-term rating available;
and provided further that, if the only
Rating Agency is
Standard & Poor's and if the
depository or trust company is
a principal subsidiary of a bank
holding company and the
debt obligations of such subsidiary
are not separately
rated, the applicable rating shall be
that of the bank
holding company; and, provided further
that, if the original
maturity of such short-term
obligations of a domestic branch
of a foreign depository institution or
trust company shall
exceed 30 days, the short-term rating
of such institution
shall be A-1+ in the case of Standard
& Poor's if Standard
& Poor's is the Rating Agency;
(iv) commercial paper (having
original maturities of
not more than 365 days) of any
corporation incorporated
under the laws of the United States or
any state thereof
which on the date of acquisition has
been rated by each
Rating Agency in its highest
short-term rating available;
provided that such commercial paper
shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a
qualified investment fund
rated by each Rating Agency in its
highest long-term rating
available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a
Permitted Investment
hereunder and will not reduce the
rating assigned to any
Class of Certificates by such Rating
Agency below the lower
of the then-current rating or the
rating assigned to such
Certificates as of the Closing Date by
such Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted
Investment if it represents, either (1) the right to receive only
interest payments with respect to the underlying debt instrument
or
(2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument
provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References
herein
to the highest rating available on unsecured long-term debt shall
mean AAA in the case of Standard & Poor's and Fitch and Aaa in
the
case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt
obligations shall mean the following: A-1 in the
case of Standard& Poor's, P-1 in the case of Moody's, either
A-1 by Standard & Poor's,
P-1 by Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any
Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual,
corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
Pool Stated Principal Balance:
As to any date of
determination, the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding Mortgage Loan on the
Due
Date in the month preceding the month of such date of
determination.
Pool Strip Rate: With respect
to each Mortgage Loan,
the rate per annum designated on the Mortgage Loan Schedule as
the
"STRIP" for such Mortgage Loan. For purposes of the definition
of
Qualified Substitute Mortgage Loan, Pool Strip Rate is the excess
of
the Net Mortgage Rate over 8.00% per annum (but not less than
0.00%
per annum).
Prepayment Assumption: A
prepayment assumption of 265%
of the standard prepayment assumption, used for determining the
accrual of original issue discount and market discount and
premium
on the Certificates for federal income tax purposes. The
standard
prepayment assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then outstanding
principal
balance of such mortgage loans in the first month of the life of
the
mortgage loans, increasing by an additional 0.2% per annum in
each
succeeding month until the thirtieth month, and a constant 6% per
annum rate of prepayment thereafter for the life of the mortgage
loans.
Prepayment Distribution
Percentage: With respect to any
Distribution Date and each Class of Class M Certificates and
Class
B Certificates, under the applicable circumstances set forth
below,
the respective percentages set forth below:
(i) For any Distribution
Date on which the
Class M-1 Certificates
are outstanding and
prior to the later to
occur of (x) the
Distribution Date in
June 2002 and (y) the
Distribution Date on
which the sum of the
Class M-2, Class M-3,
Class B-1, Class B-2
and Class B-3
Percentages (before taking
into account such
month's distribution)
equals or exceeds
8.00%:
(a) in the case
of the Class M-1
Certificates, 100%; and
(b) in the case
of each other Class
of Class M
Certificates and
each Class of
Class B
Certificates,
0%.
(ii) For any
Distribution Date
not described in
clause (i) above:
(a) in the case
of the Class of
Class M
Certificates then
outstanding
with the lowest
numerical
designation, or in
the event the
Class M
Certificates
are no longer
outstanding,
the Class of Class B
Certificates then outstanding
with the lowest numerical
designation and each other
Class of Class M Certificates
and Class B Certificates for
which the related Prepayment
Distribution Trigger has been
satisfied, a fraction,
expressed as a percentage, the
numerator of which is the
Certificate Principal Balance
of such Class immediately prior
to such date and the
denominator of which is the sum
of the Certificate Principal
Balances immediately prior to
such date of (1) the Class of
Class M Certificates then
outstanding with the lowest
numerical designation, or in
the event the Class M
Certificates are no longer
outstanding, the Class of Class B
Certificates then outstanding
with the lowest numerical
designation and (2) all other
Classes of Class M Certificates
and Class B Certificates for
which the respective Prepayment
Distribution Triggers have been
satisfied; and (b) in the case
of each other Class
of Class M Certificates and
Class B Certificates for which
the Prepayment Distribution
Triggers have not been
satisfied, 0%.
(iii) Notwithstanding
the foregoing, if the
application of the foregoing
percentages on any Distribution
Date as provided in
Section 4.02 (determined without
regard to the proviso to the
definition of "Subordinate
Principal Distribution
Amount") would result in a
distribution in respect of
principal of any Class or
Classes of Class M
Certificates and Class B
Certificates in an
amount greater than the
remaining Certificate Principal
Balance thereof (any such
class, a "Maturing
Class"), then: (a)
the Prepayment Distribution
Percentage of each Maturing
Class shall be
reduced to a level that,
when applied as
described above, would
exactly reduce the
Certificate Principal
Balance of such
Class to zero; (b) the
Prepayment
Distribution Percentage of each
other Class of
Class M Certificates and
Class B
Certificates (any such Class, a
"Non-Maturing
Class") shall be recalculated
in accordance with
the provisions in
paragraph (ii)
above, as if the Certificate
Principal Balance
of each Maturing Class
had been reduced
to zero (such percentage
as recalculated,
the "Recalculated
Percentage"); (c)
the total amount of the
reductions in the
Prepayment Distribution
Percentages of the
Maturing Class or
Classes pursuant
to clause (a) of this
sentence,
expressed as an aggregate
percentage, shall
be allocated among the
Non-Maturing
Classes in proportion to their
respective
Recalculated Percentages (the
portion of such
aggregate reduction so
allocated to any
Non-Maturing Class, the
"Adjustment
Percentage"); and (d) for
purposes of such
Distribution Date, the
Prepayment
Distribution Percentage of each
Non-Maturing Class
shall be equal to the
sum of (1) the
Prepayment Distribution
Percentage
thereof, calculated in
accordance with
the provisions in paragraph
(ii) above as if
the Certificate Principal
Balance of each
Maturing Class had not been
reduced to zero,
plus (2) the related
Adjustment
Percentage.
Prepayment Distribution
Trigger: The Class M-2
Prepayment Distribution Trigger, Class M-3 Prepayment
Distribution
Trigger, Class B-1 Prepayment Distribution Trigger, Class B-2
Prepayment Distribution Trigger or Class B-3 Prepayment
Distribution
Trigger.
Prepayment Interest Shortfall:
As to any Distribution
Date and any Mortgage Loan (other than a Mortgage Loan relating
to
an REO Property) that was the subject of (a) a Principal
Prepayment
in Full during the related Prepayment Period, an amount equal to
the
excess of one month's interest at the Net Mortgage Rate on the
Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate) paid by the
Mortgagor
for such Prepayment Period to the date of such Principal
Prepayment
in Full or (b) a Curtailment during the prior calendar month, an
amount equal to one month's interest at the Net Mortgage Rate on
the
amount of such Curtailment.
Prepayment Period: As to any
Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each
primary policy of
mortgage guaranty insurance or any replacement policy therefor
referred to in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any
payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the
form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied
by an amount as to interest representing scheduled interest on
such
payment due on any date or dates in any month or months
subsequent
to the month of prepayment.
Principal Prepayment in Full:
Any Principal Prepayment
made by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Program Guide: Collectively,
the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase
and
conduit servicing program and all supplements and amendments
thereto
published by Residential Funding from time to time.
Purchase Price: With respect
to any Mortgage Loan (or
REO Property) required to be purchased on any date pursuant to
Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of
(i)
100% of the Stated Principal Balance thereof plus the principal
portion of any related unreimbursed Advances and (ii) unpaid
accrued
interest at the Adjusted Mortgage Rate (or at the Net Mortgage
Rate
in the case of a purchase made by the Master Servicer) on the
Stated
Principal Balance thereof to the first day of the month following
the month of purchase from the Due Date to which interest was
last
paid by the Mortgagor.
Qualified Substitute Mortgage
Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
(i)
have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding
principal balance, after such deduction), not in excess of the
Stated Principal Balance of the Deleted Mortgage Loan (the amount
of
any shortfall to be deposited by Residential Funding, in the
Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more
than 1% per annum higher than the Mortgage Rate and Net Mortgage
Rate, respectively, of the Deleted Mortgage Loan as of the date
of
substitution; (iii) have a Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted Mortgage Loan at
the
time of substitution; (iv) have a remaining term to stated
maturity
not greater than (and not more than one year less than) that of
the
Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections 2.03 and 2.04 hereof and Section 4
of
the Assignment Agreement; and (vi) have a Pool Strip Rate equal
to
or greater than that of the Deleted Mortgage Loan.
Notwithstanding
any other provisions herein, in the event that the "Pool Strip
Rate"
of any Qualified Substitute Mortgage Loan as calculated pursuant
to
the definition of "Pool Strip Rate" is greater than the Pool
Strip
Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate
of
such Qualified Substitute Mortgage Loan shall be equal to the
Pool
Strip Rate of the related Deleted Mortgage Loan for purposes of
calculating the Pass-Through Rate on the Class A-6 Certificates
and
(ii) the excess of the Pool Strip Rate on such Qualified
Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool
Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage
Loan shall be payable to the Class R-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,
Standard & Poor's with respect to the Class M-1 and Class B-2
Certificates and Fitch with respect to the Class M-2, Class M-3
and
Class B-1 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,
but not including
the Initial Monthly Payment
Deposit.
(iii) property which secured a
Mortgage Loan and which
has been acquired for the
benefit of thec ertificateholders 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 M-1, Class
M-
2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates pursuant to Section 2.06, with respect to which a
separate REMIC election is to be made.
REMIC II Certificates: Any of
the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates.
REMIC Provisions: Provisions
of the federal income tax
law relating to real estate mortgage investment conduits, which
appear at Sections 860A through 860G of Subchapter M of Chapter 1
of
the Code, and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with such
temporary
or final regulations, proposed regulations) and published
rulings,
notices and announcements promulgated thereunder, as the
foregoing
may be in effect from time to time.
REO Acquisition: The
acquisition by the Master Servicer
on behalf of the Trustee for the benefit of the
Certificateholders
of any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO
Property, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other
payments and recoveries (including proceeds of a final sale)
which
the Master Servicer expects to be finally recoverable from the
sale
or other disposition of the REO Property.
REO Imputed Interest: As to
any REO Property, for any
period, an amount equivalent to interest (at the Net Mortgage
Rate
that would have been applicable to the related Mortgage Loan had
it
been outstanding) on the unpaid principal balance of the Mortgage
Loan as of the date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of
expenses, received in
respect of any REO Property (including, without limitation,
proceeds
from the rental of the related Mortgaged Property) which proceeds
are required to be deposited into the Custodial Account only upon
the related REO Disposition.
REO Property: A Mortgaged
Property acquired by the
Master Servicer through foreclosure or deed in lieu of
foreclosure
in connection with a defaulted Mortgage Loan.
Request for Release: A request
for release, the forms
of which are attached as Exhibit H hereto.
Required Insurance Policy:
With respect to any Mortgage
Loan, any insurance policy which is required to be maintained
from
time to time under this Agreement, the Program Guide or the
related
Subservicing Agreement in respect of such Mortgage Loan.
Residential Funding:
Residential Funding Corporation,
a Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used
with respect to the
Trustee, any officer of the Corporate Trust Department of the
Trustee, including any Senior Vice President, any Vice President,
any Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to those
performed
by any of the above designated officers to whom, with respect to
a
particular matter, such matter is referred.
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
June 1995 through May 2000 100%
June 2000 through May 2001 Senior Percentage, plus 70% of the
difference
between 100% and the Senior
Percentage
June 2001 through May 2002 Senior Percentage, plus 60% of the
difference
between 100% and the Senior
Percentage
June 2002 through May 2003 Senior Percentage, plus 40% of the
difference
between 100% and the Senior
Percentage
June 2003 through July 2004 Senior Percentage, plus 20% of the
difference
between 100% and the Senior
Percentage
June 2004 and thereafter Senior Percentage;
provided, however, (i) that any scheduled reduction to the Senior
Accelerated Distribution Percentage described above shall not
occur
as of any Distribution Date unless either (a)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of the
aggregate
outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not exceed 2% and (2) Realized Losses
on
the Mortgage Loans to date for such Distribution Date if
occurring
during the sixth, seventh, eighth, ninth or tenth year (or any
year
thereafter) after the Closing Date are less than 30%, 35%, 40%,
45%
and 50%, respectively, of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B
Certificates or (b)(1) the outstanding principal balance of the
Mortgage Loans delinquent 60 days or more averaged over the last
six
months, as a percentage of the aggregate outstanding principal
balance of all Mortgage Loans averaged over the last six months,
does not exceed 4% and (2) Realized Losses on the Mortgage Loans
to
date for such Distribution Date are less than 10% of the sum of
the
Initial Certificate Principal Balances of the Class M
Certificates
and Class B Certificates and (ii) that for any Distribution Date
on
which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for
such
Distribution Date shall be 100%. Notwithstanding the foregoing,
upon the reduction of the aggregate Certificate Principal Balance
of
the Class A Certificates 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 and Class R Certificates immediately
prior
to such Distribution Date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or
related REO Properties) immediately prior to such Distribution
Date.
Senior Principal Distribution
Amount: As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount remaining after the distribution of all
amounts
required to be distributed pursuant to Section 4.02(a)(i) and (b)
the sum of the amounts required to be distributed to the Class A
Certificateholders and Class R Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii), (xvi) and
(xvii).
Servicing Accounts: The
account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All
customary, reasonable and
necessary "out of pocket" costs and expenses incurred in
connection
with a default, delinquency or other unanticipated event by the
Master Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures,
(iii)
the management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.08,
3.12(a)
and 3.14.
Servicing Fee: With respect to
any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master Servicer
in
respect of master servicing compensation that accrues at an
annual
rate designated on the Mortgage Loan Schedule as the "MSTR SERV
FEE"
for such Mortgage Loan, as may be adjusted with respect to
successor
Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer
of the Master Servicer
involved in, or responsible for, the administration and servicing
of
the Mortgage Loans whose name and specimen signature appear on a
list of servicing officers furnished to the Trustee by the Master
Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of
any Distribution Date, an
amount equal to $2,000,000.00 minus the sum of (i) the aggregate
amount of Special Hazard Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05
and
(ii) the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cut-off Date, the
Adjustment Amount shall be calculated and shall be equal to the
amount, if any, by which the amount calculated in accordance with
the preceding sentence (without giving effect to the deduction of
the Adjustment Amount for such anniversary) exceeds the greater
of
(A) the greater of (i) the product of 0.50% multiplied by the
outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary times a
fraction, the numerator of which is equal to the aggregate
outstanding principal balance (as of the immediately preceding
Distribution Date) of all of the Mortgage Loans secured by
Mortgaged
Properties located in the State of California divided by the
aggregate outstanding principal balance (as immediately preceding
Distribution Date) of all the Mortgage Loans, expressed as a
percentage, and the denominator of which is equal to 31.5% (which
percentage is equal to the percentage of Mortgage Loans initially
secured by Mortgaged Properties located in the State of
California)
and (ii) the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of the largest Mortgage
Loan secured by a Mortgaged Property located in the State of
California, and (B) the lesser of (i) the product of the Special
Hazard Percentage for such anniversary and the outstanding
principal
balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (ii) twice the
outstanding
principal balance of the Mortgage Loan in the Trust Fund which
has
the largest outstanding principal balance on the Distribution
Date
immediately preceding such anniversary and (iii) an amount
calculated by the Master Servicer and approved by each Rating
Agency, which amount shall not be less than $500,000.
The Special Hazard Amount may
be further reduced by the
Master Servicer (including accelerating the manner in which
coverage
is reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned
to
any Class of Certificates by such Rating Agency below the lower
of
the then-current rating or the rating assigned to such
Certificates
as of the Closing Date by such Rating Agency and (ii) provide a
copy
of such written confirmation to the Trustee.
Special Hazard Loss: Any
Realized Loss not in excess of
the cost of the lesser of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property on account of direct
physical loss, exclusive of (i) any loss of a type covered by a
hazard policy or a flood insurance policy required to be
maintained
in respect of such Mortgaged Property pursuant to Section
3.12(a),
except to the extent of the portion of such loss not covered as a
result of any coinsurance provision and (ii) any Extraordinary
Loss.
Special Hazard Percentage: As
of each anniversary of
the Cut-off Date, the greater of (i) 1.00% and (ii) the largest
percentage obtained by dividing the aggregate outstanding
principal
balance (as of the immediately preceding Distribution Date) of
the
Mortgage Loans secured by Mortgaged Properties located in a
single,
five-digit zip code area in the State of California by the
outstanding principal balance of all of the Mortgage Loans as of
the
immediately preceding Distribution Date.
Standard & Poor's: Standard &
Poor's Ratings Group, a
division of McGraw-Hill, Inc., or its successor in interest.
Stated Principal Balance: With
respect to any Mortgage
Loan or related REO Property, at any given time, (i) the Cut-off
Date Principal Balance of the Mortgage Loan, minus (ii) the sum
of
(a) the principal portion of the Monthly Payments due with
respect
to such Mortgage Loan or REO Property during each Due Period
ending
prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property,
and
all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to
the extent applied by the Master Servicer as recoveries of
principal
in accordance with Section 3.14 with respect to such Mortgage
Loan
or REO Property, in each case which were distributed pursuant to
Section 4.02 on any previous Distribution Date, and (c) any
Realized
Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subordinate Principal
Distribution Amount: With respect
to any Distribution Date and each Class of Class M Certificates
and
Class B Certificates, the (a) sum of (i) the product of (x) the
related Class M Percentage or Class B Percentage for such Class
and
(y) the aggregate of the amounts calculated for such Distribution
Date under clauses (1), (2) and (3) of Section 4.02(a)(ii)(A);
(ii)
such Class's pro rata share, based on the Certificate Principal
Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections
described in Section 4.02(a)(ii)(B)(b) to the extent such
collections are not otherwise distributed to the Class A
Certificates and Class R Certificates; (iii) the product of (x)
the
related Prepayment Distribution Percentage, (y) 100% minus the
Senior Accelerated Distribution Percentage and (z) the aggregate
of
all Principal Prepayments in Full and Curtailments received in
the
related Prepayment Period; (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, and Primary Insurance Policy
premiums payable by such Subservicer or the Master Servicer, as
the
case may be, which fee accrues at an annual rate equal to the
excess
of the Mortgage Rate borne by the related Mortgage Note over the
rate per annum designated on the Mortgage Loan Schedule as the
"CURR
NET" for such Mortgage Loan.
Tax Returns: The federal
income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income Tax Return, including Schedule Q thereto,
Quarterly
Notice to Residual Interest Holders of REMIC Taxable Income or
Net
Loss Allocation, or any successor forms, to be filed on behalf of
REMIC I and REMIC II due to their classification as REMICs under
the
REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or
any
other governmental taxing authority under any applicable
provisions
of federal, state or local tax laws.
Transfer: Any direct or
indirect transfer, sale,
pledge, hypothecation or other form of assignment of any
Ownership
Interest in a Certificate.
Transferee: Any Person who is
acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is
disposing by Transfer of
any Ownership Interest in a Certificate.
Trust Fund: REMIC I and REMIC
II.
Uncertificated Accrued
Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I Regular
Interest
X, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition
thereof
on the Class A-1 Certificates and Class A-5 Certificates, if the
Pass-Through Rates on such Classes were equal to the
Uncertificated
Pass-Through Rate on Uncertificated REMIC I Regular Interest X,
(ii)
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-2,
Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates, if the Pass-
Through Rates on such Classes were equal to the Uncertificated
Pass-
Through Rate on Uncertificated REMIC I Regular Interest Y and
(iii)
as to each Uncertificated REMIC I Regular Interest Z, an amount
equal to one month's interest accrued during the related Interest
Accrual Period 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-6 Certificateholders
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 X and Y, 8.00%
and
8.00%, 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 $42,847,629.00 with respect to
Uncertificated REMIC I Regular Interest X, an amount equal to
$59,308,642.55 with respect to Uncertificated REMIC I Regular
Interest Y and an amount equal to $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 X: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to the Stated Principal
Balance of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-1 Certificates and
the
denominator of which is the aggregate Certificate Principal
Balance
of all of the Certificates, and which bears interest at a rate
equal
to 8.00% per annum.
Uncertificated REMIC I Regular
Interest Y: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to the Stated Principal
Balance of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-2, Class A-3, Class
A-
4, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3
and Class R-II Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates,
and which bears interest at a rate equal to 8.00% per annum.
Uncertificated REMIC I Regular
Interests Z: The 379
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 related 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 X, Uncertificated REMIC I Regular
Interest
Y and Uncertificated REMIC I Regular Interests Z.
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 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 379
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 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).
Underwriter: Donaldson, Lufkin
& Jenrette Securities
Corporation.
Uninsured Cause: Any cause of
damage to property
subject to a Mortgage such that the complete restoration of such
property is not fully reimbursable by the hazard insurance
policies.
United States Person: A
citizen or resident of the
United States, a corporation, partnership or other entity created
or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income
for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the
United
States. The term "United States" shall have the meaning set
forth
in Section 7701 of the Code or successor provisions.
Voting Rights: The portion of
the voting rights of all
of the Certificates which is allocated to any Certificate. 96%
of
all of the Voting Rights shall be allocated among Holders of the
Certificates, respectively, other than the Class A-5, Class A-6
and
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-5, Class A-6, Class
R-I
and Class R-II Certificates shall be entitled to 1%, 1%, 1% and
1%
of all of the Voting Rights, respectively, allocated among the
Certificates of each such Class in accordance with their
respective
Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company,
concurrently with the execution and
delivery hereof, does hereby assign to the Trustee without
recourse
all the right, title and interest of the Company in and to the
Mortgage Loans, including all interest and principal received on
or
with respect to the Mortgage Loans after the Cut-off Date (other
than payments of principal and interest due on the Mortgage Loans
on
or before the Cut-off Date), except for scheduled payments due on
June 1, 1995, with respect to which the Master Servicer made a
deposit pursuant to Section 2.01(f).
(b) In connection with such
assignment, except as set
forth in Section 2.01(c) below, the Company does hereby deliver
to,
and deposit with, the Trustee, or to and with one or more
Custodians, as the duly appointed agent or agents of the Trustee
for
such purpose, the following documents or instruments (or copies
thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee
and showing an unbroken
chain of endorsements from the
originator thereof to the
Person endorsing it to the Trustee, or
with respect to any
Destroyed Mortgage Note, an original
lost note affidavit
from the related Seller or Residential
Funding stating that
the original Mortgage Note was lost,
misplaced or destroyed,
together with a copy of the related
Mortgage Note;
(ii) The original Mortgage with evidence of
recording indicated thereon or a copy of the
Mortgage certified by the
public recording office in which such
Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording
indicated thereon or a
copy of such assignment certified by
the public recording
office in which such assignment has
been recorded;
(iv) The original recorded
assignment or assignments of
the Mortgage showing an unbroken chain
of title from the
originator thereof to the Person
assigning it to the Trustee
or a copy of such assignment or
assignments of the Mortgage
certified by the public recording
office in which such
assignment or assignments have been
recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement,
if any, relating to
such Mortgage Loan or a copy of each
modification,
assumption agreement or preferred loan
agreement certified
by the public recording office in
which such document has
been recorded.
and (II) with respect to each
Cooperative Loan so assigned:
(i) The original Mortgage
Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain
of endorsements from the originator thereof to the Person
endorsing
it to the Trustee, or with respect to any Destroyed Mortgage
Note,
an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related
Mortgage Note;
(ii) A counterpart of the
Cooperative Lease and
the Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related
Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to
such Cooperative Loan, together with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original
recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original
UCC-1 financing
statement, and any continuation statements, filed by the
originator
of such Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under
the Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed
UCC-3 assignments of
the security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed
assignment of the interest of
the originator in the Security Agreement, Assignment of
Proprietary
Lease and the recognition agreement referenced in clause (iv)
above,
showing an unbroken chain of title from the originator to the
Trustee;
(ix) The original of each
modification,
assumption agreement or preferred loan agreement, if any,
relating
to such Cooperative Loan; and
(x) An executed UCC-1
financing statement showing
the Master Servicer as debtor, the Company as secured party and
the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each
in a form sufficient for filing, evidencing the interest of such
debtors in the Cooperative Loans.
(c) The Company may, in
lieu of delivering the
documents set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) to the Trustee or the
Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer shall hold such documents in
trust
for the use and benefit of all present and future
Certificateholders
until such time as is set forth below. Within ten Business Days
following the earlier of (i) the receipt of the original of each
of
the documents or instruments set forth in Section 2.01(b)(I)(iv)
and
(v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and
(ii)
a written request by the Trustee to deliver those documents with
respect to any or all of the Mortgage Loans then being held by
the
Master Servicer, the Master Servicer shall deliver a complete set
of
such documents to the Trustee or the Custodian or Custodians that
are the duly appointed agent or agents of the Trustee.
On the Closing Date, the Master
Servicer shall certify
that it has in its possession an original or copy of each of the
documents referred to in Section 2.01(b)(I)(iv) and (v) and
Section
(b)(II)(ii), (iv), (vii), (ix) and (x) which has been delivered
to
it by the Company. Every six months after the Closing Date, for
so
long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i)
Standard
& Poor's, if it is one of the Rating Agencies, (ii) the Trustee
and
(iii) each Custodian a report setting forth the status of the
documents which it is holding.
(d) In the event that in
connection with any Mortgage
Loan the Company cannot deliver the Mortgage, any assignment,
modification, assumption agreement or preferred loan agreement
(or
copy thereof certified by the public recording office) with
evidence
of recording thereon concurrently with the execution and delivery
of
this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement as the case may
be,
has been delivered for recordation, the Company shall deliver or
cause to be delivered to the Trustee or the respective Custodian
a
true and correct photocopy of such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement.
The Company shall promptly
cause to be recorded in the
appropriate public office for real property records the
Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in
states
where, in the opinion of counsel acceptable to the Trustee and
the
Master Servicer, such recording is not required to protect the
Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the
Company
or the originator of such Mortgage Loan and shall promptly cause
to
be filed the Form UCC-3 assignment and UCC-1 financing statement
referred to in clause (II)(vii) and (x), respectively, of Section
2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as
applicable, is lost or returned unrecorded to the Company because
of
any defect therein, the Company shall prepare a substitute
Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such
defect, as the case may be, and cause such Assignment, Form UCC-3
or
Form UCC-1, as applicable, to be recorded in accordance with this
paragraph. The Company shall promptly deliver or cause to be
delivered to the Trustee or the respective Custodian such
Mortgage,
Assignment, Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence
of
recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer. In connection
with its servicing of Cooperative Loans, the Master Servicer will
use its best efforts to file timely continuation statements with
regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment
is
located outside of the State of New York.
Any of the items set forth in
Section 2.01(b)(I)(iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy
rather than the original may be delivered in microfiche form.
(e) It is intended that the
conveyances by the Company
to the Trustee of the Mortgage Loans as provided for in this
Section
2.01 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 Mortgage Notes, the Mortgages, any
related
insurance policies and all other documents in the related
Mortgage
Files, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (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 and the Uncertificated REMIC I
Regular Interests, and the other property described above, such
security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.
Without
limiting the generality of the foregoing, the Company shall
prepare
and deliver to the Trustee not less than 15 days prior to any
filing
date and, the Trustee shall forward for filing, or shall cause to
be
forwarded for filing, at the expense of the Company, all filings
necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or
lien
on the Mortgage Loans and the Uncertificated REMIC I Regular
Interests, as evidenced by an Officer's Certificate of the
Company,
including without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any change of
name
of Residential Funding, the Company or the Trustee (such
preparation
and filing shall be at the expense of the Trustee, if occasioned
by
a change in the Trustee's name), (2) any change of location of
the
place of business or the chief executive office of Residential
Funding or the Company, (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan or (4)
any
transfer of any interest of Residential Funding or the Company in
any Uncertificated REMIC I Regular Interest.
(f) The Master Servicer
hereby acknowledges that it
will deposit cash in an amount equal to $150,411.27 (the "Initial
Monthly Payment Deposit"), representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due
Date
in June 1995, for those Mortgage Loans for which the Trustee will
not be entitled to receive such payment. The Initial Monthly
Payment Deposit shall be retained in the Certificate Account
pending
the inclusion of such Initial Monthly Payment Deposit in the
Available Distribution Amount for the Distribution Date in June
1995. Notwithstanding anything herein to the contrary, the
Initial
Monthly Payment Deposit shall not be an asset of REMIC I, REMIC
II
or the Trust Fund. To the extent that the Initial Monthly
Payment
Deposit constitutes a reserve fund for federal income tax
purposes,
(1) it shall be an outside reserve fund and not an asset of REMIC
I
or REMIC II, (2) it shall be owned by the Seller and (3) amounts
transferred by REMIC I or REMIC II to the Initial Monthly Payment
Deposit shall be treated as transferred to the Seller or any
successor, all within the meaning of Section 1.860G-2(h) of the
Treasury regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges
receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification executed by the Custodian,
receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(b)(i)
through
(iii) above (except that for purposes of such acknowledgement
only,
a Mortgage Note may be endorsed in blank and an Assignment of
Mortgage may be in blank) and declares that it, or a Custodian as
its agent, holds and will hold such documents and the other
documents constituting a part of the Mortgage Files delivered to
it,
or a Custodian as its agent, in trust for the use and benefit of
all
present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement)
agrees, for the benefit of Certificateholders, to review each
Mortgage File delivered to it pursuant to Section 2.01(b) within
45
days after the Closing Date to ascertain that all required
documents
(specifically as set forth in Section 2.01(b)), have been
executed
and received, and that such documents relate to the Mortgage
Loans
identified on the Mortgage Loan Schedule, as supplemented, that
have
been conveyed to it. Upon delivery of the Mortgage Files by the
Company or the Master Servicer, the Trustee shall acknowledge
receipt (or, with respect to Mortgage Loans subject to a
Custodial
Agreement, and based solely upon a receipt or certification
executed
by the Custodian, receipt by the respective Custodian as the duly
appointed agent of the Trustee) of the documents referred to in
Section 2.01(c) above. The Trustee or Custodian (such Custodian
being so obligated under a Custodial Agreement) agrees to review
each Mortgage File delivered to it pursuant to Section 2.01(c)
within 45 days after receipt thereof to ascertain that all
documents
required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that
have
been conveyed to it.
If the Custodian, as the
Trustee's agent, finds any
document or documents constituting a part of a Mortgage File to
be
missing or defective in any material respect, the Trustee shall
promptly so notify the Master Servicer and the Company. Pursuant
to
Section 2.3 of the Custodial Agreement, the Custodian will notify
the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File
held
by it. The Master Servicer shall promptly notify the related
Subservicer or Seller of such omission or defect and request that
such Subservicer or Seller correct or cure such omission or
defect
within 60 days from the date the Master Servicer was notified of
such omission or defect and, if such Subservicer or Seller does
not
correct or cure such omission or defect within such period, that
such Subservicer or Seller purchase such Mortgage Loan from the
Trust Fund at its Purchase Price, in either case within 90 days
from
the date the Master Servicer was notified of such omission or
defect. The Purchase Price for any such Mortgage Loan, whether
purchased by the Seller or the Subservicer, shall be deposited or
caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon
receipt
by the Trustee of written notification of such deposit signed by
a
Servicing Officer, the Trustee or any Custodian, as the case may
be,
shall release to the Master Servicer the related Mortgage File
and
the Trustee shall execute and deliver such instruments of
transfer
or assignment prepared by the Master Servicer, in each case
without
recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be,
any
Mortgage Loan released pursuant hereto and thereafter such
Mortgage
Loan shall not be part of the Trust Fund. It is understood and
agreed that the obligation of the Seller or the Subservicer, as
the
case may be, to so cure or purchase any Mortgage Loan as to which
a
material defect in or omission of a constituent document exists
shall constitute the sole remedy respecting such defect or
omission
available to Certificateholders or the Trustee on behalf of
Certificateholders.
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer
and the Company.
(a) The Master Servicer
hereby represents and warrants
to the Trustee for the benefit of Certificateholders that:
(i) The Master Servicer is
a corporation duly
organized, validly existing and in
good standing under the
laws governing its creation and
existence and is or will be
in compliance with the laws of each
state in which any
Mortgaged Property is located to the
extent necessary to
ensure the enforceability of each
Mortgage Loan in
accordance with the terms of this
Agreement;
(ii) The execution and
delivery of this Agreement by
the Master Servicer and its
performance and compliance with
the terms of this Agreement will not
violate the Master
Servicer's Certificate of
Incorporation or Bylaws or
constitute a default (or an event
which, with notice or
lapse of time, or both, would
constitute a material default)
under, or result in the material
breach of, any material
contract, agreement or other
instrument to which the Master
Servicer is a party or which may be
applicable to the Master
Servicer or any of its assets;
(iii) This Agreement,
assuming due authorization,
execution and delivery by the Trustee
and the Company,
constitutes a valid, legal and binding
obligation of the
Master Servicer, enforceable against
it in accordance with
the terms hereof subject to applicable
bankruptcy,
insolvency, reorganization, moratorium
and other laws
affecting the enforcement of
creditors' rights generally and
to general principles of equity,
regardless of whether such
enforcement is considered in a
proceeding in equity or at
law;
(iv) The Master Servicer is
not in default with
respect to any order or decree of any
court or any order,
regulation or demand of any Federal,
state, municipal or
governmental agency, which default
might have consequences
that would materially and adversely
affect the condition
(financial or other) or operations of
the Master Servicer or
its properties or might have
consequences that would
materially adversely affect its
performance hereunder;
(v) No litigation is
pending or, to the best of the
Master Servicer's knowledge,
threatened against the Master
Servicer which would prohibit its
entering into this
Agreement or performing its
obligations under this
Agreement;
(vi) The Master Servicer
will comply in all material
respects in the performance of this
Agreement with all
reasonable rules and requirements of
each insurer under each
Required Insurance Policy;
(vii) No information,
certificate of an officer,
statement furnished in writing or
report delivered to the
Company, any Affiliate of the Company
or the Trustee by the
Master Servicer will, to the knowledge
of the Master
Servicer, contain any untrue statement
of a material fact or
omit a material fact necessary to make
the information,
certificate, statement or report not
misleading; and
(viii) The Master Servicer has
examined each existing,
and will examine each new,
Subservicing Agreement and is or
will be familiar with the terms
thereof. The terms of each
existing Subservicing Agreement and
each designated
Subservicer are acceptable to the
Master Servicer and any
new Subservicing Agreements will
comply with the provisions
of Section 3.02.
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(a) shall survive delivery of the
respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by either the
Company, the Master
Servicer, the Trustee or any Custodian of a breach of any
representation or warranty set forth in this Section 2.03(a)
which
materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering
such
breach shall give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial Agreement).
Within
90 days of its discovery or its receipt of notice of such breach,
the Master Servicer shall either (i) cure such breach in all
material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in
the
manner set forth in Section 2.02. The obligation of the Master
Servicer to cure such breach or to so purchase such Mortgage Loan
shall constitute the sole remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of
the
Certificateholders.
(b) The Company hereby
represents and warrants to the
Trustee for the benefit of Certificateholders that as of the
Closing
Date (or, if otherwise specified below, as of the date so
specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as of the
Cut-
off Date and no Mortgage Loan has been so delinquent more
than
once in the 12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F
hereto with respect to each Mortgage Loan or the Mortgage
Loans, as the case may be, is true and correct in all
material
respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on
the first day of each month and terms to maturity at
origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if
a Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance Policy
that insures that portion of the principal balance thereof
that exceeds the amount equal to 75% of the Appraised Value
of
the related Mortgaged Property. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full
force
and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance
Policies are insurance companies whose claims-paying
abilities
are currently acceptable to each Rating Agency;
(vi) No more than 1.5% 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 1.0% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off
Date are secured by Mortgaged Properties located in any one
zip code area outside California; Not more than 1.0% of the
Mortgage Loans by aggregate Stated Principal Balance as of
the
Cut-off Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan
are in a federally designated special flood hazard area,
flood
insurance in the amount required under the Program Guide
covers the related Mortgaged Property (either by coverage
under the federal flood insurance program or by coverage by
private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title to,
and was the sole owner of, each Mortgage Loan free and clear
of any pledge, lien, encumbrance or security interest (other
than rights to servicing and related compensation) and such
assignment validly transfers ownership of the Mortgage Loans
to the Trustee free and clear of any pledge, lien,
encumbrance
or security interest;
(ix) Approximately 12.6% 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) 2 of the Mortgage Loans representing 0.7% of
the Mortgage Loans by aggregate Stated Principal Balance as
of
the Cut-off Date were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and Treasury
regulations Section 1.860G-2(a)(1);
(xiii) Interest on each Mortgage Loan is calculated
on the basis of a 360-day year consisting of twelve 30-day
months;
(xiv) A policy of title insurance was effective as
of the closing of each Mortgage Loan and is valid and binding
and remains in full force and effect;
(xv) With respect to each Mortgage Loan originated
under a "streamlined" mortgage loan program (through which no
new or updated appraisals of Mortgaged Properties are
obtained
in connection with the refinancing thereof), the related
Seller has represented that either (a) the value of the
related Mortgaged Property as of the date the Mortgage Loan
was originated was not less than the appraised value of such
property at the time of origination of the refinanced
Mortgage
loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as
of
the date of origination of the Mortgage Loan generally meets
the Company's underwriting guidelines;
(xvi) The aggregate Monthly Payments for June 1995
for each Mortgage Loan described in Section 2.01(f) will
equal
the Initial Monthly Payment Deposit; and
(xvii) 2 of the Mortgage Loans representing 0.5% of
the Mortgage Loans by aggregate Stated Principal Balance as
of
the Cut-off Date contain Destroyed Mortgage Notes in the
related Mortgage Files.
(xviii) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code) in
a cooperative housing corporation (as defined in Section 216
of the Code);
It is understood and agreed that the representations and
warranties
set forth in this Section 2.03(b) shall survive delivery of the
respective Mortgage Files to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties set forth in this Section 2.03(b)
which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering
such
breach shall give prompt written notice to the other parties (any
Custodian being so obligated under a Custodial Agreement);
provided,
however, that in the event of a breach of the representation and
warranty set forth in Section 2.03(b)(xii), the party discovering
such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of
breach,
the Company shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund
at
the Purchase Price and in the manner set forth in Section 2.02;
provided that the Company shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan
if such substitution occurs within two years following the
Closing
Date. Any such substitution shall be effected by the Company
under
the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and
agreed
that the obligation of the Company to cure such breach or to so
purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to Certificateholders or
the
Trustee on behalf of Certificateholders. Notwithstanding the
foregoing, the Company shall not be required to cure breaches or
purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a
representation
set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of
Sellers.
The Company, as assignee of Residential Funding under
the Assignment Agreement, hereby assigns to the Trustee for the
benefit of Certificateholders all of its right, title and
interest
in respect of the Assignment Agreement and each Seller's
Agreement
applicable to a Mortgage Loan. Insofar as the Assignment
Agreement
or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in
respect of such Mortgage Loan and any remedies provided
thereunder
for any breach of such representations and warranties, such
right,
title and interest may be enforced by the Master Servicer on
behalf
of the Trustee and the Certificateholders. Upon the discovery by
the Company, the Master Servicer, the Trustee or any Custodian of
a
breach of any of the representations and warranties made in a
Seller's Agreement or the Assignment Agreement (which, for
purposes
hereof, will be deemed to include any other cause giving rise to
a
repurchase obligation under the Assignment Agreement) in respect
of
any Mortgage Loan which materially and adversely affects the
interests of the Certificateholders in such Mortgage Loan, the
party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial
Agreement). The Master Servicer shall promptly notify the
related
Seller or Residential Funding, as the case may be, of such breach
and request that such Seller or Residential Funding, as the case
may
be, either (i) cure such breach in all material respects within
90
days from the date the Master Servicer was notified of such
breach
or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02;
provided
that in the case of a breach under the Assignment Agreement
Residential Funding shall have the option to substitute a
Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date,
except that if the breach would cause the Mortgage Loan to be
other
than a "qualified mortgage" as defined in Section 860G(a)(3) of
the
Code, any such substitution must occur within 90 days from the
date
the Master Servicer was notified of the breach if such 90 day
period
expires before two years following the Closing Date. In the
event
that Residential Funding elects to substitute a Qualified
Substitute
Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to
this
Section 2.04, Residential Funding shall deliver to the Trustee
for
the benefit of the Certificateholders with respect to such
Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note,
the
Mortgage, an Assignment of the Mortgage in recordable form, and
such
other documents and agreements as are required by Section 2.01,
with
the Mortgage Note endorsed as required by Section 2.01. No
substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be
retained by the Master Servicer and remitted by the Master
Servicer
to Residential Funding on the next succeeding Distribution Date.
For the month of substitution, distributions to
Certificateholders
will include the Monthly Payment due on a Deleted Mortgage Loan
for
such month and thereafter Residential Funding shall be entitled
to
retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the
Mortgage Loan Schedule, for the benefit of the Certificateholders
to
reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or Loans
and
the Master Servicer shall deliver the amended Mortgage Loan
Schedule
to the Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects,
the related Seller shall be deemed to have made the
representations
and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date
of
substitution, and the Company and the Master Servicer shall be
deemed to have made with respect to any Qualified Substitute
Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this
Section
2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to
repurchase
or substitute for any Qualified Substitute Mortgage Loan as to
which
a Repurchase Event (as defined in the Assignment Agreement) has
occurred pursuant to Section 4 of the Assignment Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans for one or more Deleted
Mortgage
Loans, the Master Servicer will determine the amount (if any) by
which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted
Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments due in the month of substitution
that are to be distributed to Certificateholders in the month of
substitution). Residential Funding shall deposit the amount of
such
shortfall into the Custodial Account on the day of substitution,
without any reimbursement therefor. Residential Funding shall
give
notice in writing to the Trustee of such event, which notice
shall
be accompanied by an Officers' Certificate as to the calculation
of
such shortfall and by an Opinion of Counsel to the effect that
such
substitution will not cause (a) any federal tax to be imposed on
REMIC I or REMIC II, 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 REMIC I or REMIC II
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 M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and
Class R-II Certificateholders. The Trustee acknowledges receipt
of
the Uncertificated REMIC I Regular Interests and 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 M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 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 M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and
Class R-II Certificateholders to receive distributions from the
proceeds of REMIC II in respect of the Class A-1, Class A-2,
Class
A-3, Class A-4, Class A-5, Class A-6, Class M-1, Class M-2, Class
M-
3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates,
and
all ownership interests of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders
in
such distributions, shall be as set forth in this Agreement.
Section 2.07. Issuance of Certificates Evidencing
Interest in REMIC II.
The Trustee acknowledges the assignment to it of the
Uncertificated REMIC I and 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 M-1, Class
M-
2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates in authorized denominations evidencing ownership of
the
entire REMIC II.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this Agreement
and the respective Mortgage Loans and shall have full power and
authority, acting alone or through Subservicers as provided in
Section 3.02, to do any and all things which it may deem
necessary
or desirable in connection with such servicing and
administration.
Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is
hereby
authorized and empowered by the Trustee when the Master Servicer
or
the Subservicer, as the case may be, believes it appropriate in
its
best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or
full
release or discharge, or of consent to assumption or modification
in
connection with a proposed conveyance, or of assignment of any
Mortgage and Mortgage Note in connection with the repurchase of a
Mortgage Loan and all other comparable instruments, or with
respect
to the modification or re-recording of a Mortgage for the purpose
of
correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government
agency
or unit with powers of eminent domain, the taking of a deed in
lieu
of foreclosure, the completion of judicial or non-judicial
foreclosure, the conveyance of a Mortgaged Property to an
Insurer,
the acquisition of any property acquired by foreclosure or deed
in
lieu of foreclosure, or the management, marketing and conveyance
of
any property acquired by foreclosure or deed in lieu of
foreclosure
with respect to the Mortgage Loans and with respect to the
Mortgaged
Properties. Notwithstanding the foregoing, subject to Section
3.07(a), the Master Servicer shall not permit any modification
with
respect to any Mortgage Loan that would both constitute a sale or
exchange of such Mortgage Loan within the meaning of Section 1001
of
the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as
a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof)
and
cause either REMIC I or REMIC II to fail to qualify as as a REMIC
under the Code. The Trustee shall furnish the Master Servicer
with
any powers of attorney and other documents necessary or
appropriate
to enable the Master Servicer to service and administer the
Mortgage
Loans. The Trustee shall not be responsible for any action taken
by
the Master Servicer or any Subservicer pursuant to such powers of
attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall act reasonably and in
good
faith and, to the extent not inconsistent with this Agreement,
comply with the Program Guide as if it were the originator of
such
Mortgage Loan and had retained the servicing rights and
obligations
in respect thereof.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the timely payment of taxes and
assessments on the properties subject to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the
related
Mortgage Loans, notwithstanding that the terms of such Mortgage
Loan
so permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more
agreements in connection with the offering of pass-through
certificates evidencing interests in one or more of the
Certificates
providing for the payment by the Master Servicer of amounts
received
by the Master Servicer as servicing compensation hereunder and
required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an
obligation of the Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into by Residential Funding and
Subservicers prior to the execution and delivery of this
Agreement,
and may enter into new Subservicing Agreements with Subservicers,
for the servicing and administration of all or some of the
Mortgage
Loans. Each Subservicer of a Mortgage Loan shall be entitled to
receive and retain, as provided in the related Subservicing
Agreement and in Section 3.07, the related Subservicing Fee from
payments of interest received on such Mortgage Loan after payment
of
all amounts required to be remitted to the Master Servicer in
respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be
entitled
to receive and retain an amount equal to the Subservicing Fee
from
payments of interest. Unless the context otherwise requires,
references in this Agreement to actions taken or to be taken by
the
Master Servicer in servicing the Mortgage Loans include actions
taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms
and
conditions as are generally required or permitted by the Program
Guide and are not inconsistent with this Agreement and as the
Master
Servicer and the Subservicer have agreed. A representative form
of
Subservicing Agreement is attached to this Agreement as Exhibit
G.
With the approval of the Master Servicer, a Subservicer may
delegate
its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing
Agreement. The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing Agreement,
and the form referred to or included in the Program Guide is
merely
provided for information and shall not be deemed to limit in any
respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that
any
such amendments or different forms shall be consistent with and
not
violate the provisions of either this Agreement or the Program
Guide
in a manner which would materially and adversely affect the
interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the
Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall use its best reasonable efforts to
enforce
the obligations of each Subservicer under the related
Subservicing
Agreement and of each Seller under the related Seller's
Agreement,
to the extent that the non-performance of any such obligation
would
have a material and adverse effect on the interests of the
Certificateholders in a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account
of
defective documentation, as described in Section 2.02, or on
account
of a breach of a representation or warranty, as described in
Section
2.04. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements or
Seller's Agreements, as appropriate, and the pursuit of other
appropriate remedies, shall be in such form and carried out to
such
an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual
in
its general mortgage servicing activities. The Master Servicer
shall pay the costs of such enforcement at its own expense, and
shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such
recovery exceeds all amounts due in respect of the related
Mortgage
Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party against whom such enforcement is
directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the
terms
and conditions of such Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that
in
the event of termination of any Subservicing Agreement by the
Master
Servicer or the Subservicer, the Master Servicer shall either act
as
servicer of the related Mortgage Loan or enter into a
Subservicing
Agreement with a successor Subservicer which will be bound by the
terms of the related Subservicing Agreement. If the Master
Servicer
or any Affiliate of Residential Funding acts as servicer, it will
not assume liability for the representations and warranties of
the
Subservicer which it replaces. If the Master Servicer enters
into
a Subservicing Agreement with a successor Subservicer, the Master
Servicer shall use reasonable efforts to have the successor
Subservicer assume liability for the representations and
warranties
made by the terminated Subservicer in respect of the related
Mortgage Loans and, in the event of any such assumption by the
successor Subservicer, the Master Servicer may, in the exercise
of
its business judgment, release the terminated Subservicer from
liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or
arrangements
between the Master Servicer or a Subservicer or reference to
actions
taken through a Subservicer or otherwise, the Master Servicer
shall
remain obligated and liable to the Trustee and Certificateholders
for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution
of
such obligation or liability by virtue of such Subservicing
Agreements or arrangements or by virtue of indemnification from
the
Subservicer or the Company and to the same extent and under the
same
terms and conditions as if the Master Servicer alone were
servicing
and administering the Mortgage Loans. The Master Servicer shall
be
entitled to enter into any agreement with a Subservicer or Seller
for indemnification of the Master Servicer and nothing contained
in
this Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and
any other transactions or services relating to the Mortgage Loans
involving a Subservicer in its capacity as such and not as an
originator shall be deemed to be between the Subservicer and the
Master Servicer alone and the Trustee and Certificateholders
shall
not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the
Subservicer
in its capacity as such except as set forth in Section 3.06. The
foregoing provision shall not in any way limit a Subservicer's
obligation to cure an omission or defect or to repurchase a
Mortgage
Loan as referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any
reason no longer be the master servicer (including by reason of
an
Event of Default), the Trustee, its designee or its successor
shall
thereupon assume all of the rights and obligations of the Master
Servicer under each Subservicing Agreement that may have been
entered into. The Trustee, its designee or the successor
servicer
for the Trustee shall be deemed to have assumed all of the Master
Servicer's interest therein and to have replaced the Master
Servicer
as a party to the Subservicing Agreement to the same extent as if
the Subservicing Agreement had been assigned to the assuming
party
except that the Master Servicer shall not thereby be relieved of
any
liability or obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the
Trustee but at the expense of the Master Servicer, deliver to the
assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced
and an accounting of amounts collected and held by it and
otherwise
use its best efforts to effect the orderly and efficient transfer
of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial
Account.
(a) The Master Servicer shall make reasonable efforts
to collect all payments called for under the terms and provisions
of
the Mortgage Loans, and shall, to the extent such procedures
shall
be consistent with this Agreement and the terms and provisions of
any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing
activities. Consistent with the foregoing, the Master Servicer
may
in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for
payments due on a Mortgage Loan in accordance with the Program
Guide, provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the
coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage or the interest
of
the Certificateholders. Consistent with the terms of this
Agreement, the Master Servicer may also waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of
strict
compliance with any such term or in any manner grant indulgence
to
any Mortgagor if in the Master Servicer's determination such
waiver,
modification, postponement or indulgence is not materially
adverse
to the interests of the Certificateholders, provided, however,
that
the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without
limitation any modification that would change the Mortgage Rate,
forgive the payment of any principal or interest (unless in
connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage
Loan), or extend the final maturity date of such Mortgage Loan,
unless such Mortgage Loan is in default or, in the judgment of
the
Master Servicer, such default is reasonably foreseeable. In the
event of any such arrangement, the Master Servicer shall make
timely
Advances on the related Mortgage Loan during the scheduled period
in
accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements
unless
otherwise agreed to by the Holders of the Classes of Certificates
affected thereby.
(b) The Master Servicer shall establish and maintain
a Custodial Account in which the Master Servicer shall deposit or
cause to be deposited on a daily basis, except as otherwise
specifically provided herein, the following payments and
collections
remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in
respect
of principal and interest on the Mortgage Loans due on or before
the
Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by Mortgagors on the Mortgage
Loans
and the principal component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property
for which an REO Disposition has occurred;
(ii) All payments on account of interest at the
Adjusted Mortgage Rate on the Mortgage Loans, including
Buydown Funds, if any, and the interest component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds
(net
of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
required to be deposited in connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 2.01(f), 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section
4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments on the
Mortgage
Loans which are not part of the Trust Fund (consisting of
payments
in respect of principal and interest on the Mortgage Loans due on
or
before the Cut-off Date) and payments or collections in the
nature
of prepayment charges or late payment charges or assumption fees
may
but need not be deposited by the Master Servicer in the Custodial
Account. In the event any amount not required to be deposited in
the Custodial Account is so deposited, the Master Servicer may at
any time withdraw such amount from the Custodial Account, any
provision herein to the contrary notwithstanding. The Custodial
Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series
and
may contain other funds respecting payments on mortgage loans
belonging to the Master Servicer or serviced or master serviced
by
it on behalf of others. Notwithstanding such commingling of
funds,
the Master Servicer shall keep records that accurately reflect
the
funds on deposit in the Custodial Account that have been
identified
by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and the proceeds of the purchase of any
Mortgage Loan pursuant to Sections 2.02, 2.03, 2.04 and 4.07
received in any calendar month, the Master Servicer may elect to
treat such amounts as included in the Available Distribution
Amount
for the Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects, such
amounts
will be deemed to have been received (and any related Realized
Loss
shall be deemed to have occurred) on the last day of the month
prior
to the receipt thereof.
(c) The Master Servicer shall use its best efforts to
cause the institution maintaining the Custodial Account to invest
the funds in the Custodial Account attributable to the Mortgage
Loans in Permitted Investments which shall mature not later than
the
Certificate Account Deposit Date next following the date of such
investment (with the exception of the Amount Held for Future
Distribution) and which shall not be sold or disposed of prior to
their maturities. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of
its
own funds immediately as realized.
(d) The Master Servicer shall give notice to the
Trustee and the Company of any change in the location of the
Custodial Account and the location of the Certificate Account
prior
to the use thereof.
Section 3.08. Subservicing Accounts; Servicing
Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a Subservicing Agreement, the Master
Servicer shall cause the Subservicer, pursuant to the
Subservicing
Agreement, to establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such account
is
not an Eligible Account, shall generally satisfy the requirements
of
the Program Guide and be otherwise acceptable to the Master
Servicer
and each Rating Agency. The Subservicer will be required thereby
to
deposit into the Subservicing Account on a daily basis all
proceeds
of Mortgage Loans received by the Subservicer, less its
Subservicing
Fees and unreimbursed advances and expenses, to the extent
permitted
by the Subservicing Agreement. If the Subservicing Account is
not
an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer.
The
Subservicer shall not be required to deposit in the Subservicing
Account payments or collections in the nature of prepayment
charges
or late charges or assumption fees. On or before the date
specified
in the Program Guide, but in no event later than the
Determination
Date, the Master Servicer shall cause the Subservicer, pursuant
to
the Subservicing Agreement, to remit to the Master Servicer for
deposit in the Custodial Account all funds held in the
Subservicing
Account with respect to each Mortgage Loan serviced by such
Subservicer that are required to be remitted to the Master
Servicer.
The Subservicer will also be required, pursuant to the
Subservicing
Agreement, to advance on such scheduled date of remittance
amounts
equal to any scheduled monthly installments of principal and
interest less its Subservicing Fees on any Mortgage Loans for
which
payment was not received by the Subservicer. This obligation to
advance with respect to each Mortgage Loan will continue up to
and
including the first of the month following the date on which the
related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or
otherwise. All such advances received by the Master Servicer
shall
be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to
the Subservicing Agreement, to remit to the Master Servicer for
deposit in the Custodial Account interest at the Adjusted
Mortgage
Rate on any Curtailment received by such Subservicer in respect
of
a Mortgage Loan from the related Mortgagor during any month that
is
to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such
month, from the date of application of such Curtailment to the
first
day of the following month. Any amounts paid by a Subservicer
pursuant to the preceding sentence shall be for the benefit of
the
Master Servicer as additional servicing compensation and shall be
subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers
for
Subserviced Mortgage Loans to, establish and maintain one or more
Servicing Accounts and deposit and retain therein all collections
from the Mortgagors (or advances from Subservicers) for the
payment
of taxes, assessments, hazard insurance premiums, Primary
Insurance
Policy premiums, if applicable, or comparable items for the
account
of the Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the extent
permitted
by the Program Guide or as is otherwise acceptable to the Master
Servicer, may also function as a Subservicing Account.
Withdrawals
of amounts related to the Mortgage Loans from the Servicing
Accounts
may be made only to effect timely payment of taxes, assessments,
hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the Master Servicer
or
Subservicer out of related collections for any payments made
pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund
to
any Mortgagors any sums as may be determined to be overages, to
pay
interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or
in
accordance with the Program Guide. As part of its servicing
duties,
the Master Servicer shall, and the Subservicers will, pursuant to
the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments
referred to in the preceding subsection that are not timely paid
by
the Mortgagors or advanced by the Subservicers on the date when
the
tax, premium or other cost for which such payment is intended is
due, but the Master Servicer shall be required so to advance only
to
the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out
of
Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans.
In the event that compliance with this Section 3.09
shall make any Class of Certificates legal for investment by
federally insured savings and loan associations, the Master
Servicer
shall provide, or cause the Subservicers to provide, to the
Trustee,
the Office of Thrift Supervision or the FDIC and the supervisory
agents and examiners thereof access to the documentation
regarding
the Mortgage Loans required by applicable regulations of the
Office
of Thrift Supervision, such access being afforded without charge
but
only upon reasonable request and during normal business hours at
the
offices designated by the Master Servicer. The Master Servicer
shall permit such representatives to photocopy any such
documentation and shall provide equipment for that purpose at a
charge reasonably approximating the cost of such photocopying to
the
Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial Account of
amounts on deposit therein pursuant to Section 3.07 that are
attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate
Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to reimburse itself or the related
Subservicer for previously unreimbursed advances or expenses
made pursuant to Sections 3.01, 3.08, 3.11, 3.12(a), 3.14
and
4.04 or otherwise reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to amounts
received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent
(A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or
Advances pursuant to Section 4.04 and (B) late recoveries of
the payments for which such advances were made in the case
of
Servicing Advances;
(iii) to pay to itself or the related
Subservicer
(if not previously retained by such Subservicer) out of each
payment received by the Master Servicer on account of
interest
on a Mortgage Loan as contemplated by Sections 3.14 and
3.16,
an amount equal to that remaining portion of any such
payment
as to interest (but not in excess of the Servicing Fee and
the
Subservicing Fee, if not previously retained) which, when
deducted, will result in the remaining amount of such
interest
being interest at the Net Mortgage Rate on the amount
specified in the amortization schedule of the related
Mortgage
Loan as the principal balance thereof at the beginning of
the
period respecting which such interest was paid after giving
effect to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on
funds
deposited in the Custodial Account that it is entitled to
withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted
by Subservicers as interest in respect of Curtailments
pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate
Person, as the case may be, with respect to each Mortgage
Loan
or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and
not
required to be distributed to Certificateholders as of the
date on which the related Stated Principal Balance or
Purchase
Price is determined;
(vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or Advances in
the
manner and to the extent provided in subsection (c) below or
any Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for
expenses incurred by and reimbursable to it or the Company
pursuant to Sections 3.13, 3.14(c), 6.03, 10.01 or
otherwise;
(ix) to reimburse itself for amounts expended by
it (a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured
Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an REO Property to the
extent
not otherwise reimbursed pursuant to clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not required to be deposited
therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to
clauses (ii), (iii), (v) and (vi), the Master Servicer's
entitlement
thereto is limited to collections or other recoveries on the
related
Mortgage Loan, the Master Servicer shall keep and maintain
separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the
purpose of justifying any withdrawal from the Custodial Account
pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse
itself or the related Subservicer for any advance made in respect
of
a Mortgage Loan that the Master Servicer determines to be a
Nonrecoverable Advance by withdrawal from the Custodial Account
of
amounts on deposit therein attributable to the Mortgage Loans on
any
Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit
Date
shall be limited to an amount not exceeding the portion of such
advance previously paid to Certificateholders (and not
theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action which would result in
non-coverage
under any applicable Primary Insurance Policy of any loss which,
but
for the actions of the Master Servicer or Subservicer, would have
been covered thereunder. To the extent coverage is available,
the
Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal
balance of the related Mortgage Loan secured by a Mortgaged
Property
is reduced to 80% or less of the Appraised Value in the case of
such
a Mortgage Loan having a Loan-to-Value Ratio at origination in
excess of 80%, provided that such Primary Insurance Policy was in
place as of the Cut-off Date and the Company had knowledge of
such
Primary Insurance Policy. In the event that the Company gains
knowledge that as of the Closing Date, a Mortgage Loan had a
Loan-
to-Value Ratio at origination in excess of 80% and is not the
subject of a Primary Insurance Policy (and was not included in
any
exception to the representation in Section 2.03(b)(iv)) and that
such Mortgage Loan has a current Loan-to-Value Ratio in excess of
80% then the Master Servicer shall use its reasonable efforts to
obtain and maintain a Primary Insurance Policy to the extent that
such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or
consent to any Subservicer canceling or refusing to renew any
such
Primary Insurance Policy applicable to a Mortgage Loan
subserviced
by it, that is in effect at the date of the initial issuance of
the
Certificates and is required to be kept in force hereunder unless
the replacement Primary Insurance Policy for such canceled or
non-
renewed policy is maintained with an insurer whose claims-paying
ability is acceptable to each Rating Agency for mortgage pass-
through certificates having a rating equal to or better than the
lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Master Servicer agrees to
present or to cause the related Subservicer to present, on behalf
of
the Master Servicer, the Subservicer, if any, the Trustee and
Certificateholders, claims to the Insurer under any Primary
Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under
any
Primary Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds collected by or
remitted to the Master Servicer under any Primary Insurance
Policies
shall be deposited in the Custodial Account, subject to
withdrawal
pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained
for each Mortgage Loan (other than a Cooperative Loan) fire
insurance with extended coverage in an amount which is equal to
the
lesser of the principal balance owing on such Mortgage Loan or
100
percent of the insurable value of the improvements; provided,
however, that such coverage may not be less than the minimum
amount
required to fully compensate for any loss or damage on a
replacement
cost basis. To the extent it may do so without breaching the
related Subservicing Agreement, the Master Servicer shall replace
any Subservicer that does not cause such insurance, to the extent
it
is available, to be maintained. The Master Servicer shall also
cause to be maintained on property acquired upon foreclosure, or
deed in lieu of foreclosure, of any Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an
amount which is at least equal to the amount necessary to avoid
the
application of any co-insurance clause contained in the related
hazard insurance policy. Pursuant to Section 3.07, any amounts
collected by the Master Servicer under any such policies (other
than
amounts to be applied to the restoration or repair of the related
Mortgaged Property or property thus acquired or amounts released
to
the Mortgagor in accordance with the Master Servicer's normal
servicing procedures) shall be deposited in the Custodial
Account,
subject to withdrawal pursuant to Section 3.10. Any cost
incurred
by the Master Servicer in maintaining any such insurance shall
not,
for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the
Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so
permit.
Such costs shall be recoverable by the Master Servicer out of
related late payments by the Mortgagor or out of Insurance
Proceeds
and Liquidation Proceeds as to the extent permitted by Section
3.10.
It is understood and agreed that no earthquake or other
additional
insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than
pursuant
to such applicable laws and regulations as shall at any time be
in
force and as shall require such additional insurance. When the
improvements securing a Mortgage Loan (other than a Cooperative
Loan) are located at the time of origination of such Mortgage
Loan
in a federally designated special flood hazard area, the Master
Servicer shall cause flood insurance (to the extent available) to
be
maintained in respect thereof. Such flood insurance shall be in
an
amount equal to the lesser of (i) the amount required to
compensate
for any loss or damage to the Mortgaged Property on a replacement
cost basis and (ii) the maximum amount of such insurance
available
for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as
set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible
clause, in which case the Master Servicer shall, in the event
that
there shall not have been maintained on the related Mortgaged
Property a policy complying with the first sentence of this
Section
3.12(a) and there shall have been a loss which would have been
covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under the blanket policy because of
such deductible clause. Any such deposit by the Master Servicer
shall be made on the Certificate Account Deposit Date next
preceding
the Distribution Date which occurs in the month following the
month
in which payments under any such policy would have been deposited
in
the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at
its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and
omissions insurance policy covering the Master Servicer's
officers
and employees and other persons acting on behalf of the Master
Servicer in connection with its activities under this Agreement.
The amount of coverage shall be at least equal to the coverage
that
would be required by FNMA or FHLMC, whichever is greater, with
respect to the Master Servicer if the Master Servicer were
servicing
and administering the Mortgage Loans for FNMA or FHLMC. In the
event that any such bond or policy ceases to be in effect, the
Master Servicer shall obtain a comparable replacement bond or
policy
from an issuer or insurer, as the case may be, meeting the
requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond
obtained by an Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy the
requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or Subservicer, to the extent it
has
knowledge of such conveyance, shall enforce any due-on-sale
clause
contained in any Mortgage Note or Mortgage, to the extent
permitted
under applicable law and governmental regulations, but only to
the
extent that such enforcement will not adversely affect or
jeopardize
coverage under any Required Insurance Policy. Notwithstanding
the
foregoing:
(i) the Master Servicer shall not be deemed to
be in default under this Section 3.13(a) by reason of any
transfer or assumption which the Master Servicer is
restricted
by law from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause
contained
in any Mortgage Note or Mortgage, the Master Servicer shall
not be required to enforce the due-on-sale clause or to
contest such action.
(b) Subject to the Master Servicer's duty to enforce
any due-on-sale clause to the extent set forth in Section
3.13(a),
in any case in which a Mortgaged Property is to be conveyed to a
Person by a Mortgagor, and such Person is to enter into an
assumption or modification agreement or supplement to the
Mortgage
Note or Mortgage which requires the signature of the Trustee, or
if
an instrument of release signed by the Trustee is required
releasing
the Mortgagor from liability on the Mortgage Loan, the Master
Servicer is authorized, subject to the requirements of the
sentence
next following, to execute and deliver, on behalf of the Trustee,
the assumption agreement with the Person to whom the Mortgaged
Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments
as
are reasonable or necessary to carry out the terms of the
Mortgage
Note or Mortgage or otherwise to comply with any applicable laws
regarding assumptions or the transfer of the Mortgaged Property
to
such Person; provided, however, none of such terms and
requirements
shall both constitute a "significant modification" effecting an
exchange or reissuance of such Mortgage Loan under the Code (or
final, temporary or proposed Treasury regulations promulgated
thereunder) and cause either REMIC I or REMIC II to fail to
qualify
as a REMIC 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, reasonable or advisable, as shall be normal and usual
in
its general mortgage servicing activities and as shall be
required
or permitted by the Program Guide; provided that the Master
Servicer
shall not be liable in any respect hereunder if the Master
Servicer
is acting in connection with any such foreclosure or other
conversion in a manner that is consistent with the provisions of
this Agreement. The Master Servicer, however, shall not be
required
to expend its own funds in connection with any foreclosure, or
attempted foreclosure which is not completed, or towards the
restoration of any property unless it shall determine (i) that
such
restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of
one
or more Classes after reimbursement to itself for such expenses
and
(ii) that such expenses will be recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of
withdrawals
from the Custodial Account pursuant to Section 3.10, whether or
not
such expenses are actually recoverable from related Liquidation
Proceeds, Insurance Proceeds or REO Proceeds). In the event of a
determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement
of
its funds so expended pursuant to Section 3.10. Concurrently
with
the foregoing, the Master Servicer may pursue any remedies that
may
be available in connection with a breach of a representation and
warranty with respect to any such Mortgage Loan in accordance
with
Sections 2.03 and 2.04. However, the Master Servicer is not
required to continue to pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans and remedies in
connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to
the
Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of
all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer,
the Trustee or any Custodian, as the case may be, shall release
to
the Master Servicer the related Mortgage File and the Trustee
shall
execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse,
as
shall be necessary to vest in the Master Servicer or its
designee,
as the case may be, the related Mortgage Loan, and thereafter
such
Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding
the foregoing or any other provision of this Agreement, in the
Master Servicer's sole discretion with respect to any defaulted
Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be
deemed
to have occurred if substantially all amounts expected by the
Master
Servicer to be received in connection with the related defaulted
Mortgage Loan or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master
Servicer
may take into account minimal amounts of additional receipts
expected to be received or any estimated additional liquidation
expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property
is acquired by the Trust Fund as an REO Property by foreclosure
or
by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of
title
and cancellation of the related Mortgage Loan, such REO Property
shall (except as otherwise expressly provided herein) be
considered
to be an Outstanding Mortgage Loan held in the Trust Fund until
such
time as the REO Property shall be sold. Consistent with the
foregoing for purposes of all calculations hereunder so long as
such
REO Property shall be considered to be an Outstanding Mortgage
Loan
it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been
discharged,
such Mortgage Note and the related amortization schedule in
effect
at the time of any such acquisition of title (after giving effect
to
any previous Curtailments and before any adjustment thereto by
reason of any bankruptcy or similar proceeding or any moratorium
or
similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO
Property as aforesaid or otherwise in connection with a default
or
imminent default on a Mortgage Loan, the Master Servicer, on
behalf
of the Trust Fund, shall sell any REO Property either (i) within
two
years after its acquisition by the Trust Fund as determined for
the
purposes of Section 860G(a)(8) of the Code or (ii) prior to the
expiration of any extension to such two-year grace period which
is
requested on behalf of REMIC I by the Master Servicer (at the
expense of the Trust Fund) more than 60 days prior to the end of
such two-year grace period and granted by the Internal Revenue
Service, unless the Master Servicer has delivered to the Trustee
an
Opinion of Counsel, addressed to the Trustee and the Master
Servicer, to the effect that the holding by the Trust Fund of
such
REO Property subsequent to two years after its acquisition will
not
result in the imposition on REMIC I or REMIC II of taxes on
"prohibited transactions" as defined in Section 860F of the Code,
or
cause REMIC I or REMIC II to fail to qualify as a REMIC under
Federal law at any time that any Certificates, Uncertificated
REMIC
I Regular Interests or Uncertificated REMIC II Regular Interests
are
outstanding, in which case the Trust Fund may continue to hold
such
REO Property (subject to any conditions contained in such Opinion
of
Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining
such
Opinion of Counsel, as provided in Section 3.10. Notwithstanding
any other provision of this Agreement, no REO Property acquired
by
the Trust Fund shall be rented (or allowed to continue to be
rented)
or otherwise used by or on behalf of the Trust Fund in such a
manner
or pursuant to any terms that would (i) cause such REO Property
to
fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I or REMIC
II
to the imposition of any federal income taxes on the income
earned
from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has
agreed
to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage Loan
pursuant
to the terms of this Agreement, as well as any recovery resulting
from a collection of Liquidation Proceeds, Insurance Proceeds or
REO
Proceeds, will be applied in the following order of priority:
first,
to reimburse the Master Servicer or the related Subservicer in
accordance with Section 3.10(a)(ii); second, to the
Certificateholders to the extent of accrued and unpaid interest
on
the Mortgage Loan, and any related REO Imputed Interest, at the
Net
Mortgage Rate to the Due Date prior to the Distribution Date on
which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage
Loan
(or REO Property); fourth, to all Servicing Fees and Subservicing
Fees payable therefrom (and the Master Servicer and the
Subservicer
shall have no claims for any deficiencies with respect to such
fees
which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of
Mortgage Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately
notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all
amounts received or to be received in connection with such
payment
which are required to be deposited in the Custodial Account
pursuant
to Section 3.07 have been or will be so deposited), substantially
in
one of the forms attached hereto as Exhibit H requesting delivery
to
it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall promptly release, or cause the
Custodian
to release, the related Mortgage File to the Master Servicer.
The
Master Servicer is authorized to execute and deliver to the
Mortgagor the request for reconveyance, deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing
the
lien of the Mortgage, together with the Mortgage Note with, as
appropriate, written evidence of cancellation thereon. No
expenses
incurred in connection with any instrument of satisfaction or
deed
of reconveyance shall be chargeable to the Custodial Account or
the
Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the Master
Servicer
shall deliver to the Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms
attached as Exhibit H hereto, requesting that possession of all,
or
any document constituting part of, the Mortgage File be released
to
the Master Servicer and certifying as to the reason for such
release
and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any Required
Insurance Policy. Upon receipt of the foregoing, the Trustee
shall
deliver, or cause the Custodian to deliver, the Mortgage File or
any
document therein to the Master Servicer. The Master Servicer
shall
cause each Mortgage File or any document therein so released to
be
returned to the Trustee, or the Custodian as agent for the
Trustee
when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the
Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has
been delivered directly or through a Subservicer to an attorney,
or
to a public trustee or other public official as required by law,
for
purposes of initiating or pursuing legal action or other
proceedings
for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Master Servicer has delivered directly or
through a Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which
such Mortgage File or such document was delivered and the purpose
or
purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Trustee shall deliver the Request for Release
with respect thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the
Trustee's behalf shall execute and deliver to the Master
Servicer,
if necessary, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any
other
remedies or rights provided by the Mortgage Note or Mortgage or
otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Master
Servicer shall deliver to the Trustee a certificate of a
Servicing
Officer requesting that such pleadings or documents be executed
by
the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery
thereof
by the Trustee will not invalidate any insurance coverage under
any
Required Insurance Policy or invalidate or otherwise affect the
lien
of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii), (iv)
and (v) of Section 3.10(a), subject to clause (e) below. The
amount
of servicing compensation provided for in such clauses shall be
accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the
event that Liquidation Proceeds, Insurance Proceeds and REO
Proceeds
(net of amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition
exceed the unpaid principal balance of such Mortgage Loan plus
unpaid interest accrued thereon (including REO Imputed Interest)
at
the related Net Mortgage Rate, the Master Servicer shall be
entitled
to retain therefrom and to pay to itself and/or the related
Subservicer any Servicing Fee or Subservicing Fee considered to
be
accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment charges,
investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to the extent provided herein,
subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or
cause to be paid, all expenses incurred by it in connection with
its
servicing activities hereunder (including payment of premiums for
the Primary Insurance Policies, if any, to the extent such
premiums
are not required to be paid by the related Mortgagors, and the
fees
and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically
provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be transferred in whole or in part except in
connection with the transfer of all of its responsibilities and
obligations of the Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the
amount of servicing compensation that the Master Servicer shall
be
entitled to receive for its activities hereunder for the period
ending on each Distribution Date shall be reduced (not below
zero)
by an amount equal to Compensating Interest (if any) for such
Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing
Fee
to which the Master Servicer is entitled pursuant to Section
3.10(a)(iii); second, to any income or gain realized from any
investment of funds held in the Custodial Account or the
Certificate
Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(b), respectively; and third, to any
amounts
of servicing compensation to which the Master Servicer is
entitled
pursuant to Section 3.10(a)(v) or (vi). In making such
reduction,
the Master Servicer (i) will not withdraw from the Custodial
Account
any such amount representing all or a portion of the Servicing
Fee
to which it is entitled pursuant to Section 3.10(a)(iii); (ii)
will
not withdraw from the Custodial Account or Certificate Account
any
such amount to which it is entitled pursuant to Section 3.07(c)
or
4.01(b); and (iii) will not withdraw from the Custodial Account
any
such amount of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the
Company.
Not later than fifteen days after each Distribution
Date, the Master Servicer shall forward to the Trustee and the
Company a statement, certified by a Servicing Officer, setting
forth
the status of the Custodial Account as of the close of business
on
such Distribution Date as it relates to the Mortgage Loans and
showing, for the period covered by such statement, the aggregate
of
deposits in or withdrawals from the Custodial Account in respect
of
the Mortgage Loans for each category of deposit specified in
Section
3.07 and each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the
Trustee on or before March 31 of each year, beginning with the
first
March 31 that occurs at least six months after the Cut-off Date,
an
Officers' Certificate stating, as to each signer thereof, that
(i)
a review of the activities of the Master Servicer during the
preceding calendar year and of its performance under the pooling
and
servicing agreements, including this Agreement, has been made
under
such officers' supervision, (ii) to the best of such officers'
knowledge, based on such review, the Master Servicer has
fulfilled
all of its material obligations in all material respects
throughout
such year, or, if there has been a default in the fulfillment in
all
material respects of any such obligation relating to this
Agreement,
specifying each such default known to such officer and the nature
and status thereof and (iii) to the best of such officers'
knowledge, each Subservicer has fulfilled its material
obligations
under its Subservicing Agreement in all material respects, or if
there has been a material default in the fulfillment of such
obligations relating to this Agreement, specifying such default
known to such officer and the nature and status thereof.
Section 3.19. Annual Independent Public
Accountants' Servicing Report.
On or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after the Cut-off
Date, the Master Servicer at its expense shall cause a firm of
Independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement
to
the Company and the Trustee to the effect that such firm has
examined certain documents and records relating to the servicing
of
the mortgage loans under pooling and servicing agreements
(including
this Agreement) substantially similar one to another (such
statement
to have attached thereto a schedule setting forth the pooling and
servicing agreements covered thereby, including this Agreement)
and
that, on the basis of such examination conducted substantially in
compliance with the Uniform Single Audit Program for Mortgage
Bankers or the Audit Program for Mortgages serviced for FHLMC,
such
servicing has been conducted in compliance with such pooling and
servicing agreements except for such significant exceptions or
errors in records that, in the opinion of such firm, the Uniform
Single Audit Program for Mortgage Bankers or the Audit Program
for
Mortgages serviced for FHLMC requires it to report. In rendering
such statement, such firm may rely, as to matters relating to
direct
servicing of mortgage loans by Subservicers, upon comparable
statements for examinations conducted substantially in compliance
with the Uniform Single Audit Program for Mortgage Bankers or the
Audit Program for Mortgages serviced for FHLMC (rendered within
one
year of such statement) of Independent public accountants with
respect to the related Subservicer. For purposes of such
statement,
such firm may conclusively assume that all pooling and servicing
agreements among the Company, the Master Servicer and the Trustee
relating to Mortgage Pass-Through Certificates evidencing an
interest in first mortgage loans are substantially similar one to
another except for any such pooling and servicing agreement
which,
by its terms, specifically states otherwise.
Section 3.20. Rights of the Company in Respect of
the Master Servicer.
The Master Servicer shall afford the Company, upon
reasonable notice, during normal business hours access to all
records maintained by the Master Servicer in respect of its
rights
and obligations hereunder and access to officers of the Master
Servicer responsible for such obligations. Upon request, the
Master
Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer
possesses regarding its business, affairs, property and
condition,
financial or otherwise. The Master Servicer shall also cooperate
with all reasonable requests for information including, but not
limited to, notices, tapes and copies of files, regarding itself,
the Mortgage Loans or the Certificates from any Person or Persons
identified by the Company or Residential Funding. The Company
may,
but is not obligated to, enforce the obligations of the Master
Servicer hereunder and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the
Master
Servicer hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be
relieved
of any of its obligations hereunder by virtue of such performance
by
the Company or its designee. The Company shall not have any
responsibility or liability for any action or failure to act by
the
Master Servicer and is not obligated to supervise the performance
of
the Master Servicer under this Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown Funds in an account that
satisfies
the requirements for a Subservicing Account (the "Buydown
Account").
The Master Servicer shall cause the Subservicing Agreement to
require that upon receipt from the Mortgagor of the amount due on
a
Due Date for each Buydown Mortgage Loan, the Subservicer will
withdraw from the Buydown Account the predetermined amount that,
when added to the amount due on such date from the Mortgagor,
equals
the full Monthly Payment and transmit that amount in accordance
with
the terms of the Subservicing Agreement to the Master Servicer
together with the related payment made by the Mortgagor or
advanced
by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan
prepays such loan in its entirety during the period (the "Buydown
Period") when Buydown Funds are required to be applied to such
Buydown Mortgage Loan, the Subservicer shall be required to
withdraw
from the Buydown Account and remit any Buydown Funds remaining in
the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in
accordance with the related buydown agreement may reduce the
amount
required to be paid by the Mortgagor to fully prepay the related
Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults
on such Mortgage Loan during the Buydown Period and the property
securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any
related Primary Insurance Policy), the Subservicer shall be
required
to withdraw from the Buydown Account the Buydown Funds for such
Buydown Mortgage Loan still held in the Buydown Account and remit
the same to the Master Servicer in accordance with the terms of
the
Subservicing Agreement for deposit in the Custodial Account or,
if
instructed by the Master Servicer, pay to the insurer under any
related Primary Insurance Policy if the Mortgaged Property is
transferred to such insurer and such insurer pays all of the loss
incurred in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to reduce the
amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate Account in which the Master
Servicer shall cause to be deposited on behalf of the Trustee on
or
before 2:00 P.M. New York time on each Certificate Account
Deposit
Date by wire transfer of immediately available funds an amount
equal
to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in
the
Certificate Account pursuant to Section 3.12(a), (iii) any amount
required to be deposited in the Certificate Account pursuant to
Section 4.07, (iv) any amount required to be deposited in the
Certificate Account pursuant to Section 3.16(e), (v) any amount
required to be deposited in the Certificate Account pursuant to
Section 9.01 and (vi) all other amounts constituting the
Available
Distribution Amount for the immediately succeeding Distribution
Date.
(b) The Trustee shall, upon written request from the Master
Servicer, invest or cause the institution maintaining the
Certificate Account to invest the funds in the Certificate
Account
in Permitted Investments designated in the name of the Trustee
for
the benefit of the Certificateholders, which shall mature not
later
than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any
investment in the institution with which the Certificate Account
is
maintained may mature on such Distribution Date and (ii) any
other
investment may mature on such Distribution Date if the Trustee
shall
advance funds on such Distribution Date to the Certificate
Account
in the amount payable on such investment on such Distribution
Date,
pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or
disposed
of prior to maturity. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer and
shall
be subject to its withdrawal or order from time to time. The
amount
of any losses incurred in respect of any such investments shall
be
deposited in the Certificate Account by the Master Servicer out
of
its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Master Servicer on
behalf
of the Trustee or the Paying Agent appointed by the Trustee,
shall
distribute to the Master Servicer, in the case of a distribution
pursuant to Section 4.02(a)(iii), the amount required to be
distributed to the Master Servicer or a Subservicer pursuant to
Section 4.02(a)(iii), and to each Certificateholder of record on
the
next preceding Record Date (other than as provided in Section
9.01
respecting the final distribution) either in immediately
available
funds (by wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder has so notified
the
Master Servicer or the Paying Agent, as the case may be, or, if
such
Certificateholder has not so notified the Master Servicer or the
Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the
Certificate Register such Certificateholder's share (based on the
aggregate of the Percentage Interests represented by Certificates
of
the applicable Class held by such Holder) of the following
amounts,
in the following order of priority (subject to the provisions of
Section 4.02(b)), in each case to the extent of the Available
Distribution Amount:
(i) to the Class A Certificateholders and Class R
Certificateholders on a pro rata basis based on Accrued
Certificate Interest payable thereon, Accrued Certificate
Interest on such Classes of Certificates as applicable for
such Distribution Date, plus any Accrued Certificate
Interest
thereon remaining unpaid from any previous Distribution
Date,
except as provided below;
(ii) to the Class A Certificateholders (other than the
Class A-5 and Class A-6 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set forth
in
Section 4.02(b) 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, whether or not
received on or prior to the related Determination
Date, minus the principal portion of any Debt
Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant
to Section 2.03 or 2.04 during the related
Prepayment Period; and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(B), including without
limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the
related Prepayment Period (or deemed to have been
so received in accordance with Section 3.07(b))
to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14;
(B) with respect to each Mortgage Loan for which
a Cash Liquidation or 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 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;
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the aggregate of
all Principal Prepayments in Full and Curtailments received
in
the related Prepayment Period;
(D) any Excess Subordinate Principal Amount for
such Distribution Date;
(E) any amounts described in subsection (ii),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which remain
unpaid after application of amounts previously distributed
pursuant to this clause (E) to the extent that such amounts
are not attributable to Realized Losses which have been
allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the Class
M Certificates and Class B Certificates have not been
reduced
to zero; to the Master Servicer or a Subservicer, by
remitting
for deposit to the Custodial Account, to the extent of and
in
reimbursement for any Advances or Subservicer Advances
previously made with respect to any Mortgage Loan or REO
Property which remain unreimbursed in whole or in part
following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property, minus any such Advances that
were made with respect to delinquencies that ultimately
constituted Excess Special Hazard Losses, Excess Fraud
Losses,
Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon
remaining
unpaid from any previous Distribution Date, except as
provided
below;
(v) to the Holders of the Class M-1 Certificates, an
amount equal to the Subordinate Principal Distribution
Amount
for such Class of Certificates for such Distribution Date,
applied in reduction of the Certificate Principal Balance of
the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon
remaining
unpaid from any previous Distribution Date, except as
provided
below;
(vii) to the Holders of the Class M-2 Certificates, an
amount equal to the Subordinate Principal Distribution
Amount
for such Class of Certificates for such Distribution Date,
applied in reduction of the Certificate Principal Balance of
the Class M-2 Certificates;
(viii) to the Holders of the Class 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 the Subordinate Principal Distribution
Amount
for such Class of Certificates for such Distribution Date
applied in reduction of the Certificate Principal Balance of
the Class M-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 the Subordinate Principal Distribution
Amount
for such Class of Certificates for such Distribution Date
applied in reduction of the Certificate Principal Balance of
the Class B-1 Certificates;
(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 the Subordinate Principal Distribution
Amount
for such Class of Certificates for such Distribution Date
applied in reduction of the Certificate Principal Balance of
the Class B-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 the Subordinate Principal Distribution
Amount
for such Class of Certificates for such Distribution Date
applied in reduction of the Certificate Principal Balance of
the Class B-3 Certificates;
(xvi) to the Class A Certificateholders (other than the
Class A-5 and Class A-6 Certificateholders) and Class R
Certificateholders in the priority set forth in
Section 4.02(b), the portion, if any, of the Available
Distribution Amount remaining after the foregoing
distributions, applied to reduce the Certificate Principal
Balances of such Class A Certificates and Class R
Certificates, but in no event more than the sum of the
outstanding Certificate Principal Balances of the Class A
Certificates (other than the Class A-5 and Class A-6
Certificates) and Class R Certificates and thereafter to
each
Class of Class M Certificates then outstanding beginning
with
such Class with the lowest numerical designation, any
portion
of the Available Distribution Amount remaining after the
Class
A Certificates (other than the Class A-5 and Class A-6
Certificates) and Class R Certificates have been retired,
applied to reduce the Certificate Principal Balance of each
such Class of Class M Certificates, but in no event more
than
the outstanding Certificate Principal Balance of each such
Class of Class M Certificates; and thereafter to each such
Class of Class B Certificates then outstanding beginning
with
such Class with the lowest numerical designation, any
portion
of the Available Distribution Amount remaining after the
Class
M Certificates have been retired, applied to reduce the
Certificate Principal Balance of such Class of Class B
Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class B
Certificates thereof; and
(xvii) to the Class R-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-5 and Class A-6 Certificates) and Class R
Certificates on each Distribution Date occurring prior to the
occurrence of the Credit Support Depletion Date will be made as
follows:
(i) first, the Senior Principal Distribution Amount
shall be distributed concurrently to the Class R-I
Certificates and Class R-II Certificates, on a pro rata basis
in proportion to their respective Certificate Principal
Balances, until their respective Certificate Principal
Balances have been reduced to zero; and
(ii) second, the balance, if any, of the Senior
Principal Distribution Amount shall be distributed as
follows:
(A) first, 88.6726331923% and 11.3273668077% of such
balance concurrently to the Class A-1 Certificates and
Class A-3 Certificates, respectively, until the
Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero;
(B) second, 88.6726800975% and 11.3273199025% of such
balance concurrently to the Class A-2 Certificates and
Class A-3 Certificates, respectively, until the
Certificate Principal Balance of the Class A-2
Certificates has been reduced to zero;
(C) third, 9.9680412444% and 90.0319587556% of such
balance concurrently to the Class A-3 Certificates and
Class A-4 Certificates, respectively, until the
Certificate Principal Balance of the Class A-3
Certificates have been reduced to zero; and
(D) fourth, to the Class A-4 Certificates, until the
Certificate Principal Balances thereof has been reduced
to zero.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities relating to distributions as
described above in respect of principal among the Class A
Certificates and Class R Certificates will be disregarded and an
amount equal to the Senior Principal Distribution Amount will be
distributed to the Class A Certificates and Class R Certificates
pro
rata in accordance with their respective outstanding Certificate
Principal Balances.
(d) In addition to the foregoing distributions, with respect
to any Mortgage Loan that was previously the subject of a Cash
Liquidation or an REO Disposition that resulted in a Realized
Loss,
in the event that within two years of the date on which such
Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes
to
represent subsequent recoveries (net of any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically related to
such
Mortgage Loan (including, but not limited to, recoveries in
respect
of the representations and warranties made by the related Seller
pursuant to the applicable Seller's Agreement), the Master
Servicer
shall distribute such amounts to the applicable
Certificateholders
of the Class or Classes to which such Realized Loss was allocated
(with the amounts to be distributed allocated among such Classes
in
the same proportions as such Realized Loss was allocated),
subject
to the following. No such distribution shall be in an amount
that
would result in total distributions on the Certificates of any
such
Class in excess of the total amounts of principal and interest
that
would have been distributable thereon if such Cash Liquidation or
REO Disposition had occurred but had resulted in a Realized Loss
equal to zero. Notwithstanding the foregoing, no such
distribution
shall be made with respect to the Certificates of any Class to
the
extent that either (i) such Class was protected against the
related
Realized Loss pursuant to any instrument or fund established
under
Section 11.01(e) or (ii) such Class of Certificates has been
deposited into a separate trust fund or other structuring vehicle
and separate certificates or other instruments representing
interests therein have been issued in one or more classes, and
any
of such separate certificates or other instruments was protected
against the related Realized Loss pursuant to any limited
guaranty,
payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a
combination thereof. Any amount to be so distributed with
respect
to the Certificates of any Class shall be distributed by the
Master
Servicer to the Certificateholders of record as of the Record
Date
immediately preceding the date of such distribution, on a pro
rata
basis based on the Percentage Interest represented by each
Certificate of such Class as of such Record Date. Any amounts to
be
so distributed shall not be remitted to or distributed from the
Trust Fund, and shall constitute subsequent recoveries with
respect
to Mortgage Loans that are no longer assets of the Trust Fund.
(e) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof,
and
the Depository shall be responsible for crediting the amount of
such
distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository
Participant
shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of the Trustee, the Certificate
Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this
Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution with
respect
to any Class of Certificates will be made on the next
Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee
and
the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such
Class
of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such
Class
of Certificates will be made on such Distribution Date but only
upon
presentation and surrender of such Certificates at the office of
the
Trustee or as otherwise specified therein, and (ii) no interest
shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders do
not
surrender their Certificates for final cancellation, the Trustee
shall cause such funds to be withdrawn from the Certificate
Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date
the
Master Servicer shall forward to the Trustee and the Trustee
shall
forward by mail to each Holder, the Company and the Underwriter
a
statement setting forth the following information as to each
Class
of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate
amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to the
Certificateholders of such Class allocable to interest;
(iii) if the distribution to the Certificateholders of
such Class is less than the full amount that would be
distributable to such Certificateholders if there were
sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of
the Mortgage Loans after giving effect to the distribution of
principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of
each Class of Certificates, and each of the Senior, Class
M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Percentages, after giving effect to the amounts distributed
on
such Distribution Date, separately identifying any reduction
thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished
to it by Subservicers, the number and aggregate principal
balances of Mortgage Loans that are delinquent (A) one month,
(B) two months and (C) three months and the number and
aggregate principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such
Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the
calculation of such amounts;
(xii) the Pass-Through Rate on the Class A-6
Certificates for such Distribution Date;
(xiii) the occurrence of the Credit Support Depletion
Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv) the Senior Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such
Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to maturity of
the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts distributed
on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any manager of a
trust
fund consisting of some or all of the Certificates, upon
reasonable
request, such additional information as is reasonably obtainable
by
the Master Servicer at no additional expense to the Master
Servicer.
(b) Within a reasonable period of time after the end
of each calendar year, the Master Servicer shall prepare, or
cause
to be prepared, and the Trustee shall forward, or cause to be
forwarded, to each Person who at any time during the calendar
year
was the Holder of a Certificate, other than a Class R
Certificate,
a statement containing the information set forth in clauses (i)
and
(ii) of subsection (a) above aggregated for such calendar year or
applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer and
Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the
Master
Servicer and Trustee pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end
of each calendar year, the Master Servicer shall prepare, or
cause
to be prepared, and the Trustee shall forward, or cause to be
forwarded, to each Person who at any time during the calendar
year
was the Holder of a Class R Certificate, a statement containing
the
applicable distribution information provided pursuant to this
Section 4.03 aggregated for such calendar year or applicable
portion
thereof during which such Person was the Holder of a Class R
Certificate. Such obligation of the Master Servicer and Trustee
shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the
Master
Servicer and Trustee pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder,
the Master Servicer, as soon as reasonably practicable, shall
provide the requesting Certificateholder with such information as
is
necessary and appropriate, in the Master Servicer's sole
discretion,
for purposes of satisfying applicable reporting requirements
under
Rule 144A.
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances by
the Master Servicer.
(a) Prior to the close of business on the Business Day
next succeeding each Determination Date, the Master Servicer
shall
furnish a written statement to the Trustee, any Paying Agent and
the
Company (the information in such statement to be made available
to
Certificateholders by the Master Servicer on request) setting
forth
(i) the Available Distribution Amount and (ii) the amounts
required
to be withdrawn from the Custodial Account and deposited into the
Certificate Account on the immediately succeeding Certificate
Account Deposit Date pursuant to clause (iii) of Section 4.01(a).
The determination by the Master Servicer of such amounts shall,
in
the absence of obvious error, be presumptively deemed to be
correct
for all purposes hereunder and the Trustee shall be protected in
relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each
Certificate Account Deposit Date, the Master Servicer shall
either
(i) deposit in the Certificate Account from its own funds, or
funds
received therefor from the Subservicers, an amount equal to the
Advances to be made by the Master Servicer in respect of the
related
Distribution Date, which shall be in an aggregate amount equal to
the aggregate amount of Monthly Payments (with each interest
portion
thereof adjusted to the Net Mortgage Rate), less the amount of
any
related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Soldiers'
and Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations then in effect, on the Outstanding
Mortgage Loans as of the related Due Date, which Monthly Payments
were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it
would be a Nonrecoverable Advance, (ii) withdraw from amounts on
deposit in the Custodial Account and deposit in the Certificate
Account all or a portion of the Amount Held for Future
Distribution
in discharge of any such Advance, or (iii) make advances in the
form
of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution
so
used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any
future Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following
Distribution
Date. The Master Servicer shall be entitled to use any Advance
made
by a Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution
Date as part of the Advance made by the Master Servicer pursuant
to
this Section 4.04. The amount of any reimbursement pursuant to
Section 4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments
due but delinquent for previous Due Periods, which allocation
shall
be made, to the extent practicable, to Monthly Payments which
have
been delinquent for the longest period of time. Such allocations
shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to
Section 3.10.
The determination by the Master Servicer that it has
made a Nonrecoverable Advance or that any proposed Advance, if
made,
would constitute a Nonrecoverable Advance, shall be evidenced by
a
certificate of a Servicing Officer delivered to the Seller and
the
Trustee.
In the event that the Master Servicer determines as of
the Business Day preceding any Certificate Account Deposit Date
that
it will be unable to deposit in the Certificate Account an amount
equal to the Advance required to be made for the immediately
succeeding Distribution Date, it shall give notice to the Trustee
of
its inability to advance (such notice may be given by telecopy),
not
later than 3:00 P.M., New York time, on such Business Day,
specifying the portion of such amount that it will be unable to
deposit. Not later than 3:00 P.M., New York time, on the
Certificate Account Deposit Date the Trustee shall, unless by
12:00
Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master
Servicer shall have given notice pursuant to the preceding
sentence,
pursuant to Section 7.01, (a) terminate all of the rights and
obligations of the Master Servicer under this Agreement in
accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal
to
the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant
to this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer
shall determine the total amount of Realized Losses, if any, that
resulted from any Cash Liquidation, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period. The amount of each Realized Loss
shall
be evidenced by an Officers' Certificate. All Realized Losses,
other than Excess Special Hazard Losses, Excess Bankruptcy
Losses,
Excess Fraud Losses or Extraordinary Losses shall be allocated as
follows: first, to the Class B-3 Certificates until the
Certificate
Principal Balance thereof has been reduced to zero; second, to
the
Class B-2 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; third, to the Class B-1
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero;
fifth, to the Class M-2 Certificates until the Certificate
Principal
Balance thereof has been reduced to zero; sixth, to the Class M-1
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; and, thereafter, to the Class A
Certificates
and Class R Certificates on a pro rata basis, as described below.
Any Excess Special Hazard Losses, Excess Bankruptcy Losses,
Excess
Fraud Losses and Extraordinary Losses will be allocated among the
Class A, Class M, Class B and Class R Certificates on a pro rata
basis, as described below.
As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or more specified Classes of
Certificates
means an allocation on a pro rata basis, among the various
Classes
so specified, to each such Class of Certificates on the basis of
their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution
Date
in the case of the principal portion of a Realized Loss or based
on
the Accrued Certificate Interest thereon (without regard to any
Compensating Interest for such Distribution Date) in the case of
an
interest portion of a Realized Loss. Except as provided in the
following sentence, any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to a Class
of
Certificates shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated, which allocation
shall
be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other
than
Debt Service Reductions) to the Class of Class B Certificates
then
outstanding with the highest numerical designation or, after the
Certificate Principal Balances of the Class B Certificates have
been
reduced to zero, to the Class of Class M Certificates then
outstanding with the highest numerical designation shall be made
by
operation of the definition of "Certificate Principal Balance"
and
by operation of the provisions of Section 4.02(a). Allocations
of
the interest portions of Realized Losses shall be made by
operation
of the definition of "Accrued Certificate Interest" and by
operation
of the provisions of Section 4.02(a). Allocations of the
principal
portion of Debt Service Reductions shall be made by operation of
the
provisions of Section 4.02(a). All Realized Losses and all other
losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates of such Class in proportion to
the
Percentage Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file
information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of
foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness
income
with respect to any Mortgaged Property required by Sections
6050H,
6050J and 6050P, respectively, of the Code, and deliver to the
Trustee an Officers' Certificate stating that such reports have
been
filed. Such reports shall be in form and substance sufficient to
meet the reporting requirements imposed by Sections 6050H, 6050J
and
6050P of the Code.
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment
by 90 days or more, the Master Servicer may, at its option,
purchase
such Mortgage Loan from the Trustee at the Purchase Price
therefor.
If at any time the Master Servicer makes a payment to the
Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating
that
the amount of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Master Servicer without
recourse
to the Master Servicer which shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall
be
an assignment outright and not for security. The Master Servicer
will thereupon own such Mortgage Loan, and all such security and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
Section 4.08. Distributions on the Uncertificated
REMIC 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 M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates
under Section 4.02(a), as allocated thereto pursuant to
Section 4.02(a), (b) and (c).
(b) The amount described in Section 4.08(a)(ii) shall
be deemed distributed to (i) Uncertificated REMIC I Regular
Interest
X and (ii) Uncertificated REMIC I Regular Interest Y,
respectively,
with the amount to be distributed allocated among such interests
in
accordance with the priority assigned to the (i) Class A-1
Certificates and (ii) Class A-2, Class A-3, Class A-4, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II
Certificates, respectively, under Section 4.02(a) 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(a), (b)
and
(c).
(d) In determining from time to time the
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 Certificates and Class
A-
5 Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest X; Realized Losses
allocated
to the Class A-2, Class A-3, Class A-4, Class M-1, Class M-2,
Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates
under Section 4.05 shall be deemed allocated to Uncertificated
REMIC
I Regular Interest Y; and Realized Losses allocated to the Class
A-6
Certificates under Section 4.05 with respect to any Mortgage Loan
shall be deemed allocated to the related Uncertificated REMIC I
Regular Interest Z and to the related Uncertificated REMIC II
Regular Interest.
(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), (b) and (c), to the Class A-1, Class A-2, Class
A-
3, Class A-4, Class A-5, Uncertificated REMIC II Regular
Interests,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and
Class R-II Certificates the amounts distributable thereon, from
the
Uncertificated REMIC I Regular Interest Distribution Amounts
deemed
to have been received by REMIC II from REMIC I under this Section
4.08. The amount deemed distributable hereunder with respect to
the
Class A-6 Certificates shall equal 100% of the amounts payable
with
respect to the Uncertificated REMIC 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-5, Class A-6 and Class R Certificates, shall be
issuable
in minimum dollar denominations of $25,000 (or $250,000 in the
case
of the Class M-2, Class M-3 and Class B Certificates) and
integral
multiples of $1 (or $1,000 in the case of the Class M-1, Class
M-2,
Class M-3 and Class B Certificates) in excess thereof, except
that
one Certificate of the Class M-1, Class B-2 and Class B-3
Certificates may be issued in a denomination equal to the
denomination set forth as follows for such Class or the sum of
such
denomination and an integral multiple of $1,000:
Class M-1: $ 34,400.00
Class B-3: $260,571.55
Class B-2: $408,600.00
The Class A-5, Class A-6 and Class R Certificates shall
be issuable in minimum denominations of not less than a 20%
Percentage Interest; provided, however, that one Class R-I and
one
Class R-II Certificate will be issuable to Residential Funding as
"tax matters person" pursuant to Section 10.01(c) in a minimum
denomination representing a Percentage Interest of not less than
0.01%.
The Certificates shall be executed by manual or
facsimile signature on behalf of an authorized officer of the
Trustee. Certificates bearing the manual or facsimile signatures
of
individuals who were at any time the proper officers of the
Trustee
shall bind the Trustee, notwithstanding that such individuals or
any
of them have ceased to hold such offices prior to the
authentication
and delivery of such Certificate or did not hold such offices at
the
date of such Certificates. No Certificate shall be entitled to
any
benefit under this Agreement, or be valid for any purpose, unless
there appears on such Certificate a certificate of authentication
substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate
upon
any Certificate shall be conclusive evidence, and the only
evidence,
that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their
authentication.
(b) The Class A-1, Class A-2, Class A-3 and Class A-4
Certificates shall initially be issued as one or more
Certificates
registered in the name of the Depository or its nominee and,
except
as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that
agrees
to hold such Certificates for the respective Certificate Owners
with
Ownership Interests therein. The Certificate Owners shall hold
their respective Ownership Interests in and to the Class A-1,
Class A-2, Class A-3 and Class A-4 Certificates through the book-
entry facilities of the Depository and, except as provided below,
shall not be entitled to Definitive Certificates in respect of
such
Ownership Interests. All transfers by Certificate Owners of
their
respective Ownership Interests in the Book-Entry Certificates
shall
be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer
the
Ownership Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which
it
acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Company may for
all purposes (including the making of payments due on the
respective
Classes of Book-Entry Certificates) deal with the Depository as
the
authorized representative of the Certificate Owners with respect
to
the respective Classes of Book-Entry Certificates for the
purposes
of exercising the rights of Certificateholders hereunder. The
rights of Certificate Owners with respect to the respective
Classes
of Book-Entry Certificates shall be limited to those established
by
law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of any Class of Book-Entry
Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable
record
date in connection with solicitations of consents from or voting
by
Certificateholders and shall give notice to the Depository of
such
record date.
If (i)(A) the Company advises the Trustee in writing
that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and (B) the Company
is
unable to locate a qualified successor or (ii) the Company at its
option advises the Trustee in writing that it elects to terminate
the book-entry system through the Depository, the Trustee shall
notify all Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of
Definitive
Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue
the
Definitive Certificates. Such Definitive Certificates will be
issued in minimum denominations of $25,000, except that any
beneficial ownership interest that was represented by a
Book-Entry
Certificate in an amount less than $25,000 immediately prior to
the
issuance of a Definitive Certificate shall be issued in a minimum
denomination equal to the amount represented by such beneficial
ownership interest. Neither the Company, the Master Servicer nor
the Trustee shall be liable for any actions taken by the
Depository
or its nominee, including, without limitation, any delay in
delivery
of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations
imposed
upon or to be performed by the Company in connection with the
issuance of the Definitive Certificates pursuant to this Section
5.01 shall be deemed to be imposed upon and performed by the
Trustee, and the Trustee and the Master Servicer shall recognize
the
Holders of the Definitive Certificates as Certificateholders
hereunder.
Section 5.02. Registration of Transfer and Exchange
of Certificates.
(a) The Trustee shall cause to be kept at one of the
offices or agencies to be appointed by the Trustee in accordance
with the provisions of Section 8.12 a Certificate Register in
which,
subject to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The
Trustee is initially appointed Certificate Registrar for the
purpose
of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate Registrar, or
the
Trustee, shall provide the Master Servicer with a certified list
of
Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for
such purpose pursuant to Section 8.12 and, in the case of any
Class
M, Class B or Class R Certificate, upon satisfaction of the
conditions set forth below, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in the name
of
the designated transferee or transferees, one or more new
Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders,
Certificates may be exchanged for other Certificates of
authorized
denominations of a like Class and aggregate Percentage Interest,
upon surrender of the Certificates to be exchanged at any such
office or agency. Whenever any Certificates are so surrendered
for
exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class
which
the Certificateholder making the exchange is entitled to receive.
Every Certificate presented or surrendered for transfer or
exchange
shall (if so required by the Trustee or the Certificate
Registrar)
be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder thereof or his attorney
duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of
a Class B Certificate shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said
Act and laws. Except as otherwise provided in this Section
5.02(d),
in the event that a transfer of a Class B Certificate is to be
made
(i) unless the Company directs the Trustee otherwise, the Trustee
shall require a written Opinion of Counsel acceptable to and in
form
and substance satisfactory to the Trustee and the Company that
such
transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and
laws
or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or
the
Master Servicer, and (ii) the Trustee shall require the
transferee
to execute a representation letter, substantially in the form of
Exhibit J hereto, and the Trustee shall require the transferor to
execute a representation letter, substantially in the form of
Exhibit K hereto, each acceptable to and in form and substance
satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer,
which
representation letters shall not be an expense of the Trustee,
the
Company or the Master Servicer. In lieu of the requirements set
forth in the preceding sentence, transfers of Class B
Certificates
may be made in accordance with this Section 5.02(d) if the
prospective transferee of such a Certificate provides the Trustee
and the Master Servicer with an investment letter substantially
in
the form of Exhibit L attached hereto, which investment letter
shall
not be an expense of the Trustee, the Company, or the Master
Servicer, and which investment letter states that, among other
things, such transferee (i) is a "qualified institutional buyer"
as
defined under Rule 144A, acting for its own account or the
accounts
of other "qualified institutional buyers" as defined under Rule
144A, and (ii) is aware that the proposed transferror intends to
rely on the exemption from registration requirements under the
1933
Act provided by Rule 144A. The Holder of a Class B Certificate
desiring to effect any transfer, sale, pledge or other
disposition
shall, and does hereby agree to, indemnify the Trustee, the
Company,
the Master Servicer and the Certificate Registrar against any
liability that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in accordance with
such
federal and state laws and this Agreement.
(e) In the case of any Class M, Class B or Class R
Certificate presented for registration in the name of an employee
benefit plan or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974,
as amended ("ERISA") or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), an investment manager,
a
named fiduciary or a trustee of any such plan or any other Person
who is using "plan assets" of any plan to effect such
acquisition,
unless otherwise directed by the Company, the Trustee shall
require
an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer
to
the effect that the purchase or holding of a Class M, Class B or
Class R Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under
Section 406 of ERISA or Section 4975 of the Code, and will not
subject the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities
under
ERISA or Section 4975 of the Code) in addition to those
undertaken
in this Agreement or any other liability, which Opinion of
Counsel
shall not be an expense of the Trustee, the Company or the Master
Servicer. The Trustee may require that any prospective
transferee
of a Class M, Class B or Class R Certificate provide such
certifications as the Trustee may deem desirable or necessary in
order to establish that such transferee or the Person in whose
name
such registration is requested is not an employee benefit plan or
other plan subject to the prohibited transaction provisions of
ERISA
or Section 4975 of the Code, an investment manager, a named
fiduciary or a trustee of any such plan, or any other Person who
is
using "plan assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any
Ownership Interest in a Class R Certificate shall be deemed by
the
acceptance or acquisition of such Ownership Interest to have
agreed
to be bound by the following provisions and to have irrevocably
authorized the Trustee or its designee under clause (iii)(A)
below
to deliver payments to a Person other than such Person and to
negotiate the terms of any mandatory sale under clause (iii)(B)
below and to execute all instruments of transfer and to do all
other
things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change
or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee
shall
require delivery to it, and shall not register the Transfer
of
any Class R Certificate until its receipt of, (I) an
affidavit
and agreement (a "Transfer Affidavit and Agreement," in the
form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things,
that it is a United States Person and a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Class
R Certificate that is the subject of the proposed Transfer as
a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will endeavor
to remain a Permitted Transferee, and that it has reviewed
the
provisions of this Section 5.02(f) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as
Exhibit I-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things,
that no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under clause
(B) above, if a Responsible Officer of the Trustee who is
assigned to this Agreement has actual knowledge that the
proposed Transferee is not a United States Person or not a
Permitted Transferee, no Transfer of an Ownership Interest in
a Class R Certificate to such proposed Transferee shall be
effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require
a Transfer Affidavit and Agreement from any other Person to
whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its
Ownership
Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Trustee
written notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any
Class R Certificate only if it shall have received the Transfer
Affidavit and Agreement, a certificate of the Holder requesting
such
transfer in the form attached hereto as Exhibit I-2 and all of
such
other documents as shall have been reasonably required by the
Trustee as a condition to such registration. Transfers of the
Class
R Certificates to Non-United States Persons and "Disqualified
Organizations" (as defined in Section 860E(c)(5) of the Code) are
prohibited.
(iii) (A) If any "Disqualified Organization" (as
defined in Section 860E(c)(5) of the Code) shall become a holder
of
a Class R Certificate, then the last preceding Permitted
Transferee
shall be restored, to the extent permitted by law, to all rights
and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall
be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments
due
on such Certificate to the holder thereof or for taking any other
action with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder
of a Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive
restoration
of the rights of the Holder of such Class R Certificate as
described
in clause (iii)(A) above shall be invalid, illegal or
unenforceable,
then the Master Servicer shall have the right, without notice to
the
holder or any prior holder of such Class R Certificate, to sell
such
Class R Certificate to a purchaser selected by the Master
Servicer
on such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or
any
Affiliate of the Master Servicer. The proceeds of such sale, net
of
the commissions (which may include commissions payable to the
Master
Servicer or its Affiliates), expenses and taxes due, if any, will
be
remitted by the Master Servicer to such purported Transferee.
The
terms and conditions of any sale under this clause (iii)(B) shall
be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee,
shall
make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of
the Transfer of an Ownership Interest in a Class R Certificate to
any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificate required to be provided to the Internal Revenue
Service
and certain Persons as described in Treasury regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any
regulated investment company, real estate investment trust,
common
trust fund, partnership, trust, estate or organization described
in
Section 1381 of the Code that holds an Ownership Interest in a
Class
R Certificate having as among its record holders at any time any
Person who is a Disqualified Organization. Reasonable
compensation
for providing such information may be required by the Master
Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth
prior to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or elimination
of such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned
to
such Certificates as of the Closing Date by such Rating
Agency; and
(B) a certificate of the Master Servicer stating that
the Master Servicer has received an Opinion of Counsel, in
form and substance satisfactory to the Master Servicer, to
the
effect that such modification, addition to or absence of such
provisions will not cause REMIC I or REMIC II to cease to
qualify as a REMIC and will not cause (x) REMIC I or REMIC II
to be subject to an entity-level tax caused by the Transfer
of
any Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person to
be subject to a REMIC-related tax caused by the Transfer of a
Class R Certificate to a Person that is not a United States
Person and a Permitted Transferee.
(h) No service charge shall be made for any transfer
or exchange of Certificates of any Class, but the Trustee may
require payment of a sum sufficient to cover any tax or
governmental
charge that may be imposed in connection with any transfer or
exchange of Certificates.
(i) All Certificates surrendered for transfer and
exchange shall be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Trustee and the Certificate
Registrar
receive evidence to their satisfaction of the destruction, loss
or
theft of any Certificate, and (ii) there is delivered to the
Trustee
and the Certificate Registrar such security or indemnity as may
be
required by them to save each of them harmless, then, in the
absence
of notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the
Trustee
shall execute and the Certificate Registrar shall authenticate
and
deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like
tenor, Class and Percentage Interest but bearing a number not
contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the
payment
of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee and the
Certificate
Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and
indefeasible
evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be
found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for
registration of transfer, the Company, the Master Servicer, the
Trustee, the Certificate Registrar and any agent of the Company,
the
Master Servicer, the Trustee or the Certificate Registrar may
treat
the Person in whose name any Certificate is registered as the
owner
of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever,
and
neither the Company, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar shall be
affected
by notice to the contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose
of making distributions to Certificateholders pursuant to Section
4.02. In the event of any such appointment, on or prior to each
Distribution Date the Master Servicer on behalf of the Trustee
shall
deposit or cause to be deposited with the Paying Agent a sum
sufficient to make the payments to Certificateholders in the
amounts
and in the manner provided for in Section 4.02, such sum to be
held
in trust for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in trust
for
the benefit of the Certificateholders entitled thereto until such
sums shall be paid to such Certificateholders. Any sums so held
by
such Paying Agent shall be held only in Eligible Accounts to the
extent such sums are not distributed to the Certificateholders on
the date of receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated
Principal Balance is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans, either the Master
Servicer
or the Company shall have the right, at its option, to purchase
the
Certificates in whole, but not in part, at a price equal to the
outstanding Certificate Principal Balance of such Certificates
plus
the sum of one month's Accrued Certificate Interest thereon and
any
previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable,
shall give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that it will purchase the Certificates
pursuant to Section 5.06(a). Notice of any such purchase,
specifying the Distribution Date upon which the Holders may
surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which purchase of
the Certificates is anticipated to be made upon presentation
and surrender of such Certificates at the office or agency of
the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable
to
such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at
the office or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master Servicer or the Company, as
applicable,
shall deposit in the Certificate Account before the Distribution
Date on which the purchase pursuant to Section 5.06(a) is to be
made, in immediately available funds, an amount equal to the
purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the
Certificates to be purchased pursuant to Section 5.06(a) by the
Holders thereof, the Trustee shall distribute to such Holders an
amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest
thereon and any previously unpaid Accrued Certificate Interest
with
respect thereto.
(d) In the event that any Certificateholders do not
surrender their Certificates on or before the Distribution Date
on
which a purchase pursuant to this Section 5.06 is to be made, the
Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company,
as
applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of
such
Certificateholders, and the Master Servicer or the Company, as
applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the
second
notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed
by the Master Servicer or the Company, as applicable, to contact
the
Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow
account and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within nine
months after the second notice any Certificates shall not have
been
surrendered for cancellation in accordance with this Section
5.06,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the Holders thereof and
the
Master Servicer or the Company, as applicable, shall thereafter
hold
such amounts until distributed to such Holders. No interest
shall
accrue or be payable to any Certificateholder on any amount held
in
the escrow account or by the Master Servicer or the Company, as
applicable, as a result of such Certificateholder's failure to
surrender its Certificate(s) for payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the
Distribution Date on which a purchase pursuant to this Section
5.06
occurs as provided above will be deemed to have been purchased
and
the Holder as of such date will have no rights with respect
thereto
except to receive the purchase price therefor minus any costs and
expenses associated with such escrow account and notices
allocated
thereto. Any Certificates so purchased or deemed to have been
purchased on such Distribution Date shall remain outstanding
hereunder. The Master Servicer or the Company, as applicable,
shall
be for all purposes the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer.
The Company and the Master Servicer shall each be liable
in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by the
Company and the Master Servicer herein. By way of illustration
and
not limitation, the Company is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by
Section
7.01 or Section 10.01 to assume any obligations of the Master
Servicer or to appoint a designee to assume such obligations, nor
is
it liable for any other obligation hereunder that it may, but is
not
obligated to, assume unless it elects to assume such obligation
in
accordance herewith.
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep
in full effect its existence, rights and franchises as a
corporation
under the laws of the state of its incorporation, and will each
obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is
or
shall be necessary to protect the validity and enforceability of
this Agreement, the Certificates or any of the Mortgage Loans and
to
perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master
Servicer may be merged or consolidated, or any corporation
resulting
from any merger or consolidation to which the Company or the
Master
Servicer shall be a party, or any Person succeeding to the
business
of the Company or the Master Servicer, shall be the successor of
the
Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the successor
or
surviving Person to the Master Servicer shall be qualified to
service mortgage loans on behalf of FNMA or FHLMC; and provided
further that each Rating Agency's ratings, if any, of the Class
A,
Class M, Class B or Class R Certificates in effect immediately
prior
to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such
effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02
and Section 6.04 to the contrary, the Master Servicer may assign
its
rights and delegate its duties and obligations under this
Agreement;
provided that the Person accepting such assignment or delegation
shall be a Person which is qualified to service mortgage loans on
behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee
and the Company, is willing to service the Mortgage Loans and
executes and delivers to the Company and the Trustee an
agreement,
in form and substance reasonably satisfactory to the Company and
the
Trustee, which contains an assumption by such Person of the due
and
punctual performance and observance of each covenant and
condition
to be performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's rating of
the
Classes of Certificates that have been rated in effect
immediately
prior to such assignment and delegation will not be qualified,
reduced or withdrawn as a result of such assignment and
delegation
(as evidenced by a letter to such effect from each Rating
Agency).
In the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this
Agreement, except that the Master Servicer shall remain liable
for
all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the
Master Servicer shall be under any liability to the Trust Fund or
the Certificateholders for any action taken or for refraining
from
the taking of any action in good faith pursuant to this
Agreement,
or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Master Servicer or any such
Person against any breach of warranties or representations made
herein or any liability which would otherwise be imposed by
reason
of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Company, the Master
Servicer
and any director, officer, employee or agent of the Company or
the
Master Servicer may rely in good faith on any document of any
kind
prima facie properly executed and submitted by any Person
respecting
any matters arising hereunder. The Company, the Master Servicer
and
any director, officer, employee or agent of the Company or the
Master Servicer shall be indemnified by the Trust Fund and held
harmless against any loss, liability or expense incurred in
connection with any legal action relating to this Agreement or
the
Certificates, other than any loss, liability or expense related
to
any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable
pursuant
to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in
the
performance of duties hereunder or by reason of reckless
disregard
of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be
under any obligation to appear in, prosecute or defend any legal
or
administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and
which in its opinion may involve it in any expense or liability;
provided, however, that the Company or the Master Servicer may in
its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto
and
the interests of the Certificateholders hereunder. In such
event,
the legal expenses and costs of such action, proceeding, hearing
or
examination and any liability resulting therefrom shall be
expenses,
costs and liabilities of the Trust Fund, and the Company and the
Master Servicer shall be entitled to be reimbursed therefor out
of
amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following such reimbursement, the aggregate
of
such expenses and costs shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in
the
same manner as if such expenses and costs constituted a
Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to
Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be
evidenced
by an Opinion of Counsel to such effect delivered to the Trustee.
No such resignation by the Master Servicer shall become effective
until the Trustee or a successor servicer shall have assumed the
Master Servicer's responsibilities and obligations in accordance
with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of
the following events (whatever reason for such Event of Default
and
whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of
any
court or any order, rule or regulation of any administrative or
governmental body):
(i) the Master Servicer shall fail to distribute or
cause to be distributed to Holders of Certificates of any
Class any distribution required to be made under the terms of
the Certificates of such Class and this Agreement and, in
either case, such failure shall continue unremedied for a
period of 5 days after the date upon which written notice of
such failure, requiring such failure to be remedied, shall
have been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the
Trustee
by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or
perform in any material respect any other of the covenants or
agreements on the part of the Master Servicer contained in
the
Certificates of any Class or in this Agreement and such
failure shall continue unremedied for a period of 30 days
(except that such number of days shall be 15 in the case of a
failure to pay the premium for any Required Insurance Policy)
after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company, or to the
Master Servicer, the Company and the Trustee by the Holders
of
Certificates of any Class evidencing, as to such Class,
Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or
similar proceedings, or for the winding-up or liquidation of
its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in
force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and
liabilities, or similar proceedings of, or relating to, the
Master Servicer or of, or relating to, all or substantially
all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file
a petition to take advantage of, or commence a voluntary case
under, any applicable insolvency or reorganization statute,
make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of
this Section shall occur, then, and in each and every such case,
so
long as such Event of Default shall not have been remedied,
either
the Company or the Trustee may, and at the direction of Holders
of
Certificates entitled to at least 51% of the Voting Rights, the
Trustee shall, by notice in writing to the Master Servicer (and
to
the Company if given by the Trustee or to the Trustee if given by
the Company), terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to
the
Master Servicer and the Company, immediately terminate all of the
rights and obligations of the Master Servicer under this
Agreement
and in and to the Mortgage Loans and the proceeds thereof, other
than its rights as a Certificateholder hereunder as provided in
Section 4.04(b). On or after the receipt by the Master Servicer
of
such written notice, all authority and power of the Master
Servicer
under this Agreement, whether with respect to the Certificates
(other than as a Holder thereof) or the Mortgage Loans or
otherwise,
shall subject to Section 7.02 pass to and be vested in the
Trustee
or the Trustee's designee appointed pursuant to Section 7.02;
and,
without limitation, the Trustee is hereby authorized and
empowered
to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the
Trustee
in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time
be
credited to the Custodial Account or the Certificate Account or
thereafter be received with respect to the Mortgage Loans. No
such
termination shall release the Master Servicer for any liability
that
it would otherwise have hereunder for any act or omission prior
to
the effective time of such termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late
collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such
notice, that portion to which Residential Funding would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well
as
its Servicing Fee in respect thereof, and any other amounts
payable
to Residential Funding hereunder the entitlement to which arose
prior to the termination of its activities hereunder. Upon the
termination of Residential Funding as Master Servicer hereunder
the
Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer receives a
notice of termination pursuant to Section 7.01 or resigns in
accordance with Section 6.04, the Trustee or, upon notice to the
Company and with the Company's consent (which shall not be
unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all
respects
to the Master Servicer in its capacity as servicer under this
Agreement and the transactions set forth or provided for herein
and
shall be subject to all the responsibilities, duties and
liabilities
relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections
2.02
and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to
deposit amounts in respect of losses incurred prior to such
notice
or termination on the investment of funds in the Custodial
Account
or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b)
by the terms and provisions hereof); provided, however, that any
failure to perform such duties or responsibilities caused by the
preceding Master Servicer's failure to provide information
required
by Section 4.04 shall not be considered a default by the Trustee
hereunder. As compensation therefor, the Trustee shall be
entitled
to all funds relating to the Mortgage Loans which the Master
Servicer would have been entitled to charge to the Custodial
Account
or the Certificate Account if the Master Servicer had continued
to
act hereunder and, in addition, shall be entitled to the income
from
any Permitted Investments made with amounts attributable to the
Mortgage Loans held in the Custodial Account or the Certificate
Account. If the Trustee has become the successor to the Master
Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be
unwilling
to so act, or shall, if it is unable to so act, appoint, or
petition
a court of competent jurisdiction to appoint, any established
housing and home finance institution, which is also a FNMA- or
FHLMC-approved mortgage servicing institution, having a net worth
of
not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer
hereunder. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee shall become successor to the
Master
Servicer and shall act in such capacity as hereinabove provided.
In
connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out
of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of
that permitted the initial Master Servicer hereunder. The
Company,
the Trustee, the Custodian and such successor shall take such
action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Servicing Fee for any
successor
Master Servicer appointed pursuant to this Section 7.02 will be
lowered with respect to those Mortgage Loans, if any, where the
Subservicing Fee accrues at a rate of less than 0.20% per annum
in
the event that the successor Master Servicer is not servicing
such
Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a
Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event
of Default, the Trustee shall transmit by mail to all Holders of
Certificates notice of each such Event of Default hereunder known
to
the Trustee, unless such Event of Default shall have been cured
or
waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting
Rights of Certificates affected by a default or Event of Default
hereunder, may waive such default or Event of Default; provided,
however, that (a) a default or Event of Default under clause (i)
of
Section 7.01 may be waived only by all of the Holders of
Certificates affected by such default or Event of Default and (b)
no
waiver pursuant to this Section 7.04 shall affect the Holders of
Certificates in the manner set forth in Section 11.01(b)(i), (ii)
or
(iii). Upon any such waiver of a default or Event of Default by
the
Holders representing the requisite percentage of Voting Rights of
Certificates affected by such default or Event of Default, such
default or Event of Default shall cease to exist and shall be
deemed
to have been remedied for every purpose hereunder. No such
waiver
shall extend to any subsequent or other default or Event of
Default
or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event
of Default and after the curing of all Events of Default which
may
have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. In case
an
Event of Default has occurred (which has not been cured or
waived),
the Trustee shall exercise such of the rights and powers vested
in
it by this Agreement, and use the same degree of care and skill
in
their exercise as a prudent investor would exercise or use under
the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to
the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially
conform to the requirements of this Agreement in the event that
the
Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a
timely fashion the notices, reports and statements required to be
forwarded by the Trustee pursuant to Sections 4.03, 4.06, 7.03
and
10.01. The Trustee shall furnish in a timely fashion to the
Master
Servicer such information as the Master Servicer may reasonably
request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and
agrees that it shall perform its obligations hereunder in a
manner
so as to maintain the status of 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
REMIC I or REMIC II or its assets or transactions including,
without
limitation, (A) "prohibited transaction" penalty taxes as defined
in
Section 860F of the Code, if, when and as the same shall be due
and
payable, (B) any tax on contributions to a REMIC after the
Closing
Date imposed by Section 860G(d) of the Code and (C) any tax on
"net
income from foreclosure property" as defined in Section 860G(c)
of
the Code, but only if such taxes arise out of a breach by the
Trustee of its obligations hereunder, which breach constitutes
negligence or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the
Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected
in acting or refraining from acting upon any resolution,
Officers' Certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been signed
or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any
Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall be under no obligation
to
exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in
it
by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise
or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable
for any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of
Default hereunder and after the curing of all Events of
Default which may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing
so to do by Holders of Certificates of any Class evidencing,
as to such Class, Percentage Interests, aggregating not less
than 50%; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to
it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Master Servicer, if an
Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys provided that
the Trustee shall remain liable for any acts of such agents
or
attorneys; and
(vii) To the extent authorized under the Code
and
the regulations promulgated thereunder, each Holder of a
Class
R Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing
any
Tax Returns required to be filed on behalf of REMIC I or
REMIC
II. The Trustee shall sign on behalf of REMIC I and REMIC II
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 REMIC I or
REMIC
II 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 One First National Plaza, Suite
0126, Chicago, Illinois 60670-0126 for the purpose of keeping the
Certificate Register. The Trustee will maintain an office at the
address stated in Section 11.05(c) hereof where notices and
demands
to or upon the Trustee in respect of this Agreement may be
served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective
obligations and responsibilities of the Company, the Master
Servicer
and the Trustee created hereby in respect of the Certificates
(other
than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the
obligation
of the Company to send certain notices as hereinafter set forth)
shall terminate upon the last action required to be taken by the
Trustee on the Final Distribution Date pursuant to this Article
IX
following the earlier of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Fund or the disposition
of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the
Company of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each
Mortgage Loan or, if less than such unpaid principal balance,
the fair market value of the related underlying property of
such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired, (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus
accrued interest thereon at the Net Mortgage Rate to, but not
including, the first day of the month in which such
repurchase
price is distributed, provided, however, that in no event
shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date
hereof and provided further that the purchase price set forth
above shall be increased as is necessary, as determined by
the
Master Servicer, to avoid disqualification of REMIC I and
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 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 the
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, upon
presentation and surrender of the Certificates by the
Certificateholders thereof, and in the case of the 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
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) The Trust Fund shall be terminated in accordance
with the following additional requirements, unless the Trustee
and
the Master Servicer have received an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of the Trust Fund to comply with the
requirements of this Section 9.03 will not (i) result in the
imposition on REMIC I or REMIC II 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 the Trust Fund, and specify the first
day of such period in a statement attached to REMIC I and
REMIC II's final Tax Returns 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
and
REMIC II 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 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, the 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 interests" 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-6 Certificates), Class M and Class B Certificates and the
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 Class R-I Certificates and the Regular Certificates
(other than the Class A-6 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 REMIC I and REMIC II within the meaning of
Section
860G(a)(9) of the Code.
(c) Residential Funding shall hold a Class R-I
Certificate and Class R-II Certificate representing 0.01%
Percentage
Interests of all Class R-I Certificates and Class R-II
Certificates,
respectively, 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, as
tax
matters person, shall (i) act on behalf of REMIC I and REMIC II
in
relation to any tax matter or controversy involving REMIC I or
REMIC
II and (ii) represent REMIC I and REMIC II in any administrative
or
judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability
resulting
therefrom shall be expenses of the Trust Fund and Residential
Funding shall be entitled to reimbursement therefor out of
amounts
attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 unless such legal expenses
and
costs are incurred by reason of Residential Funding's willful
misfeasance, bad faith or gross negligence. 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 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 to take such actions as
are
reasonably within the Master Servicer's control and the scope of
its
duties more specifically set forth herein as shall be necessary
to
maintain the status thereof as REMICs under the REMIC Provisions
(and the Trustee shall assist the Master Servicer, to the extent
reasonably requested by the Master Servicer to do so). The
Master
Servicer shall not knowingly or intentionally take any action,
cause
either 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 REMIC I or REMIC II as a
REMIC or (ii) result in the imposition of a tax upon REMIC I or
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 has received an Opinion of Counsel (at the
expense
of the party seeking to take such action or, if such party fails
to
pay such expense, and the Master Servicer determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer or the Trustee) to
the
effect that the contemplated action will not, with respect to
either
REMIC I or REMIC II, 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
or
REMIC II or its assets, or causing REMIC I or 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 or
REMIC II, and the Trustee shall not take any such action or cause
REMIC I or 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 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 or 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 or REMIC II will not cause REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject REMIC I or 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 or 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 June 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 Distribution Date related to 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
each of 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 or REMIC II, (iii)
the
termination of REMIC I or 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
or
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 or 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 or 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 REMIC I, REMIC II, 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 REMIC I, REMIC II, 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 REMIC I or REMIC II 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 REMIC I or
REMIC II pursuant to the Code that would be a claim against
the Trust Fund, provided that the Trustee has received an
Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to
avoid or minimize the risk of the imposition of any such tax
and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits
into the Custodial Account or the Certificate Account or to
change the name in which the Custodial Account is maintained,
provided that (A) the Certificate Account Deposit Date shall
in no event be later than the related Distribution Date, (B)
such change shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R-I Certificates and Class R-II
Certificates by virtue of their being the "residual
interests"
in REMIC I and REMIC II, respectively, provided that (A) such
change shall not result in reduction of the rating assigned
to
any such Class of Certificates below the lower of the then-
current rating or the rating assigned to such Certificates as
of the Closing Date, as evidenced by a letter from each
Rating
Agency to such effect, and (B) such change shall not, as
evidenced by an Opinion of Counsel (at the expense of the
party seeking so to modify, eliminate or add such
provisions),
cause REMIC I, REMIC II 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
REMIC I or REMIC II 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 REMIC I or REMIC II or 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 REMIC I or REMIC II, (ii) any such reserve fund shall
be
owned by the Company, and (iii) amounts transferred by REMIC I or
REMIC II to any such reserve fund shall be treated as amounts
distributed by REMIC I or REMIC II, as the case may be, 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 REMIC I or REMIC
II,
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, 8400 Normandale Lake
Boulevard,
Suite 700, Minneapolis, Minnesota 55437, Attention: Investor
Relations, Series 1995-S8 or such other address as may be
hereafter
furnished to the Company and the Trustee by the Master Servicer
in
writing, (c) in the case of the Trustee, One First National
Plaza,
Suite 0126, Chicago, Illinois 60670-0126, Attention: Residential
Funding Corporation Series 1995-S8 or such other address as may
hereafter be furnished to the Company and the Master Servicer in
writing by the Trustee, (d) in the case of Fitch, One State
Street
Plaza, New York, New York 10004, Attention: MBS Monitoring or
such
other address as may hereafter be furnished to the Company, the
Trustee and the Master Servicer in writing by Fitch, (e) in the
case
of Standard & Poor's, 25 Broadway, New York, New York 10004 or
such
other address as may be hereafter furnished in writing by
Standard
& Poor's, and (f) in the case of the Underwriter, 140 Broadway,
New
York, New York 10005, or such other addresses as may be
hereafter
furnished to the Company, Trustee, and Master Servicer by the
Underwriter. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage
prepaid, at the address of such holder as shown in the
Certificate
Register. Any notice so mailed within the time prescribed in
this
Agreement shall be conclusively presumed to have been duly given,
whether or not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating Agency and the Subservicer
at
such time as it is otherwise required pursuant to this Agreement
to
give notice of the occurrence of, any of the events described in
clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide
a
copy to each Rating Agency at such time as otherwise required to
be
delivered pursuant to this Agreement of any of the statements
described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors and omissions
insurance policy required by Section 3.12 or the cancellation
or modification of coverage under any such instrument,
(e) the statement required to be delivered to the
Holders of each Class of Certificates pursuant to Section
4.03,
(f) the statements required to be delivered pursuant
to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account
or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall
to the Holders of any Class of Certificates resulting from
the
failure by the Master Servicer to make an Advance pursuant to
Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence
of
the events described in clauses (d), (g) or (h) above, the Master
Servicer shall provide prompt written notice to each Rating
Agency
and the Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements,
provisions
or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions
of
this Agreement or of the Certificates or the rights of the
Holders
thereof.
Section 11.08. Supplemental Provisions for
Resecuritization.
This Agreement may be supplemented by means of the
addition of a separate Article hereto (a "Supplemental Article")
for
the purpose of resecuritizing any of the Certificates issued
hereunder, under the following circumstances. With respect to
any
Class or Classes of Certificates issued hereunder, or any portion
of
any such Class, as to which the Company or any of its Affiliates
(or
any designee thereof) is the registered Holder (the
"Resecuritized
Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust or custodial
arrangement (a "Restructuring Vehicle") to be held by the Trustee
pursuant to a Supplemental Article. The instrument adopting such
Supplemental Article shall be executed by the Company, the Master
Servicer and the Trustee; provided, that neither the Master
Servicer
nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected
thereby. To the extent that the terms of the Supplemental
Article
do not in any way affect any provisions of this Agreement as to
any
of the Certificates initially issued hereunder, the adoption of
the
Supplemental Article shall not constitute an "amendment" of this
Agreement subject to the requirements of Section 11.01.
Each Supplemental Article shall set forth all necessary
provisions relating to the holding of the Resecuritized
Certificates
by the Trustee, the establishment of the Restructuring Vehicle,
the
issuing of various classes of new certificates by the
Restructuring
Vehicle and the distributions to be made thereon, and any other
provisions necessary to the purposes thereof. In connection with
each Supplemental Article, the Company shall deliver to the
Trustee
an Opinion of Counsel to the effect that (i) the Restructuring
Vehicle will qualify as a REMIC, grantor trust or other entity
not
subject to taxation for federal income tax purposes and (ii) the
adoption of the Supplemental Article will not endanger the status
of
either REMIC I or REMIC II as a REMIC or result in the imposition
of
a tax upon either REMIC I or 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 as set forth
in
Section 860(G)(d) of the Code).
IN WITNESS WHEREOF, the Company, the Master Servicer and
the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized and their
respective
seals, duly attested, to be hereunto affixed, all as of the day
and
year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Bruce J. Legan
Title: Director
Attest:
Name: Diane Wold
Title: Director
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane Wold
Title: Director
Attest:
Name: Bruce J. Legan
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF )
On the ____ day of May, 1995 before me, a notary public
in and for said State, personally appeared Jill M. Davis, known
to
me to be a Vice President of Residential Funding Mortgage
Securities
I, Inc., one of the corporations that executed the within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF )
On the ____ day of May, 1995 before me, a notary public
in and for said State, personally appeared Diane Wold, known to
me
to be a Director of Residential Funding Corporation, one of the
corporations that executed the within instrument, and also known
to
me to be the person who executed it on behalf of said
corporation,
and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of May, 1995 before me, a notary public
in and for said State, personally appeared _______________, known
to
me to be a(n) ________________________ of The First National Bank
of
Chicago, the national banking association that executed the
within
instrument, and also known to me to be the person who executed it
on
behalf of said association, and acknowledged to me that such
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
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A _____ CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A ___ CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
BELOW).]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S.
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF
THIS CERTIFICATE IS MAY 30, 1995. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 200% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-
THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS
CERTIFICATE HAS BEEN ISSUED WITH NO MORE
THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL
AMOUNT], THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $_______ PER [$1,000] [$100,000] OF
[INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
Certificate No. ____ [___%][Variable]
Pass-Through Rate
Class A-__ Senior [___%] [Initial]
Pass-Through Rate
[based on a Notional
Amount]
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
May 1, 1995 ___%]
Aggregate [Initial
Certificate Principal
Balance]
First Distribution Date: [Notional Amount] of the
Class A-__ Certificates:
June 26, 1995 $_____________]
Master Servicer: [Initial] [Certificate Principal
Residential Funding Corporation Balance]
[Notional Amount] of this
Certificate:
$_____________]
Assumed Final Distribution Date:
June 25, 2025 CUSIP ______-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S8
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 REMIC I and/or REMIC II,
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 REMIC I and/or REMIC II 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). REMIC I and/or REMIC II was
created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement")
among the Company, the Master Servicer and The First National
Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To
the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to
Holders of Class A-__ Certificates on such Distribution Date.
[The Notional Amount of the Class A-8
Certificates as of any date of determination is equal to the
aggregate Certificate Principal
Balance of all Classes of Certificates.] [The Notional Amount of
the Class A-6 Certificates as of
any date of determination is equal to (a) the product of 0.35%
and the Certificate Principal
Balance of the Class A-1 Certificates as of such date divided by
(b) 8.00%.] [The [Class A-6]
[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 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
REMIC I and/or REMIC II 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
REMIC I and/or REMIC II 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: ______, 199_ THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates
referred to in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
________________________________________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of REMIC I and/or REMIC II.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_________________________________________________________________
_____________________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT B
FORM OF CLASS M- __ CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES AND CLASS R
CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF OR WITH "PLAN ASSETS" OF SUCH PLAN
IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE DATE OF THIS
CERTIFICATE IS MAY 30, 1995. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 200% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS % AND THE AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN
$ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ ____% Pass-Through
Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
May 1, 1995 Initial Certificate Principal
Balance
of this Certificate:
First Distribution Date: $_______________
June 26, 1995
CUSIP: ______-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S8
evidencing a percentage interest in any distributions
allocable to the Class M-__ Certificates with respect to REMIC I
and/or REMIC II 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 REMIC I and/or REMIC II,
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). REMIC I and/or REMIC II was
created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class M-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
REMIC I and/or REMIC II 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
REMIC I and/or REMIC II of all remaining Mortgage Loans and all
property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement
permits, but does not require, the Master Servicer or the Company
to (i) purchase at a price
determined as provided in the Agreement all remaining Mortgage
Loans and all property acquired in
respect of any Mortgage Loan or (ii) purchase in whole, but not
in part, all of the Certificates
from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution
Date upon which the proceeds of any
such purchase are distributed is less than ten percent of the
Cut-off Date Principal Balance of the
Mortgage Loans.
Unless the certificate of authentication hereon
has been executed by the
Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly
executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
________________________________________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of REMIC I and/or REMIC II.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_________________________________________________________________
_____________________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT C
FORM OF CLASS B ___ CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES, CLASS R
CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B __
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
(THE "CODE") UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF OR WITH
"PLAN ASSETS" OF SUCH PLAN IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION
IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY
FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS MAY 30, 1995. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 200% OF THE
STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $___ OF OID PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ ____% Pass-Through
Rate
Class B __ Subordinate Aggregate Certificate
Principal Balance
of the Class B__
Certificates
Date of Pooling and Servicing as of the Cut-off Date:
Agreement and Cut-off Date: $_______________
May 1, 1995
Initial Certificate
Principal Balance
First Distribution Date: of this Certificate:
June 26, 1995 $_______________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S8
evidencing a percentage interest in any distributions
allocable to the Class B __ Certificates with respect to REMIC I
and/or REMIC II 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 REMIC I and/or REMIC II,
and does not represent an obligation of or interest in
Residential Funding Mortgage Securities I,
Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Corporation or any of
their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality or by
Residential Funding Mortgage Securities
I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage
Corporation or any of their affiliates will
have any obligation with respect to any certificate or other
obligation secured by or payable from
payments on the Certificates.
This certifies that ___________________________
is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal
Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class B __
Certificates, both as specified above) in certain distributions
with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities
I, Inc. (hereinafter called the "Company," which term includes
any successor entity under the
Agreement referred to below). REMIC I and/or REMIC II was
created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To
the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to
the Person in whose name this Certificate is registered at the
close of business on the last day
(or if such last day is not a Business Day, the Business Day
immediately preceding such last day)
of the month next preceding the month of such distribution (the
"Record Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class B __ Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B __ Certificate will
be made unless such transfer
is exempt from the registration requirements of the Securities
Act of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said Act and laws. In the event
that such a transfer is to be made, (i) the Trustee or the
Company may require an opinion of
counsel acceptable to and in form and substance satisfactory to
the Trustee and the Company that
such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is
being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and
of any applicable statute of any state and (ii) the transferee
shall execute an investment letter
in the form described by the Agreement. The Holder hereof
desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Company, the
Master Servicer and the
Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the
transfer is not so exempt or is not made in accordance with such
Federal and state laws. In
connection with any such transfer, the Trustee will also require
(i) a representation letter, in
the form as described by the Agreement, stating that the
transferee is not, and is not using "plan
assets" of, an employee benefit plan or other plan subject to the
prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or Section 4975 of the
Code, or (ii) if such transferee is, or is using "plan assets"
of, such a plan subject to ERISA,
an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the
Company and the Master Servicer with respect to the
permissibility of such transfer under
applicable law and stating, among other things, that the
transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt
prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
REMIC I and/or REMIC II 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
REMIC I and/or REMIC II 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: ______, 199_ THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B __ Certificates
referred to in the within-mentioned
Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
________________________________________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of REMIC I and/or REMIC II.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_________________________________________________________________
_____________________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "RESIDUAL INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF OR WITH "PLAN ASSETS" OF SUCH PLAN
IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY POSSESSION
OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF
THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES
ARE SUBJECT TO TAX AND, EXCEPT FOR
THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED
BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY
OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521
OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE (INCLUDING THE TAX
IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND
TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE
CODE AND (E) ANY OTHER PERSON SO
DESIGNATED BY THE TRUSTEE BASED UPON AN OPINION OF COUNSEL THAT
THE HOLDING OF AN OWNERSHIP
INTEREST IN A CLASS R CERTIFICATE BY SUCH PERSON MAY CAUSE REMIC
I and/or 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 (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E)
BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH
TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3)
SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. THE TERMS
"UNITED STATES," "STATE" AND "INTERNATIONAL ORGANIZATION" SHALL
HAVE THE MEANINGS SET FORTH IN
SECTION 7701 OF THE CODE OR SUCCESSOR PROVISIONS. NOTWITHSTANDING
THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE
DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
OF THIS PARAGRAPH.
Certificate No. ___ ____% Pass-Through
Rate
Class [R-I] [R-II] Senior Aggregate Initial
Certificate Principal
Balance of the Class
[R-I] [R-II]
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
May 1, 1995 Initial Certificate
Principal Balance
of this Certificate:
First Distribution Date: $_______________
June 26, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP ______-_____
Assumed Final Distribution Date:
June 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S8
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 REMIC I and/or REMIC II,
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). REMIC I and/or REMIC II was
created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement")
among the Company, the Master Servicer and The First National
Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To
the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class [R-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
REMIC I and/or REMIC II 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
REMIC I and/or REMIC II 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: ______, 199_ THE FIRST NATIONAL BANK OF
CHICAGO,
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.
THE FIRST NATIONAL BANK OF
CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
________________________________________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of REMIC I and/or REMIC II.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_________________________________________________________________
_____________________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and
supplemented from time to time, the
"Agreement"), dated as of May 1, 1995, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as Trustee
(including its successors under the Pooling Agreement defined
below, the "Trustee"), RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC. (together with any successor
in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together
with any successor in interest or
successor under the Pooling Agreement referred to below, the
"Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or any successor appointed
hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and
the Trustee have entered into
a Pooling and Servicing Agreement dated as of May 1, 1995,
relating to the issuance of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1995-S8 (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 REMIC I and/or REMIC
II), but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to
the Master Servicer to the effect
that the failure to effect such recordation is likely to
materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation
of this Agreement as herein
provided and for other purposes, this Agreement may be executed
simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts
shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If
any one or more of the
covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way
affect the validity or enforceability of the other provisions of
this Agreement or of the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation
Series 1995-S8
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Bruce J. Legan
Title: Director
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:Diane Wold
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of May, 1995, before me, a notary public
in and for said State, personally
appeared _______________________, known to me to be a
______________ of The First National Bank of
Chicago, the national banking association that executed the
within instrument, and also known to
me to be the person who executed it on behalf of said association
and acknowledged to me that such
associatiion executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and
year in this certificate first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of May, 1995, before me, a notary public
in and for said State, personally
appeared Kathleen Marshall, known to me to be a Trust Officer of
Norwest Bank Minnesota, National
Association, a national banking association that executed the
within instrument, and also known to
me to be the person who executed it on behalf of said national
banking association, and
acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and
year in this certificate first above written.
Notary Public
[SEAL]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of May, 1995, before me, a notary public
in and for said State, personally
appeared Robert S. Conway, known to me to be a Vice President of
Residential Funding Mortgage
Securities I, Inc., one of the corporations that executed the
within instrument, and also known to
me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and
year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of May, 1995, me, a notary public in and
for said State, personally
appeared Jill M. Davis, known to me to be a Vice President of
Residential Funding Corporation, one
of the corporations that executed the within instrument, and also
known to me to be the person who
executed it on behalf of said corporation, and acknowledged to
me that such corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and
year in this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
___________________, 1995
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
Re: Custodial Agreement dated as of May 1, 1995, by and
among The First National Bank of Chicago, Residential Funding
Mortgage Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through
Certificates, Series 1995-S8
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
________________ ____, 199_
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
Re: Custodial Agreement dated as of May 1, 1995, by and
among The First National Bank of Chicago, Residential Funding
Mortgage Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1995-S8
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
_____________ ___, 199_
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
Re: Custodial Agreement dated as of May 1, 1995, by and
among The First National Bank of Chicago, Residential Funding
Mortgage Securities I, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1995-S8
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule it has
received:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee
and showing an unbroken chain of endorsements from the
originator thereof to the Person
endorsing it to the Trustee or an original lost note affidavit
from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the
Mortgage certified by the public recording office in which such
mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording
indicated thereon or a copy of such assignment certified by the
public recording office in which
such assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken
chain of title from the originator thereof to the Person
assigning it to the Trustee or a copy
of such assignment or assignments of the Mortgage certified by
the public recording office in
which such assignment or assignments have been recorded;
(v) The original of each modification, assumption
agreement or preferred loan agreement,
if any, relating to such Mortgage Loan or a copy of each
modification, assumption agreement or
preferred loan agreement certified by the public recording
office in which such document has
been recorded;
(vi) The certificate of mortgage insurance, if any, or a
true and correct copy thereof;
and
(vii) The original power of attorney granted by the
Mortgagor in the event that the
related Mortgage Note or Mortgage was not signed by such
Mortgagor, or a true and correct copy
thereof.
Capitalized words and phrases used herein shall have the
respective meanings assigned to
them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 05/18/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 13.48.50 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S8
CUTOFF : 05/01/95
POOL : 0004171
:
:
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 #
_________________________________________________________________
_____________
1398762 070/070 F 310,000.00
ZZ
CORBETT BERNARD A 360 308,787.68
1
140 OAK HILL DRIVE 9.000 2,494.33
75
8.750 2,494.33
415,000.00
MOORE SC 29369 5 09/23/94
00
1118683 05 11/01/94
0
1118683 O 10/01/24
0
1400589 375/375 F 215,500.00
ZZ
COONSE DAVID K 360 214,834.15
1
7050 APPALOOSA ROAD 9.375 1,792.42
87
9.125 1,792.42
250,000.00
COLLEGE STATION TX 77845 4 10/04/94
04
364676 05 12/01/94
20
364676 O 11/01/24
0
1401109 526/728 F 245,000.00
ZZ
ZERN BARRY 360 245,000.00
1
622 W MT AIRY AVE/7125 GREENE 10.000 2,150.06
70
9.750 2,150.06
353,000.00
PHILADELPHIA PA 19119 5 04/07/95
00
0380114745 05 06/01/95
0
9411017 O 05/01/25
0
1402182 635/728 F 219,450.00
ZZ
JANSON GARY W 360 219,260.14
1
13 BLACK BEAR RD 10.125 1,946.14
95
9.875 1,946.14
231,000.00
STOWE VT 05672 1 02/09/95
11
0380101080 05 04/01/95
30
1
610732000 O 03/01/25
0
1402195 637/728 F 214,700.00
ZZ
CHAMPION DAVID W 360 214,476.52
1
3000 HIGH ROAD 9.250 1,766.29
95
9.000 1,766.29
226,000.00
FLOWER MOUND TX 75028 1 02/24/95
10
0380100967 05 04/01/95
30
3946415 O 03/01/25
0
1405117 405/405 F 324,000.00
ZZ
LOMBARDI DALE A 360 323,827.57
1
3288 MELANIE CIRCLE 9.125 2,636.18
90
8.875 2,636.18
360,000.00
PLEASENTON CA 94588 1 03/09/95
11
3572229 05 05/01/95
25
3572229 O 04/01/25
0
1405215 526/728 F 650,000.00
ZZ
KHAZIN ALEXANDER 360 649,704.69
1
115 WYANDANCH LANE 9.875 5,644.27
79
9.625 5,644.27
825,000.00
SOUTHAMPTON NY 11968 1 03/29/95
00
0380111261 05 05/01/95
0
00025470 O 04/01/25
0
1405223 A12/728 F 288,000.00
ZZ
SCHWEINEBRATEN WILLIAM W 360 287,850.69
1
2302 CONGRESSIONAL LANE 9.250 2,369.31
80
9.000 2,369.31
360,185.00
RIVERWOODS IL 60015 1 03/22/95
00
0380099912 05 05/01/95
0
12151 O 04/01/25
0
1405226 180/728 F 268,650.00
ZZ
ELLIS LEE M 360 268,377.60
1
1602 HAROLD STREET 9.375 2,234.50
90
9.125 2,234.50
298,500.00
HOUSTON TX 77006 1 02/23/95
11
0380105206 05 04/01/95
25
3103835 O 03/01/25
0
1
1405257 A91/728 F 365,000.00
ZZ
KLEIMAN KENNETH 360 365,000.00
1
19 BEACH LANE 9.750 3,135.91
48
9.500 3,135.91
775,000.00
WESTHAMPTON NY 11978 5 04/03/95
00
0380109034 05 06/01/95
0
105274 O 05/01/25
0
1405372 B23/728 F 850,000.00
ZZ
STEWART JAMES R 360 850,000.00
1
1051 FALLEN LEAF ROAD 9.500 7,147.26
78
9.250 7,147.26
1,100,000.00
ARCADIA CA 91006 2 04/12/95
00
0380108671 05 06/01/95
0
88000397 O 05/01/25
0
1405729 497/497 F 390,000.00
T
MURPHY WILLIAM G 360 389,781.35
1
37091 ALBATROSS REACH 8.875 3,103.02
71
8.625 3,103.02
550,000.00
THE SEA RANCH CA 95497 4 03/24/95
00
9900216103 03 05/01/95
0
9900216103 O 04/01/25
0
1405740 A25/728 F 98,000.00
ZZ
BUMA JR JOHN 360 98,000.00
1
264 MINTHORNE ROAD 9.125 797.36
67
8.875 797.36
148,000.00
ROGUE RIVER OR 97537 4 04/03/95
00
0380107590 05 06/01/95
0
9401077 O 05/01/25
0
1405745 A12/728 F 298,100.00
ZZ
JENSEN JOHN R 360 298,100.00
1
700 BAY HILL COURT 9.250 2,452.40
80
9.000 2,452.40
372,680.00
RIVERWOODS IL 60015 1 04/04/95
00
0380105222 03 06/01/95
0
12139 O 05/01/25
0
1405792 076/076 F 259,200.00
ZZ
MONROE DANI 360 258,288.74
1
29 GREENOUGH AVENUE 8.750 2,039.13
79
8.500 2,039.13
330,000.00
1
BOSTON MA 02130 1 10/21/94
00
4365172 01 12/01/94
0
4365172 O 11/01/24
0
1405817 628/628 F 292,000.00
ZZ
CIOTOLI CARLO 360 291,844.61
1
14 CHESTNUT LANE 9.125 2,375.81
80
9.000 2,375.81
365,000.00
WESTPORT CT 06880 1 03/17/95
00
2173046 05 05/01/95
0
2173046 O 04/01/25
0
1405819 736/728 F 300,000.00
ZZ
WANG ALICE 360 300,000.00
1
515 LAS TUNAS DRIVE 9.375 2,495.25
60
9.125 2,495.25
500,000.00
ARCADIA CA 91007 2 04/07/95
00
0380111147 05 06/01/95
0
426686 O 05/01/25
0
1405826 939/728 F 225,000.00
ZZ
PERLOFF RICHARD 360 225,000.00
1
35 EAST DRIVE 9.375 1,871.44
90
9.125 1,871.44
250,000.00
WOODBURY (NASSA NY 11797 1 04/24/95
01
0380109760 05 06/01/95
25
9501496 O 05/01/25
0
1406002 313/728 F 53,300.00
ZZ
CHAMBERS RANDY J 360 53,271.63
1
3330 HOLTZCLAW DRIVE 9.125 433.67
37
8.875 433.67
145,000.00
CUMMING GA 30131 5 03/27/95
00
0380107582 05 05/01/95
0
5414982 O 04/01/25
0
1406095 429/429 F 300,000.00
ZZ
BERNSTEIN MARTIN L 360 299,571.85
1
5 RAMBLING DRIVE 9.250 2,468.03
74
9.000 2,468.03
406,000.00
SCOTCH PLAINS NJ 07076 1 02/21/95
00
94075424 03 04/01/95
0
94075424 O 03/01/25
0
1
1406227 051/728 F 339,200.00
ZZ
GARSON WILLIAM A 360 339,033.15
1
145 SANDREED RD 9.500 2,852.18
80
9.250 2,852.18
424,000.00
JACKSON WY 83001 1 03/01/95
00
0380101635 03 05/01/95
0
30100147 O 04/01/25
0
1406232 180/728 F 186,000.00
ZZ
WALLACE RON C 360 185,908.51
1
2409 NOVONA PLACE 9.500 1,563.99
75
9.250 1,563.99
249,000.00
OKALHOMA CITY OK 73170 4 04/05/95
00
0380111295 05 05/01/95
0
3344874 O 04/01/25
0
1406709 943/728 F 243,000.00
ZZ
SUNTER RONALD A 360 242,490.19
1
7 SADDLE RIDGE ROAD 9.250 1,999.11
90
9.000 1,999.11
270,000.00
NEW FAIRFIELD CT 06812 1 12/30/94
14
0380102591 05 02/01/95
20
4080014114 O 01/01/25
0
1406739 943/728 F 244,000.00
ZZ
NOTARO JOHN C 360 241,505.11
1
38 MIDDLEBURY ROAD 9.125 1,985.27
80
8.875 1,985.27
305,000.00
ORCHARD PARK NY 14127 1 10/21/94
00
0380103979 05 12/01/94
0
4090003679 O 11/01/24
0
1406751 943/728 F 40,500.00
ZZ
RAMIREZ ORLANDO L 360 40,398.80
1,788
200 02 17TH AVENUE 2 81 9.500 340.55
83
9.250 340.55
49,000.00
WHITESTONE NY 11357 1 11/30/94
10
0380103888 12 01/01/95
17
4090004859 O 12/01/24
0
1406756 943/728 F 30,750.00
ZZ
LENT DONNA 360 30,685.08
288
1
244 30 57TH DRIVE 9.875 267.02
84
9.625 267.02
37,000.00
DOUGLASTON NY 11362 1 12/22/94
10
0380103854 11 02/01/95
12
4090005290 O 01/01/25
0
1406776 943/728 F 225,600.00
ZZ
MOUNTAIN PHILIP D 360 225,289.99
1
1620 KIRK DRIVE 9.875 1,958.99
80
9.625 1,958.99
282,000.00
LAKE HAVASU CIT AZ 86404 2 01/26/95
00
0380105594 05 03/01/95
0
5080015894 O 02/01/25
0
1406782 943/728 F 290,000.00
ZZ
VAWTER MICHAEL H 360 289,601.53
1
3064 SW FAIRMOUNT BOULEVARD 9.875 2,518.21
65
9.625 2,518.21
450,000.00
PORTLAND OR 97201 2 01/25/95
00
0380104167 05 03/01/95
0
5080016047 O 02/01/25
0
1406814 375/375 F 246,600.00
ZZ
DODSON LARRY A 360 246,182.78
1
1714 EGRET LANE 9.500 2,073.55
95
9.250 2,073.55
260,000.00
SOUTHLAKE TX 76092 1 02/08/95
04
367225 03 04/01/95
25
367225 O 03/01/25
0
1406833 A91/728 F 240,000.00
ZZ
PAOLINO MICHAEL 360 240,000.00
1
6 SYLVAN COURT 9.500 2,018.06
80
9.250 2,018.06
300,000.00
STATEN ISLAND NY 10307 1 04/03/95
00
0380105917 05 06/01/95
0
1406833 O 05/01/25
0
1406837 723/728 F 225,000.00
ZZ
RATUITA EDWIN T 360 225,000.00
1
2186 FAIRMONT COURT 9.375 1,871.44
90
9.125 1,871.44
250,000.00
SAN JOSE CA 95148 2 04/05/95
11
0380111006 05 06/01/95
25
1
7884 O 05/01/25
0
1406911 052/052 F 235,000.00
ZZ
ELLEDGE ROBERT B 360 234,779.82
1
17170 S FORSYTHE ROAD 9.750 2,019.02
65
9.500 2,019.02
365,000.00
OREGON CITY OR 97045 1 02/13/95
00
313695 05 04/01/95
0
313695 O 03/01/25
0
1406930 757/757 F 240,350.00
ZZ
SEQUEIRA KEITH J 360 240,225.39
1
4835 MERLENDALE COURT 9.250 1,977.31
95
9.000 1,977.31
253,000.00
ATLANTA GA 30327 1 03/15/95
11
2487528 05 05/01/95
30
2487528 O 04/01/25
0
1407602 403/728 F 229,500.00
ZZ
HOJNACKI THOMAS S 360 229,261.11
1
58 RANGE ROAD 9.250 1,888.05
90
9.000 1,888.05
255,000.00
WILTON CT 06897 1 02/17/95
14
0380101148 05 04/01/95
25
6368864 O 03/01/25
0
1407677 624/728 F 175,750.00
ZZ
MCWHORTER DENNIS 360 175,750.00
1
451 NAPA AVENUE 9.250 1,445.85
95
9.000 1,445.85
185,000.00
RODEO CA 94572 2 04/04/95
11
0380115387 05 06/01/95
30
86125000766F O 05/01/25
0
1407684 176/728 F 247,500.00
T
ECKLOFF RICHARD D 360 247,500.00
1
12212 NORTH OLD WHALING LANE 8.875 1,969.23
75
8.625 1,969.23
330,000.00
LONG BEACH TOWN NJ 08008 1 04/12/95
00
0380109588 05 06/01/95
0
102801180 O 05/01/25
0
1
1407703 163/728 F 228,000.00
ZZ
BECKER STEVEN A 360 227,678.29
1
6 HARVEST DRIVE 9.750 1,958.87
85
9.500 1,958.87
269,290.00
KINGSTON MA 02364 1 01/31/95
14
0380101767 05 03/01/95
12
0371567445 O 02/01/25
0
1407729 051/728 F 208,000.00
ZZ
DYMINSKI JOHN W 360 207,892.17
1
137 ORCHARD OAK CIRCLE 9.250 1,711.16
80
9.000 1,711.16
260,000.00
CAMPBELL CA 95008 1 03/07/95
00
0380111360 09 05/01/95
0
161101642 O 04/01/25
0
1407752 447/447 F 255,500.00
ZZ
KLICKO HAROLD H 360 207,197.20
1
3670 BELLE GLADE TRAIL 9.250 2,101.94
70
9.000 2,101.94
365,000.00
LITHONIA GA 30058 2 12/06/91
00
921611 05 02/01/92
0
921611 O 01/01/22
0
1407777 163/728 F 211,500.00
ZZ
STEPP DAVID 360 211,067.74
1
3801 POTOMAC AVENUE 9.375 1,759.15
90
9.125 1,759.15
235,000.00
FORT WORTH TX 76107 1 12/09/94
04
0380101692 05 02/01/95
17
DOCSEP O 01/01/25
0
1407795 670/728 F 270,000.00
ZZ
LEVINE JEFFREY G 360 269,867.19
1
30 GOODNOW LANE 9.500 2,270.31
73
9.250 2,270.31
370,900.00
FRAMINGHAM MA 01701 1 03/10/95
00
0380103219 05 05/01/95
0
738352 O 04/01/25
0
1407799 670/728 F 232,050.00
ZZ
MAUPIN W B 360 231,838.29
1
3506 WOLVERINE TRAIL 9.875 2,015.00
95
9.625 2,015.00
244,300.00
1
TEMPLE TX 76502 1 02/21/95
14
0380103391 05 04/01/95
30
1054534 O 03/01/25
0
1407801 670/728 F 339,450.00
ZZ
MURRAY LESLY G 360 339,087.33
1
67 INMAN CIRCLE 9.125 2,761.88
80
8.875 2,761.88
424,350.00
ATLANTA GA 30309 1 02/14/95
00
0380103615 03 04/01/95
0
1061653 O 03/01/25
0
1407810 670/728 F 225,100.00
ZZ
KOHART MARY E 360 224,883.45
1
1142 NORTH BETHLEHAM PIKE 9.625 1,913.33
90
9.375 1,913.33
250,150.00
SPRINGHOUSE PA 19477 1 02/28/95
01
0380103565 05 04/01/95
25
2350033 O 03/01/25
0
1407843 670/728 F 228,950.00
ZZ
ARCH JEFFREY P 360 228,834.37
1
1993 BARLEY ROAD 9.375 1,904.30
95
9.125 1,904.30
241,000.00
MARRIOTSVILLE MD 21104 1 03/03/95
11
0380102831 03 05/01/95
25
8824266 O 04/01/25
0
1407853 429/429 F 176,000.00
ZZ
WITT BARBARA J 360 175,826.16
1
11217 EAST WHITETHORN DRIVE 9.500 1,479.91
75
9.250 1,479.91
235,856.00
SCOTTSDALE AZ 85255 1 02/02/95
00
94075505 03 04/01/95
0
94075505 O 03/01/25
0
1414660 074/728 F 348,750.00
ZZ
FUNK MICHAEL S 360 348,569.20
1
1879 NORTH FOREST RIDGE DRIVE 9.250 2,869.08
75
8.980 2,869.08
465,000.00
LAYTON UT 84040 4 03/14/95
00
0380106204 05 05/01/95
0
1175650 O 04/01/25
0
1
1414709 769/728 F 350,000.00
ZZ
NUZZO ERNEST R 360 350,000.00
1
133 DEER TRAIL NORTH 10.125 3,103.88
77
9.875 3,103.88
460,000.00
RAMSEY BOROUGH NJ 07446 2 04/05/95
00
0380108929 05 06/01/95
0
110100933 O 05/01/25
0
1414839 324/728 F 230,400.00
ZZ
DIESS DARREN 360 230,283.64
1
925 EMERSON STREET 9.375 1,916.36
90
9.125 1,916.36
256,000.00
UPLAND CA 91786 1 03/22/95
04
0380107798 05 05/01/95
25
5030234 O 04/01/25
0
1414902 575/728 F 215,950.00
ZZ
WILLIAMS MOYSTON W 360 215,731.05
1
16011 PENNSBURY DRIVE 9.375 1,796.16
90
9.125 1,796.16
239,990.00
BOWIE MD 20716 1 02/22/95
12
0380105586 03 04/01/95
20
450008091 O 03/01/25
0
1414907 A52/728 F 93,800.00
ZZ
STEIN ELLEN K 360 93,800.00
1
227 THE SOUTH CHACE 8.750 737.92
70
8.500 737.92
134,000.00
ATLANTA GA 30328 1 04/07/95
00
0380105545 09 06/01/95
0
106634 O 05/01/25
0
1414915 614/728 F 233,950.00
ZZ
POLITZ MICHAEL J 360 233,806.29
1
850 36TH AVENUE 8.875 1,861.41
90
8.625 1,861.41
260,000.00
SAN FRANCISCO CA 94121 1 03/13/95
14
0380110149 05 05/01/95
17
7600887784 O 04/01/25
0
1414957 664/728 F 161,000.00
ZZ
YU YAN C 360 160,920.80
1
1
2162 #1A S CHINA PLACE 9.500 1,353.78
70
9.250 1,353.78
230,000.00
CHICAGO IL 60616 1 03/30/95
00
0380107863 07 05/01/95
0
1987502 O 04/01/25
0
1414988 076/076 F 107,100.00
ZZ
MAI BAN V 360 107,047.33
1
1670 LADDIE COURT 9.500 900.55
70
9.250 900.55
153,000.00
BEAVERCREEK OH 45432 1 03/08/95
00
4387882 05 05/01/95
0
4387882 O 04/01/25
0
1415000 195/728 F 320,000.00
ZZ
JACKSON WILLIAM M 360 320,000.00
1
6804 6TH STREET NW 9.250 2,632.57
80
9.000 2,632.57
400,000.00
WASHINGTON DC 20012 5 03/28/95
00
0380106717 05 06/01/95
0
45871 O 05/01/25
0
1415004 028/728 F 330,000.00
ZZ
KAIHARA RICHARD S 360 329,833.36
3
257-261 ANDOVER STREET 9.375 2,744.77
75
9.125 2,744.77
440,000.00
SAN FRANCISCO CA 94110 2 03/13/95
00
0380107772 05 05/01/95
0
167100 O 04/01/25
0
1415021 076/076 F 319,600.00
ZZ
MCCOLLOUGH RANDY F 360 319,300.57
1
3114 SLEEPY HOLLOW LANE 9.750 2,745.86
80
9.500 2,745.86
399,500.00
TEMPLE TX 76502 1 02/27/95
00
4425412M 05 04/01/95
0
4425412M O 03/01/25
0
1415024 076/076 F 185,100.00
ZZ
BAILEY JR ROLAND E 360 184,926.60
1
115 BROADLEY COURT 9.750 1,590.29
71
9.500 1,590.29
263,000.00
FRANKLIN TN 37064 1 02/28/95
00
4427542 05 04/01/95
0
1
4427542 O 03/01/25
0
1415035 076/076 F 138,000.00
ZZ
JACOBS JIM L 360 137,860.09
1
2112 CLUBVIEW 9.375 1,147.81
50
9.125 1,147.81
280,000.00
AMARILLO TX 79124 2 02/27/95
00
6630661 05 04/01/95
0
6630661 O 03/01/25
0
1415038 757/757 F 89,900.00
ZZ
HATTON PAMELA W 360 89,900.00
1
1974 RED OAK ROAD 9.250 739.59
75
9.000 739.59
119,900.00
NORCROSS GA 30071 1 04/13/95
00
2492353 05 06/01/95
0
2492353 O 05/01/25
0
1415045 076/076 F 223,650.00
ZZ
ESQUIVEL TONY M 360 223,429.11
1
5701 MIMOSA COURT NE 9.500 1,880.57
90
9.250 1,880.57
248,500.00
ALBUQUERQUE NM 87111 1 02/09/95
10
4516912 05 04/01/95
25
4516912 O 03/01/25
0
1415069 744/728 F 260,000.00
ZZ
GARCIA AMADOR 360 259,861.63
1
3572 ALTAMONT WAY 9.125 2,115.45
69
8.875 2,115.45
381,000.00
REDWOOD CITY CA 94062 2 03/21/95
00
0380107954 05 05/01/95
0
73533 O 04/01/25
0
1415078 052/052 F 650,000.00
ZZ
COWAN CRAIG A 360 649,358.01
1
265 INDIAN KNOB ROAD 9.500 5,465.56
77
9.125 5,465.56
845,000.00
SAN LUIS OBISPO CA 93401 4 02/22/95
00
314008 05 04/01/95
0
314008 O 03/01/25
0
1
1415086 052/052 F 95,000.00
ZZ
TRUONG SI 360 94,910.99
1
2205 SW MCGINNIS AVENUE 9.750 816.20
66
9.500 816.20
145,000.00
TROUTDALE OR 97060 1 02/16/95
00
314334 05 04/01/95
0
314334 O 03/01/25
0
1415089 052/052 F 319,950.00
ZZ
GONZALES RUBEN 360 319,625.58
1
11876 SW ASPEN RIDGE DRIVE 9.375 2,661.19
90
9.125 2,661.19
355,500.00
TIGARD OR 97224 1 02/24/95
10
314359 03 04/01/95
17
314359 O 03/01/25
0
1415096 052/052 F 316,000.00
ZZ
BLOOM ROBERT E 360 315,844.57
1
35 HUNTER DRIVE 9.500 2,657.10
66
9.250 2,657.10
480,000.00
EASTCHESTER NY 10709 5 03/21/95
00
313735 05 05/01/95
0
313735 O 04/01/25
0
1415158 686/686 F 60,000.00
ZZ
ROBINSON WILLIAM S 360 59,962.50
1
5027 WHITE OAK ROAD 9.250 493.61
63
9.000 493.61
96,000.00
CHARLOTTE NC 28210 1 03/30/95
00
30816737084 05 05/01/95
0
30816737084 O 04/01/25
0
1415162 686/686 F 78,000.00
ZZ
TRIANI GAETANO 360 77,962.03
1
317 ALEATHA DRIVE 9.550 658.72
73
9.300 658.72
108,000.00
DAYTONA BEACH FL 32114 1 03/22/95
00
30816652895 03 05/01/95
0
30816652895 O 04/01/25
0
1415163 686/686 F 45,500.00
ZZ
MOSS RICHARD E 360 45,478.77
1
6357 DIAMOND HEAD CIRCLE 9.750 390.92
70
UNIT D 9.500 390.92
65,000.00
1
DALLAS TX 75225 1 03/27/95
00
30816795355 01 05/01/95
0
30816795355 O 04/01/25
0
1415164 686/686 F 92,700.00
ZZ
TAYLOR SANDRA A 360 92,646.66
1
15025 BRIGHTON LANE 8.750 729.28
75
8.500 729.28
123,600.00
DAVIE FL 33331 1 03/23/95
00
30816862361 03 05/01/95
0
30816862361 O 04/01/25
0
1415171 246/246 F 201,550.00
ZZ
REID DEMETRIUSA 360 201,445.50
1
802 OTHMAN DRIVE 9.250 1,658.11
88
9.000 1,658.11
230,000.00
FT WASHINGTON MD 20744 2 03/20/95
14
88707 05 05/01/95
20
88707 O 04/01/25
0
1415189 367/367 F 256,025.96
ZZ
CHAND SHEETAL K 337 255,865.50
1
2234 CASEMONT DRIVE 9.250 2,133.99
74
9.000 2,133.99
350,000.00
FALLS CHURCH VA 22046 2 03/06/95
00
7570230 05 05/01/95
0
7570230 O 05/01/23
0
1415207 439/439 F 225,600.00
ZZ
HAMAKER WALTER A 360 225,600.00
1
605 WINDING CREEK COURT 8.350 1,710.75
80
8.100 1,710.75
282,000.00
SOUTHLAKE TX 76092 1 04/06/95
00
1773991 05 06/01/95
0
1773991 O 05/01/25
0
1415219 073/728 F 325,000.00
ZZ
PISCITELLO JOSEPH T 360 324,822.48
1
869 MEETINGHOUSE ROAD 9.000 2,615.02
67
8.750 2,615.02
490,000.00
TOWNSHIP OF ABI PA 19046 1 03/30/95
00
0380108002 05 05/01/95
0
444514458 O 04/01/25
0
1
1415228 637/728 F 299,250.00
ZZ
WHITE BARRY 360 299,082.23
1
2611 CREEKVIEW COURT 8.875 2,380.97
75
8.625 2,380.97
399,000.00
LAS VEGAS NV 89117 1 03/28/95
00
0380108234 05 05/01/95
0
3180148 O 04/01/25
0
1415229 637/728 F 295,000.00
ZZ
PATRICK MICHAEL G 360 294,830.27
1
26582 DAPPLE GREY DRIVE 8.750 2,320.77
68
8.500 2,320.77
435,000.00
LAGUNA HILLS CA 92653 5 03/30/95
00
0380108242 05 05/01/95
0
3461472 O 04/01/25
0
1415265 A39/728 F 234,000.00
ZZ
TURNER SR RALPH E 360 234,000.00
1
20628 JAY CARROLL DRIVE 9.375 1,946.29
90
9.125 1,946.29
260,000.00
SANTA CLARITA CA 91350 1 04/03/95
11
0380108713 05 06/01/95
25
9500142 O 05/01/25
0
1415300 447/447 F 300,000.00
ZZ
ORME PAUL R 360 293,309.26
1
ORME RANCH SCHOOL 8.875 2,386.94
86
8.625 2,386.94
350,000.00
MAYER AZ 86333 2 07/06/92
04
452780 05 08/01/92
20
452780 O 07/01/22
0
1415301 447/447 F 256,200.00
ZZ
DOYLE JOHN J 360 247,348.00
1
12 OLD MIDDLESEX ROAD 10.500 2,343.57
75
10.250 2,343.57
345,000.00
BELMONT MA 02178 1 12/29/89
00
512965 05 02/01/90
0
512965 O 01/01/20
0
1415303 447/447 F 285,000.00
ZZ
BACHTELL DOUGLAS A 360 283,628.24
1
1
22356 DURBERRY ROAD 9.250 2,344.63
73
9.000 2,344.63
393,000.00
SMITHBURG MD 21783 2 08/09/94
00
1588978 05 09/01/94
0
1588978 O 08/01/24
0
1415309 637/728 F 225,000.00
T
ROTH ROBERT J 360 224,886.37
1
3111 BEL AIRE DRIVE #21A 9.375 1,871.44
60
9.125 1,871.44
375,000.00
LAS VEGAS NV 89109 1 03/30/95
00
0380108275 06 05/01/95
0
3179843 O 04/01/25
0
1415318 440/728 F 105,000.00
ZZ
GOLDING JOEL 360 104,945.56
1
621 NORTH 1050 WEST 9.250 863.81
75
9.000 863.81
140,000.00
PROVO UT 84601 1 03/31/95
00
0380112624 05 05/01/95
0
0001337617 O 04/01/25
0
1415331 375/728 F 63,900.00
T
ESHOM ROBERT W 360 63,865.09
1
10410 N CAVE CREEK RD 9.000 514.16
77
8.750 514.16
84,000.00
PHOENIX AZ 85020 1 03/15/95
00
0380108366 01 05/01/95
0
373357 O 04/01/25
0
1415346 480/728 F 450,000.00
ZZ
MORRISON MARGARET C 360 449,760.53
1
23618 NORTH CHURCH ROAD 9.125 3,661.35
51
8.875 3,661.35
895,000.00
SCOTTSDALE AZ 85255 1 03/30/95
00
0380108788 05 05/01/95
0
1078716 O 04/01/25
0
1415356 246/246 F 240,000.00
ZZ
LOPEZ ALEJO L 360 239,865.45
1
10954 BLOOMINGDALE DRIVE 8.875 1,909.55
68
8.625 1,909.55
358,000.00
ROCKVILLE MD 20852 1 03/30/95
00
017657 05 05/01/95
0
1
017657 O 04/01/25
0
1415366 480/728 F 274,000.00
BB
STANLEY JOHN 360 273,857.95
1
24659 NORTH 115TH STREET 9.250 2,254.13
90
9.000 2,254.13
305,000.00
SCOTTSDALE AZ 85255 1 03/30/95
12
0380109190 03 05/01/95
25
1078294 O 04/01/25
0
1415468 562/562 F 114,000.00
ZZ
SMITH ELLIOT F 360 114,000.00
1
233 WEST PULASKI ROAD 9.250 937.86
67
9.000 937.86
171,000.00
HUNTINGTON STAT NY 11746 2 04/12/95
00
455782 05 06/01/95
0
455782 O 05/01/25
0
1415533 267/267 F 294,000.00
ZZ
PUROHIT KIKI U 360 293,835.17
1
4908 CALVIN AVE 8.875 2,339.20
80
8.625 2,339.20
367,500.00
TARZANA CA 91356 1 03/20/95
00
7317018 05 05/01/95
0
7317018 O 04/01/25
0
1415546 028/728 F 318,750.00
ZZ
PARASSON LEFTER G 360 318,750.00
1
240 NORTH BUCKSKIN WAY 8.750 2,507.61
75
8.500 2,507.61
425,000.00
ORANGE CA 92669 1 04/26/95
00
0380115718 05 06/01/95
0
167564 O 05/01/25
0
1415648 470/728 F 319,450.00
ZZ
ADAMS MARK 360 319,450.00
1
264 SOUTH OWENS DRIVE 9.000 2,570.37
90
8.750 2,570.37
355,000.00
ANAHEIM CA 92808 1 04/05/95
21
0380109182 05 06/01/95
20
24126022 O 05/01/25
0
1
1415679 375/728 F 242,750.00
ZZ
PILZER DANIEL C 360 242,516.48
1
824 ATLANTA COUNTRY CLUB DRIVE 9.625 2,063.35
65
9.375 2,063.35
373,500.00
MARIETTA GA 30067 1 03/02/95
00
0380109208 05 04/01/95
0
374411 O 03/01/25
0
1415738 A01/728 F 85,000.00
T
MORRA ANTHONY 360 85,000.00
1
2620 CRABTREE CIRCLE 8.750 668.70
65
8.500 668.70
132,400.00
BOYNTON BEACH FL 33436 1 04/07/95
00
0380109265 03 06/01/95
0
106336 O 05/01/25
0
1415758 696/728 F 416,150.00
ZZ
YAROVENKO ALEXANDER 360 416,150.00
1
1303 STAMFORD WAY 8.875 3,311.08
75
8.625 3,311.08
554,900.00
RESTON VA 22094 1 04/14/95
00
0380109323 03 06/01/95
0
7020401 O 05/01/25
0
1415799 597/728 F 245,000.00
ZZ
BRATTON WILLIAM M 360 245,000.00
1
262 RIDGEWOOD AVENUE 9.000 1,971.33
70
8.750 1,971.33
350,000.00
GLEN RIDGE NJ 07028 1 04/13/95
00
0380109620 05 06/01/95
0
150130 O 05/01/25
0
1415805 439/439 F 210,000.00
ZZ
KORDIK JEFF 360 210,000.00
1
725 LARKIN VALLEY ROAD 8.850 1,667.10
65
8.600 1,667.10
325,000.00
WATSONVILLE CA 95076 1 04/07/95
00
17722927 05 06/01/95
0
17722927 O 05/01/25
0
1415830 637/728 F 87,500.00
ZZ
SINGH AMRIT P 360 87,500.00
1
81-27 267TH ST 9.250 719.85
50
9.000 719.85
175,000.00
1
BELLEROSE NY 11004 1 04/07/95
00
0380111493 05 06/01/95
0
4460408 O 05/01/25
0
1415832 637/728 F 143,500.00
ZZ
KHAN MOHAMMED S 360 143,500.00
3
35-48 29TH ST. 9.625 1,219.74
70
9.375 1,219.74
205,000.00
LONG ISLAND CIT NY 11106 1 04/14/95
00
0380111485 05 06/01/95
0
4460036 O 05/01/25
0
1415833 637/728 F 216,600.00
ZZ
KAUPPILA ROBERT W 360 216,600.00
1
3943 SWEETWATER DRIVE 9.000 1,742.82
95
8.750 1,742.82
228,000.00
ROCKLIN CA 95677 1 04/07/95
10
0380111501 05 06/01/95
30
3431392 O 05/01/25
0
1415834 637/728 F 152,450.00
ZZ
WERTIME LYNNE A 360 152,450.00
1
211 WHITESTONE ROAD 8.875 1,212.96
75
8.625 1,212.96
203,300.00
KENNETT SQUARE PA 19348 1 04/11/95
00
0380112889 05 06/01/95
0
4028296 O 05/01/25
0
1415877 A52/728 F 251,900.00
ZZ
JAMES DORSEY M 360 251,900.00
1
330 AYLESWORTH COVE 8.875 2,004.23
90
8.625 2,004.23
279,900.00
ALPHARETTA GA 30202 1 04/21/95
04
0380109711 03 06/01/95
25
107077 O 05/01/25
0
1415879 324/728 F 488,000.00
ZZ
DRIVER JR M C 360 488,000.00
1
3407 MOUNT BONNELL DRIVE 8.625 3,795.62
80
8.375 3,795.62
610,000.00
AUSTIN TX 78731 4 04/10/95
00
0380111543 05 06/01/95
0
2443200891 O 05/01/25
0
1
1415881 131/131 F 237,000.00
ZZ
MEJIA ERNEST 360 237,000.00
1
7400 WILLOW LANE 9.125 1,928.31
88
8.875 1,928.31
269,736.00
BROOKLYN PARK MN 55443 1 04/12/95
10
2572886 05 06/01/95
17
2572886 O 05/01/25
0
1415973 241/241 F 248,000.00
ZZ
BRIGGS RUSSELL K 360 247,878.01
1
240 S DRAKE DRIVE 9.500 2,085.32
73
9.250 2,085.32
340,000.00
MANHATTAN KS 66502 2 03/07/95
00
7027238 05 05/01/95
0
7027238 O 04/01/25
0
1415974 241/241 F 220,000.00
ZZ
NICKLES CONSTANCEP 360 219,891.80
1
6100 VAUX ROAD 9.500 1,849.87
80
9.250 1,849.87
275,000.00
BURTON SC 29902 1 03/27/95
00
7028863 05 05/01/95
0
7028863 O 04/01/25
0
1415975 450/728 F 253,600.00
ZZ
WESTERDALE TIMOTHY A 360 253,454.10
1
2427 LONDONDERRY 8.750 1,995.07
80
8.500 1,995.07
317,600.00
ANN ARBOR MI 48104 1 03/31/95
00
0380110032 05 05/01/95
0
3840733 O 04/01/25
0
1416004 766/728 F 44,200.00
T
URRUTIA GUILLERMO 360 44,200.00
1
6345 COLLINS AVE. #505 9.375 367.63
76
9.125 367.63
58,400.00
MIAMI BEACH FL 33141 1 04/28/95
00
0380112855 06 06/01/95
0
95HA024 O 05/01/25
0
1416017 686/686 F 145,000.00
ZZ
PITAMBER KAMLA 360 145,000.00
1
1
77 CLINTON PARK DRIVE 9.650 1,235.14
75
9.400 1,235.14
195,000.00
BERGENFIELD NJ 07621 1 04/07/95
00
0030816523807 05 06/01/95
0
0030816523807 O 05/01/25
0
1416019 686/686 F 27,500.00
ZZ
DEL GAIS FRED R 360 27,500.00
1
9795-B TABEBUIA TREE DRIVE 9.200 225.25
36
APT IX-315-B 8.950 225.25
77,500.00
BOYNTON BEACH FL 33436 1 04/05/95
00
0030816590871 01 06/01/95
0
0030816590871 O 05/01/25
0
1416023 686/686 F 232,500.00
ZZ
FAZILAT ABDUL R 360 232,500.00
1
9113 MEADOWCREEK LANE 9.050 1,879.12
75
8.800 1,879.12
310,000.00
LORTON VA 22079 1 04/05/95
00
0030816644587 03 06/01/95
0
0030816644587 O 05/01/25
0
1416024 267/267 F 270,000.00
ZZ
BROWN MICHAEL H 360 270,000.00
1
5527 BLUEBELL AVENUE 8.875 2,148.25
78
8.625 2,148.25
350,000.00
VALLEY VILLAGE CA 91607 2 04/06/95
00
7316745 05 06/01/95
0
7316745 O 05/01/25
0
1416044 083/728 F 235,600.00
ZZ
BOSCHEN SHARON L 360 235,471.31
1
26632 CHESTER DRIVE 9.000 1,895.69
80
8.750 1,895.69
294,500.00
LAGUNA HILLS CA 92653 1 03/23/95
00
0380111188 03 05/01/95
0
1080767 O 04/01/25
0
1416050 A35/728 F 299,250.00
ZZ
PANDELIS NICK 360 299,250.00
1
2223 VERSAILLES COURT 9.500 2,516.26
75
9.250 2,516.26
399,000.00
HENDERSON NV 89014 1 04/27/95
00
0380115957 03 06/01/95
0
1
2118 O 05/01/25
0
1416075 736/728 F 323,900.00
ZZ
ROBERTSON JR RICHARD H 360 323,900.00
1
2635 ANNANDALE 9.125 2,635.36
90
8.875 2,635.36
360,000.00
TUSTIN CA 92680 1 04/07/95
21
0380113804 05 06/01/95
25
426834 O 05/01/25
0
1416138 562/562 F 164,000.00
ZZ
SHASHATY RICHARD 360 164,000.00
1
41 EAGLENEST ROAD 9.000 1,319.59
69
8.750 1,319.59
239,000.00
FREEHOLD NJ 07728 1 04/24/95
00
457085 05 06/01/95
0
457085 O 05/01/25
0
1416143 246/246 F 247,500.00
ZZ
PIERCE JOHN A 360 247,364.80
1
3715 TANGLEWOOD LANE 9.000 1,991.45
75
8.750 1,991.45
330,000.00
DAVIDSONVILLE MD 21035 1 03/28/95
00
017884 03 05/01/95
0
017884 O 04/01/25
0
1416144 246/246 F 60,000.00
ZZ
DELONG JANET 360 60,000.00
1
119 BATTLE MOUNTAIN ROAD 9.250 493.61
37
9.000 493.61
166,000.00
AMISSVILLE VA 22002 1 04/13/95
00
88762 05 06/01/95
0
88762 O 05/01/25
0
1416157 560/560 F 255,200.00
ZZ
SETO WILLIAM R 360 230,350.55
1
3645 MAYFAIR RD NW 10.000 2,239.56
80
9.750 2,239.56
319,000.00
ATLANTA GA 30342 1 07/16/90
00
217452853 05 09/01/90
0
217452853 O 08/01/20
0
1
1416158 560/560 F 232,000.00
ZZ
FLATZ DOUGLAS R 360 225,152.69
1
795 N FERNDALE RD 10.375 2,100.54
75
10.125 2,100.54
312,000.00
WAYZATA MN 55391 1 10/31/90
00
217530336 05 12/01/90
0
217530336 O 11/01/20
0
1416159 560/560 F 228,706.28
ZZ
KATZ ROY D 315 228,189.35
1
11 ARLEN WAY 10.375 2,118.04
77
10.125 2,118.04
299,000.00
WEST HARTFORD CT 06117 1 12/16/94
00
217847136 05 03/01/95
0
217847136 O 05/01/21
0
1416160 560/560 F 212,700.75
ZZ
SCIARAPPA JOSEPH M 318 212,176.65
1
106 HANSON RD 10.375 1,966.25
69
10.125 1,966.25
310,000.00
CHESTER NH 03036 1 12/20/94
00
217896265 05 02/01/95
0
217896265 O 07/01/21
0
1416161 560/560 F 207,518.60
ZZ
ASHONG EMMANUEL F 318 207,142.86
1
6 REDSTONE RIDGE 10.375 1,918.34
85
10.125 1,918.34
245,000.00
VOORHEES NJ 08043 1 01/09/95
11
217940816 05 03/01/95
12
217940816 O 08/01/21
0
1416162 560/560 F 149,507.49
ZZ
CAPONE LAWRENCE 325 149,034.81
1
6906 HALL DRIVE 9.875 1,322.50
47
9.625 1,322.50
320,000.00
BERLIN MD 21811 1 11/22/94
00
220069132 05 01/01/95
0
220069132 O 01/01/22
0
1416163 560/560 F 115,619.81
T
SCHALL JR KIRBY J 329 114,867.07
1
4532 39TH STREET SOUTH 9.000 948.31
68
8.750 948.31
171,500.00
1
ST. PETERSBURG FL 33711 1 06/06/94
00
220074298 05 09/01/94
0
220074298 O 01/01/22
0
1416164 560/560 F 189,695.25
ZZ
KAZIGO JOSEPH M 328 186,988.70
1
RTE 202 MILL DAM STREET 10.000 1,692.03
55
9.750 1,692.03
350,000.00
SOMERS NY 10540 1 10/06/94
00
220142004 05 12/01/94
0
220142004 O 03/01/22
0
1416165 560/560 F 260,800.00
ZZ
ONTJES GENE K 360 260,263.84
1
9 LAURA LYNN LANE 8.875 2,075.04
80
8.625 2,075.04
326,000.00
GLEN MILLS PA 19342 1 02/17/95
00
450083795 05 04/01/95
0
450083795 O 03/01/25
0
1416167 560/560 F 318,250.00
ZZ
ABRAMCHECK FRANK J 360 317,891.84
1
8278 ARMETALE LANE 8.875 2,532.14
95
8.625 2,532.14
335,000.00
FAIRFAX STATION VA 22039 1 02/28/95
10
450089453 03 04/01/95
30
450089453 O 03/01/25
0
1416168 560/560 F 230,000.00
R
TSANG KWONG L 360 229,883.86
1
537 SILVERADO DRIVE 9.375 1,913.02
52
9.125 1,913.02
450,000.00
LAFAYETTE CA 94549 1 02/10/95
00
450093521 05 05/01/95
0
450093521 O 04/01/25
0
1416169 560/560 F 116,850.00
ZZ
CICCARIELLO RONALD 360 116,782.77
1
10981 HAYDEN DRIVE 8.750 919.26
70
8.500 919.26
168,000.00
BOCA RATON FL 33498 1 03/15/95
00
450096912 03 05/01/95
0
450096912 O 04/01/25
0
1
1416170 560/560 F 340,000.00
ZZ
BAGGETT ROBERT W 360 339,819.07
1
142 17TH STREET 9.125 2,766.35
80
8.875 2,766.35
425,000.00
ATLANTA GA 30309 1 03/15/95
00
450097019 05 05/01/95
0
450097019 O 04/01/25
0
1416171 560/560 F 85,000.00
ZZ
COHEN JACK S 360 84,951.09
1
249 LONGWOOD ROAD 8.750 668.70
29
8.500 668.70
300,000.00
KENNETT SQUARE PA 19348 1 03/15/95
00
450097027 03 05/01/95
0
450097027 O 04/01/25
0
1416172 560/560 F 256,850.00
ZZ
DEBOEVER GEORGE V 360 256,720.29
1
505 RAVEN PLACE 9.375 2,136.35
95
9.125 2,136.35
270,375.00
CLAYTON CA 94517 1 03/01/95
04
450097829 05 05/01/95
25
450097829 O 04/01/25
0
1416173 560/560 F 238,500.00
ZZ
LUNEY JR PERCY R 360 238,379.56
1
2800 CHURCHILL ROAD 9.375 1,983.72
90
9.125 1,983.72
265,000.00
RALEIGH NC 27607 1 03/17/95
10
450098546 05 05/01/95
25
450098546 O 04/01/25
0
1416174 560/560 F 209,600.00
ZZ
MCLAUGHLIN PATRICK M 360 209,482.50
1
34 CRAWFORD ROAD 8.875 1,667.67
80
8.625 1,667.67
262,000.00
AUDUBON PA 19403 1 03/20/95
00
450099197 05 05/01/95
0
450099197 O 04/01/25
0
1416175 560/560 F 520,000.00
ZZ
RUIZ MANUEL J 360 519,708.48
1
1
19136 OAHU LANE 8.875 4,137.35
80
8.625 4,137.35
650,000.00
SARATOGA CA 95070 1 03/15/95
00
450099700 05 05/01/95
0
450099700 O 04/01/25
0
1416179 560/560 F 328,000.00
ZZ
MANNING JOSEPH 300 327,719.40
1
121 WETUMPKA LANE 9.250 2,808.93
80
9.000 2,808.93
410,000.00
WATCHUNG NJ 07060 2 03/20/95
00
450102322 05 05/01/95
0
450102322 O 04/01/20
0
1416180 560/560 F 225,380.00
ZZ
DESHON IV DANIEL A 360 225,274.85
1
210 CONDOR WAY 9.750 1,936.36
95
9.500 1,936.36
237,247.00
CLAYTON CA 94517 1 03/06/95
10
450102769 05 05/01/95
30
450102769 O 04/01/25
0
1416181 560/560 F 68,650.00
ZZ
SANDOVAL MARIA L 360 68,614.41
1
6068 NORTH GOLDEN EAGLE DRIVE 9.250 564.77
32
9.000 564.77
215,500.00
TUCSON AZ 85715 1 03/14/95
00
450102827 03 05/01/95
0
450102827 O 04/01/25
0
1416182 560/560 F 104,400.00
T
JOHNSON KEN 360 104,345.88
1
640 VILLAGE ROAD #102 9.250 858.87
80
9.000 858.87
130,500.00
BRECKENRIDGE CO 80424 1 03/27/95
00
450102884 01 05/01/95
0
450102884 O 04/01/25
0
1416184 560/560 F 185,000.00
ZZ
DIEFENDORF WARREN L 360 184,896.29
1
32847 NORTH 68TH PLACE 8.875 1,471.94
75
8.625 1,471.94
246,788.00
SCOTTSDALE AZ 85262 1 03/20/95
00
450103619 03 05/01/95
0
1
450103619 O 04/01/25
0
1416185 560/560 F 215,000.00
ZZ
OLIN LEONARD I 360 214,882.56
1
21 DUCKS HEAD 9.000 1,729.94
52
8.750 1,729.94
415,000.00
NEW CASTLE NH 03854 1 03/29/95
00
450103742 01 05/01/95
0
450103742 O 04/01/25
0
1416186 560/560 F 161,000.00
ZZ
TESSLER DEBORAH A 360 160,918.69
1
100 HOPKINS STREET 9.375 1,339.12
75
9.125 1,339.12
216,000.00
HILLSDALE NJ 07642 1 03/29/95
00
450104104 05 05/01/95
0
450104104 O 04/01/25
0
1416187 560/560 F 324,000.00
ZZ
CUDNEY ROBERT E 360 323,201.64
1
1 DERNE PLACE 9.375 2,694.87
90
9.125 2,694.87
364,000.00
LAGUNA NIGUEL CA 92677 1 03/02/95
10
450104401 05 05/01/95
25
450104401 O 04/01/25
0
1416188 560/560 F 224,000.00
ZZ
DEGEAL GEORGE W 360 223,886.88
1
815 NORTH HAZELWOOD LANE 9.375 1,863.12
80
9.125 1,863.12
280,000.00
PRESCOTT AZ 86301 1 03/15/95
00
450104427 05 05/01/95
0
450104427 O 04/01/25
0
1416189 560/560 F 237,450.00
ZZ
GARZA JOHN J 360 237,330.09
1
1377 SCOSSA AVENUE 9.375 1,974.99
95
9.125 1,974.99
249,950.00
SAN JOSE CA 95118 1 03/22/95
10
450104476 05 05/01/95
30
450104476 O 04/01/25
0
1
1416191 560/560 F 394,500.00
ZZ
CHURCHWELL GEORGE H 360 394,284.51
1
12520 PHILMONT DRIVE 9.000 3,174.24
90
8.750 3,174.24
438,348.00
HERNDON VA 22070 1 03/30/95
04
450104898 03 05/01/95
30
450104898 O 04/01/25
0
1416193 560/560 F 94,500.00
ZZ
DUBOIS RICHARD A 360 94,454.73
1
80 YANKEE AVENUE 9.625 803.24
95
9.375 803.24
99,500.00
BANGOR ME 04401 1 03/30/95
04
450105713 05 05/01/95
30
450105713 O 04/01/25
0
1416194 560/560 F 65,000.00
ZZ
SHEARER MARLIN R 360 64,966.30
1
3 MINERAL STREET 9.250 534.74
50
9.000 534.74
130,000.00
IPSWICH MA 01938 1 03/30/95
00
450106034 05 05/01/95
0
450106034 O 04/01/25
0
1416195 560/560 F 418,850.00
ZZ
KAMINSKY JORGE A 360 418,654.59
1
317 SUNSET DRIVE 9.750 3,598.57
90
9.500 3,598.57
465,443.00
DANVILLE CA 94506 1 03/30/95
10
450106133 03 05/01/95
25
450106133 O 04/01/25
0
1416197 560/560 F 294,000.00
ZZ
THIELEMIER STEPHEN J 360 293,835.17
1
10130 COUNTRY WAY DRIVE 8.875 2,339.20
75
8.625 2,339.20
392,000.00
CORDOVA TN 38018 4 03/31/95
00
450106448 05 05/01/95
0
450106448 O 04/01/25
0
1416198 560/560 F 280,800.00
ZZ
LAND KEITH W 360 280,634.22
1
102 PADDOCK DRIVE 8.625 2,184.03
90
8.375 2,184.03
312,000.00
1
SPRINGFIELD TWP NJ 08022 1 03/31/95
04
450107347 05 05/01/95
25
450107347 O 04/01/25
0
1416201 560/560 F 250,000.00
ZZ
CHALEFF PHILIP L 360 249,659.85
1
230 CINNABAR LANE 8.875 1,989.11
75
8.625 1,989.11
337,270.00
YARDLEY PA 19067 1 03/31/95
00
450108097 05 05/01/95
0
450108097 O 04/01/25
0
1416202 560/560 F 368,000.00
ZZ
FOLTYNEWICZ GARY L 360 367,809.22
1
1002 OLD HICKORY BLVD 9.250 3,027.45
66
9.000 3,027.45
562,500.00
BRENTWOOD TN 37027 2 03/27/95
00
450108964 05 05/01/95
0
450108964 O 04/01/25
0
1416203 560/560 F 209,000.00
ZZ
BARTOLI DAN 360 208,888.78
1
1262 NORTH MCKEMY AVENUE 9.125 1,700.49
95
8.875 1,700.49
220,000.00
CHANDLER AZ 85226 1 03/29/95
04
450109574 03 05/01/95
30
450109574 O 04/01/25
0
1416204 560/560 F 49,150.00
ZZ
LACHOWICZ TANYA E 360 49,124.52
1
334 EAST 16TH STREET 9.250 404.34
52
9.000 404.34
95,000.00
TUCSON AZ 85701 2 03/17/95
00
450110614 05 05/01/95
0
450110614 O 04/01/25
0
1416205 560/560 F 213,000.00
ZZ
RAMADAN YUSUF 360 213,000.00
1
11 IRVING PLACE 9.250 1,752.30
89
9.000 1,752.30
241,000.00
NEW ROCHELLE NY 10801 1 04/04/95
10
450110895 05 06/01/95
17
450110895 O 05/01/25
0
1
1416207 560/560 F 140,000.00
ZZ
ALVAREZ RAMON F 360 139,919.45
1
2120 HOLLY DRIVE 8.750 1,101.38
50
8.500 1,101.38
280,000.00
LOS ANGELES CA 90068 6 03/31/95
00
450111364 05 05/01/95
0
450111364 O 04/01/25
0
1416211 560/560 F 269,850.00
ZZ
MADDEN ROBERT J 360 269,850.00
1
2549 SHOOTING STAR PLACE 9.750 2,318.43
90
9.500 2,318.43
299,900.00
ALPINE CA 91901 1 03/31/95
04
450112305 05 06/01/95
25
450112305 O 05/01/25
0
1416212 560/560 F 224,000.00
ZZ
CASALONE JOSEPH J 360 224,000.00
1
220 HARBOR LANE EAST 9.750 1,924.51
30
9.500 1,924.51
750,000.00
MASSAPEQUA PK NY 11762 5 04/06/95
00
450113048 05 06/01/95
0
450113048 O 05/01/25
0
1416213 560/560 F 120,000.00
ZZ
WONG THOMAS J 360 120,000.00
1
369 OGDEN AVENUE 9.625 1,019.99
71
9.375 1,019.99
170,000.00
TEANECK NJ 07666 1 04/11/95
00
450113121 05 06/01/95
0
450113121 O 05/01/25
0
1416214 560/560 F 42,500.00
ZZ
HERSHEY KATHLEEN L 360 42,500.00
1
6076 REGENT DRIVE 8.875 338.15
39
8.625 338.15
111,000.00
HARRISBURG PA 17112 1 04/11/95
00
450113162 05 06/01/95
0
450113162 O 05/01/25
0
1416217 560/560 F 230,000.00
ZZ
CAMPBELL CHARLES W 360 230,000.00
1
1
862 WHITMOOR DRIVE 9.375 1,913.02
78
9.125 1,913.02
295,000.00
ST. CHARLES MO 63304 1 04/12/95
00
450113410 05 06/01/95
0
450113410 O 05/01/25
0
1416219 560/560 F 130,000.00
ZZ
DEMOYA JR RENE 360 130,000.00
1
4550 SOUTH WEST 99 COURT 9.000 1,046.01
73
8.750 1,046.01
180,000.00
MIAMI FL 33165 1 04/13/95
00
450114210 05 06/01/95
0
450114210 O 05/01/25
0
1416221 560/560 F 240,980.00
ZZ
SCHMITZ STEPHEN G 360 240,980.00
1
12196 NORTH 138TH WAY 9.250 1,982.48
90
9.000 1,982.48
267,761.00
SCOTTSDALE AZ 85259 1 04/13/95
04
450115076 03 06/01/95
25
450115076 O 05/01/25
0
1416225 560/560 F 293,000.00
ZZ
LIECHTY STANLEY R 360 293,000.00
1
1008 ERIEL AVENUE 8.750 2,305.03
80
8.500 2,305.03
367,000.00
TORRANCE CA 90503 1 04/06/95
00
450117346 05 06/01/95
0
450117346 O 05/01/25
0
1416226 560/560 F 78,000.00
ZZ
GANEV KIRIL D 360 78,000.00
1
5035 NORTH KILDARE 9.000 627.61
60
8.750 627.61
130,000.00
CHICAGO IL 60630 1 04/21/95
00
450118104 05 06/01/95
0
450118104 O 05/01/25
0
1416227 560/560 F 220,450.00
ZZ
PURCELL MARTIN 360 220,450.00
1
824 HARDELL LANE 9.000 1,773.79
90
8.750 1,773.79
245,000.00
VISTA CA 92084 1 04/14/95
10
450119136 05 06/01/95
25
1
450119136 O 05/01/25
0
1416244 069/728 F 304,500.00
ZZ
HOOKS SR DALTON L 360 304,337.95
1
187 HARVARD COURT 9.125 2,477.52
75
8.875 2,477.52
406,000.00
HENDERSON NV 89014 2 03/30/95
00
0380111824 03 05/01/95
0
2352027613 O 04/01/25
0
1416289 719/728 F 227,000.00
ZZ
NASIOS VASILIOS 360 227,000.00
1
1010 HAWLINGS ROAD 9.500 1,908.74
59
9.250 1,908.74
385,000.00
BROOKEVILLE MD 20833 2 04/18/95
00
0380112061 05 06/01/95
0
360010898 O 05/01/25
0
1416293 688/728 F 60,000.00
ZZ
SHEPARD BRAD 360 59,968.89
1
2208 WEST 49TH STREET 9.250 493.61
62
9.000 493.61
98,000.00
AUSTIN TX 78751 1 03/10/95
00
0380112152 05 05/01/95
0
0917339 O 04/01/25
0
1416346 637/728 F 230,400.00
ZZ
CRYSDALE MATTHEW C 360 230,400.00
1
917 SAVOY COURT 8.875 1,833.17
80
8.625 1,833.17
288,000.00
PETALUMA CA 94954 1 04/19/95
00
0380113010 05 06/01/95
0
3502531 O 05/01/25
0
1416348 232/232 F 280,000.00
ZZ
CHAN ALVIN 360 280,000.00
1
734 BERKSHIRE DRIVE 8.500 2,152.96
66
8.250 2,152.96
430,000.00
MILLBRAE CA 94030 1 04/13/95
00
9711979 05 06/01/95
0
9711979 O 05/01/25
0
1
1416369 637/728 F 388,000.00
ZZ
PORRINO PETER D 360 388,000.00
1
3305 JEREMY COURT 8.875 3,087.11
80
8.625 3,087.11
485,000.00
SANTA ROSA CA 95404 1 04/12/95
00
0380113002 05 06/01/95
0
3502127 O 05/01/25
0
1416374 051/728 F 136,000.00
ZZ
COREY DEBBIE L 360 136,000.00
1
4801 EAST GARLAND STREET 9.125 1,106.54
68
8.875 1,106.54
200,000.00
ANAHEIM CA 92807 1 04/05/95
00
0380112780 05 06/01/95
0
10106388 O 05/01/25
0
1416449 561/728 F 181,300.00
ZZ
BRINSON CLEALIA L 360 181,300.00
1
4 JERI LANE 8.875 1,442.51
70
8.625 1,442.51
259,900.00
OLD BRIDGE NJ 08857 1 04/12/95
00
0380112129 05 06/01/95
0
8480865 O 05/01/25
0
1416454 480/728 F 153,750.00
ZZ
THOMPSON ROBERT P 360 153,750.00
1
2066 MONTANA AVENUE NE 9.375 1,278.81
75
9.125 1,278.81
205,000.00
ST. PETERSBURG FL 33703 1 04/12/95
00
0380112228 05 06/01/95
0
1049378 O 05/01/25
0
1416465 232/232 F 270,000.00
ZZ
KATAOKA JEFF 360 269,867.19
1
12 WALNUT BAY COURT 9.500 2,270.31
73
9.250 2,270.31
373,950.00
SACRAMENTO CA 95831 2 03/16/95
00
309710542 05 05/01/95
0
309710542 O 04/01/25
0
1416474 670/670 F 1,000,000.00
ZZ
BENASSI JOHN M 360 998,512.64
1
15306 LAS PLANIDERAS 9.500 8,408.55
77
9.250 8,408.55
1,300,000.00
1
RANCHO SANTA FE CA 92067 1 01/18/95
00
29609070 03 03/01/95
0
29609070 O 02/01/25
0
1416475 670/670 F 204,000.00
ZZ
REYES JULIO 360 203,696.56
1
935 24 ROAD 9.500 1,715.35
80
9.250 1,715.35
255,000.00
GRAND JUNCTION CO 81505 2 01/31/95
00
1027040 05 03/01/95
0
1027040 O 02/01/25
0
1416483 670/670 F 297,000.00
ZZ
CHATURVEDI RAHUL 360 296,865.06
1
6 FOUNDRY ROAD 9.875 2,579.00
89
9.625 2,579.00
334,000.00
SHARON MA 02067 2 03/13/95
11
1091843 05 05/01/95
25
1091843 O 04/01/25
0
1416484 670/670 F 300,000.00
ZZ
KLEINBERG EVAN 360 299,831.81
1
10 OLD PINE DRIVE 8.875 2,386.94
48
8.625 2,386.94
628,960.00
EAST HAMPTON NY 11937 1 03/17/95
00
1102486 05 05/01/95
0
1102486 O 04/01/25
0
1416486 670/670 F 499,950.00
ZZ
LEE ROBERT B 360 499,517.50
1
915 OLD POST ROAD 10.125 4,433.67
75
9.875 4,433.67
675,000.00
FAIRFIELD CT 06430 1 02/23/95
00
12846810 05 04/01/95
0
12846810 O 03/01/25
0
1416494 670/670 F 975,000.00
ZZ
BERUFF EDUARDO 360 975,000.00
1
5200 PARTRIDGE LANE NW 8.875 7,757.54
75
8.625 7,757.54
1,300,000.00
WASHINGTON DC 20016 1 04/03/95
00
2224640 05 06/01/95
0
2224640 O 05/01/25
0
1
1416497 670/670 F 305,000.00
ZZ
HEATH SCOTT 360 304,824.52
1
205 COLUMBIA AVENUE 8.750 2,399.44
76
8.500 2,399.44
405,000.00
KENSINGTON CA 94708 1 03/22/95
00
2318075 05 05/01/95
0
2318075 O 04/01/25
0
1416498 670/670 F 211,300.00
ZZ
SILVA TIMOTHY W 360 211,193.29
1
2420 TUNLAW ROAD NW 9.375 1,757.49
95
9.125 1,757.49
222,500.00
WASHINGTON DC 20007 1 03/29/95
14
2388707 07 05/01/95
30
2388707 O 04/01/25
0
1416499 670/670 F 325,000.00
ZZ
STEINBERG WILLIAM S 360 324,840.14
28
733 PARK AVENUE APT 2ND FLOOR 9.500 2,732.78
24
9.250 2,732.78
1,375,000.00
NEW YORK NY 10021 5 03/17/95
00
2437180 14 05/01/95
0
2437180 O 04/01/25
0
1416500 670/670 F 344,000.00
ZZ
GALEL ZEV 360 343,821.66
1
13119 LA BARRANCA ROAD 9.250 2,830.01
42
9.000 2,830.01
830,000.00
LOS ALTOS HILLS CA 94022 1 03/10/95
00
2881128 05 05/01/95
0
2881128 O 04/01/25
0
1416504 670/670 F 367,320.00
ZZ
CAMPBELL IV DAVID W 360 366,917.22
1
5108 HUISACHE STREET 9.000 2,955.54
80
8.750 2,955.54
459,150.00
BELLAIRE TX 77401 4 02/16/95
00
2948308 05 04/01/95
0
2948308 O 03/01/25
0
1416507 670/670 F 199,000.00
ZZ
UCHIL SANJEEV 240 198,706.74
1
1
2258 W 233RD ST 9.125 1,806.49
74
8.875 1,806.49
270,000.00
TORRANCE CA 90501 2 03/24/95
00
2949571 05 05/01/95
0
2949571 O 04/01/15
0
1416508 670/670 F 203,150.00
ZZ
BAUER JR FRED M 360 203,031.29
1
14140 NW HARVEST LANE 8.675 1,587.32
55
8.425 1,587.32
375,000.00
PORTLAND OR 97229 2 03/24/95
00
2952530 05 05/01/95
0
2952530 O 04/01/25
0
1416509 670/670 F 268,000.00
ZZ
COVER HERBERT S 360 267,867.05
1
6924 E NIGHT GLOW CIRCLE 9.460 2,245.68
80
9.210 2,245.68
336,048.00
SCOTTSDALE AZ 85262 1 03/16/95
00
2954630 03 05/01/95
0
2954630 O 04/01/25
0
1416510 670/670 F 460,000.00
ZZ
KENNEDY JOHN F 360 459,721.32
1
363 CREST ROAD 8.500 3,537.01
80
8.250 3,537.01
575,000.00
RIDGEWOOD NJ 07450 1 03/24/95
00
2956675 05 05/01/95
0
2956675 O 04/01/25
0
1416511 670/670 F 650,000.00
ZZ
TROOBOFF STEVAN 360 649,593.91
1
35 DAWN HARBOR LANE 8.350 4,929.01
73
(T/O GREENWICH) 8.100 4,929.01
900,000.00
RIVERSIDE CT 06878 1 03/28/95
00
2960176 05 05/01/95
0
2960176 O 04/01/25
0
1416513 670/670 F 260,000.00
ZZ
ANDREOLI CHRISTINE 360 259,850.57
1
123 NYAC AVENUE 8.755 2,046.35
69
8.505 2,046.35
378,000.00
PELHAM NY 10803 1 03/23/95
00
2960214 05 05/01/95
0
1
2960214 O 04/01/25
0
1416515 670/670 F 259,817.00
ZZ
GUTIERREZ MICHAEL 360 259,669.05
1
2603 TRAIL OF THE MADRONES 8.800 2,053.27
80
8.550 2,053.27
324,772.00
AUSTIN TX 78746 1 03/08/95
00
2961172 05 05/01/95
0
2961172 O 04/01/25
0
1416518 670/670 F 300,000.00
ZZ
MERCOGLIANO GIANCARLO 360 299,827.39
1
1315 SUMMERHILL DRIVE 8.750 2,360.11
67
8.500 2,360.11
450,900.00
MALVERN PA 19355 1 03/31/95
00
2966115 05 05/01/95
0
2966115 O 04/01/25
0
1416520 670/670 F 289,600.00
ZZ
PEEL THOMAS B 360 289,420.00
1
4519 HOCKADAY DRIVE 8.375 2,201.17
80
8.125 2,201.17
362,000.00
DALLAS TX 75229 1 03/31/95
00
2966999 05 05/01/95
0
2966999 O 04/01/25
0
1416521 670/670 F 330,000.00
ZZ
MURPHY TIMOTHY P 360 330,000.00
1
27 HUDSON CIRCLE 8.875 2,625.63
70
8.625 2,625.63
475,000.00
HOUSTON TX 77024 1 04/10/95
00
30010543 05 06/01/95
0
30010543 O 05/01/25
0
1416523 670/670 F 456,000.00
ZZ
JANSEN SUSAN E 360 455,757.33
1
10051 CIELO DRIVE 9.125 3,710.17
80
8.875 3,710.17
570,000.00
LOS ANGELES CA 90210 1 03/10/95
00
337986 05 05/01/95
0
337986 O 04/01/25
0
1
1416524 670/670 F 475,000.00
ZZ
BACHMAN BRUCE M 360 475,000.00
1
4 ROCKCRESS WAY 8.870 3,777.62
74
8.620 3,777.62
647,314.00
MOUNT LAUREL NJ 08055 1 04/06/95
00
344354 03 06/01/95
0
344354 O 05/01/25
0
1416526 670/670 F 250,000.00
ZZ
MATZA ROBIN 360 249,863.44
1
975 GREENFIELD ROAD 9.000 2,011.56
76
8.750 2,011.56
330,000.00
WOODMERE NY 11598 1 03/27/95
00
443247 05 05/01/95
0
443247 O 04/01/25
0
1416527 670/670 F 300,000.00
ZZ
BROWNSTEIN WILLIAM 360 299,846.74
1
45 EAGLE CHASE #45 9.320 2,483.26
67
9.070 2,483.26
450,000.00
WOODBURY NY 11797 1 03/31/95
00
443271 01 05/01/95
0
443271 O 04/01/25
0
1416529 670/670 F 285,000.00
ZZ
DANILO JEFFREY 360 284,840.06
1
211 BRIARWOOD COURT 8.870 2,266.57
64
8.620 2,266.57
449,600.00
DOYLESTOWN PA 18901 4 03/16/95
00
478148 05 05/01/95
0
478148 O 04/01/25
0
1416530 670/670 F 250,000.00
ZZ
SWARD JEFFREY A 360 249,857.20
1
114 BUHLMONT DRIVE 8.785 1,973.01
74
8.535 1,973.01
339,000.00
SEWICKLEY PA 15143 1 03/30/95
00
4852885 05 05/01/95
0
4852885 O 04/01/25
0
1416532 670/670 F 157,000.00
ZZ
ALCORN ROBERT K 360 156,909.67
1
420 NORTH VEGA STREET 8.750 1,235.12
58
8.500 1,235.12
272,000.00
1
ALHAMBRA CA 91801 1 02/28/95
00
504793 05 05/01/95
0
504793 O 04/01/25
0
1416535 670/670 F 205,000.00
ZZ
STEVENS SANDRA A 360 205,000.00
1
7759 SHAUGHNESSY ROAD 9.600 1,738.73
67
9.350 1,738.73
310,000.00
EDINA MN 55439 1 04/06/95
00
510343 03 06/01/95
0
510343 O 05/01/25
0
1416536 670/670 F 332,500.00
T
KOENIGSBERG MAYNARD 360 332,327.62
1
13644 RIVOLI DRIVE 9.250 2,735.40
70
9.000 2,735.40
475,000.00
PALM BEACH GARD FL 33410 1 03/20/95
00
513113 03 05/01/95
0
513113 O 04/01/25
0
1416537 670/670 F 256,000.00
ZZ
MOTTEK HARRY H 360 255,860.16
1
28826 N 111TH PLACE 9.000 2,059.84
79
8.750 2,059.84
324,123.00
SCOTTSDALE AZ 85262 1 03/15/95
00
582115 03 05/01/95
0
582115 O 04/01/25
0
1416541 670/670 F 228,000.00
ZZ
GANTMAN DAVID 360 227,878.66
1
771 PONDHAVEN LANE 9.125 1,855.09
95
8.875 1,855.09
240,000.00
MENDOTA HEIGHTS MN 55120 1 03/27/95
04
7917988 05 05/01/95
30
7917988 O 04/01/25
0
1416542 670/670 F 250,000.00
ZZ
DE CESARE GERALD A 360 249,866.95
1
3029 SHINNECOCK HILLS DR 9.125 2,034.09
62
8.875 2,034.09
409,000.00
DULUTH GA 30136 1 03/24/95
00
7944209 05 05/01/95
0
7944209 O 04/01/25
0
1
1416544 670/670 F 217,000.00
ZZ
ROSEBROOK JEB J 360 216,893.26
1
7513 EAST WINDROSE DRIVE 9.500 1,824.66
70
9.250 1,824.66
310,000.00
SCOTTSDALE AZ 85260 1 03/03/95
00
7992009 05 05/01/95
0
7992009 O 04/01/25
0
1416548 670/670 F 291,900.00
ZZ
SCHULTZ TIMOTHY P 360 291,752.59
1
459 TREE HOLLOW COURT 9.375 2,427.88
80
9.125 2,427.88
364,900.00
SIMI VALLEY CA 93065 1 03/08/95
00
8291390 03 05/01/95
0
8291390 O 04/01/25
0
1416552 670/670 F 365,000.00
ZZ
GOLDIN BRUCE S 360 364,778.88
1
9801 PAW PAW WAY 8.500 2,806.54
75
8.250 2,806.54
490,514.00
POTOMAC MD 20850 1 03/31/95
00
8388598 05 05/01/95
0
8388598 O 04/01/25
0
1416554 670/670 F 237,400.00
ZZ
DOHERTY GRACE B 360 237,400.00
1
18 LAFAYETTE AVENUE 9.000 1,910.18
72
8.750 1,910.18
330,000.00
HINGHAM MA 02043 2 04/07/95
00
8520291 05 06/01/95
0
8520291 O 05/01/25
0
1416555 670/670 F 324,000.00
ZZ
HUTH MARK M 360 323,827.58
1
225 MARIPOSA TERRACE 9.125 2,636.17
90
8.875 2,636.17
360,000.00
MEDFORD OR 97504 1 03/16/95
14
8526087 05 05/01/95
25
8526087 O 04/01/25
0
1416556 670/670 F 228,000.00
ZZ
WEIBURG STEVEN 360 228,000.00
1
1
77 RAVENNA STREET 9.250 1,875.70
80
9.000 1,875.70
285,000.00
STATEN ISLAND NY 10312 1 04/11/95
00
8527024 05 06/01/95
0
8527024 O 05/01/25
0
1416557 670/670 F 210,600.00
ZZ
MC GARY FRETIAS 360 210,481.93
1
4972 STACY STREET 8.875 1,675.63
90
8.625 1,675.63
234,000.00
OAKLAND CA 94605 1 03/13/95
10
8542091 05 05/01/95
17
8542091 O 04/01/25
0
1416560 670/670 F 292,500.00
ZZ
SMETS STEVEN 360 291,326.31
1
90 CIRCLE DRIVE 8.875 2,327.27
89
8.625 2,327.27
330,000.00
BUFFALO GROVE IL 60089 1 09/28/94
14
870528 05 11/01/94
17
870528 O 10/01/24
0
1416561 670/670 F 221,400.00
ZZ
HUNT THOMAS B 360 221,291.09
1
31 ST AGNES LANE 9.500 1,861.66
95
CITY OF ALBANY 9.250 1,861.66
233,100.00
LOUDONVILLE NY 12211 1 03/31/95
04
8781095 05 05/01/95
25
8781095 O 04/01/25
0
1416563 670/670 F 413,000.00
ZZ
ZABOSKI JAMES B 360 412,762.38
1
34 GOLDSTONE COURT 8.750 3,249.08
52
8.500 3,249.08
795,000.00
DANVILLE CA 94506 2 03/28/95
00
9004823 03 05/01/95
0
9004823 O 04/01/25
0
1416564 670/670 F 272,000.00
ZZ
DANG HAI V 360 271,847.51
1
12626 LIDDINGTON STREET 8.875 2,164.16
80
8.625 2,164.16
340,000.00
CERRITOS CA 90703 1 03/16/95
00
9022295 05 05/01/95
0
1
9022295 O 04/01/25
0
1416565 670/670 F 311,250.00
ZZ
MARTIN JAMES A 360 311,096.90
1
16319 EAST JACKLIN DRIVE 9.500 2,617.16
75
9.250 2,617.16
415,000.00
FOUNTAIN HILLS AZ 85268 2 03/29/95
00
9100865 05 05/01/95
0
9100865 O 04/01/25
0
1416566 670/670 F 325,000.00
ZZ
SIEGEL PHILLIP B 360 324,827.04
1
30932 VIA MIRADOR 9.125 2,644.31
50
8.875 2,644.31
650,000.00
SAN JUAN CAPIST CA 92675 2 03/24/95
00
9100873 03 05/01/95
0
9100873 O 04/01/25
0
1416567 670/670 F 676,000.00
ZZ
KERPER KENNETH R 360 675,649.54
1
13636 PASEO DE LA HUERTA 9.250 5,561.29
75
9.000 5,561.29
902,218.00
POWAY CA 92064 4 03/24/95
00
9123334 05 05/01/95
0
9123334 O 04/01/25
0
1416569 670/670 F 92,400.00
ZZ
LINDUSKY EUGENE M 360 92,400.00
1
1399 COTTONWOOD COURT 8.875 735.18
70
8.625 735.18
132,000.00
CORONA CA 91719 2 04/04/95
00
9127992 05 06/01/95
0
9127992 O 05/01/25
0
1416570 670/670 F 412,500.00
ZZ
ROBERTSON IAN 360 412,307.54
1
77 SOUTH BIRCH ROAD #PH2 9.750 3,544.02
75
9.500 3,544.02
550,000.00
FORT LAUDERDALE FL 33316 5 03/17/95
00
9590587 06 05/01/95
0
9590587 O 04/01/25
0
1
1416699 447/447 F 270,000.00
ZZ
JONES WILLIAM J 360 269,671.70
1
22315 238TH PLACE SOUTHEAST 8.500 2,076.07
90
8.250 2,076.07
300,000.00
MAPLE VALLEY WA 98038 1 02/24/95
21
3013104 03 04/01/95
20
3013104 O 03/01/25
0
1416706 447/447 F 234,500.00
ZZ
GURNARD GLEN D 360 234,070.77
1
43924 FELICITY PLACE 8.500 1,803.11
80
8.250 1,803.11
293,140.00
ASHBURN VA 22011 1 02/23/95
00
3023217 03 04/01/95
0
3023217 O 03/01/25
0
1416757 025/025 F 282,400.00
T
ANTOINE RICHARD L 360 282,237.53
1
1145 GULF OF MEXICO DR #1-504 8.750 2,221.64
80
8.500 2,221.64
355,000.00
LONGBOAT KEY FL 34228 1 03/31/95
00
547696 05 05/01/95
0
547696 O 04/01/25
0
1416929 593/593 F 248,000.00
ZZ
BIEDERMANN SCOTT 360 248,000.00
1
6590 SOUTH BOUCHELLE LANE 9.125 2,017.81
80
8.875 2,017.81
310,000.00
SALT LAKE CITY UT 84121 1 04/10/95
00
6575757 05 06/01/95
0
6575757 O 05/01/25
0
1416962 074/728 F 262,000.00
ZZ
FREUND ERWIN 360 261,849.26
1
2915 SUNSET HILLS DRIVE 8.750 2,061.16
80
8.500 2,061.16
327,500.00
ESCONDIDO CA 92025 1 03/27/95
00
0380114406 05 05/01/95
0
1567120420 O 04/01/25
0
1416965 074/728 F 260,000.00
ZZ
ROQUE RENATO 360 259,861.63
1
1 FINISTERRA 9.125 2,115.45
90
8.875 2,115.45
290,000.00
1
IRVINE CA 92714 1 03/15/95
04
0380115288 05 05/01/95
30
1562117870 O 04/01/25
0
1416975 074/728 F 250,000.00
ZZ
BULLICK RAYMOND 360 249,870.39
1
6504 W CAMBRIDGE COURT 9.250 2,056.69
74
9.000 2,056.69
340,000.00
VISALIA CA 93277 2 03/06/95
00
0380114372 05 05/01/95
0
9406018 O 04/01/25
0
1416976 074/728 F 348,750.00
ZZ
MILLIGAN DONALD G 360 348,750.00
1
RT. 5 BOX 449-A 9.000 2,806.12
75
8.750 2,806.12
465,000.00
CLEBURNE TX 76031 1 04/12/95
00
0380113705 05 06/01/95
0
1563102980 O 05/01/25
0
1416977 074/728 F 262,400.00
ZZ
BERTOLLI PAUL J 360 262,252.89
1
39 ALAMO AVENUE 8.875 2,087.78
80
8.625 2,087.78
328,000.00
BERKELEY CA 94708 1 03/20/95
00
0380114612 05 05/01/95
0
1561287852 O 04/01/25
0
1416978 074/728 F 223,250.00
ZZ
POIPAO RICHARD 360 223,137.26
1
3785 MANY OAKS LANE 9.375 1,856.88
95
9.125 1,856.88
235,000.00
SHINGLE SPRINGS CA 95682 1 03/20/95
04
0380115304 05 05/01/95
30
1507021248 O 04/01/25
0
1416980 074/728 F 252,000.00
ZZ
ERICKSON LARS C 360 252,000.00
1
54 OAKWOOD ROAD 9.500 2,118.96
90
9.250 2,118.96
280,000.00
NEWTON MA 02160 1 04/13/95
04
0380113820 05 06/01/95
25
1580010608 O 05/01/25
0
1
1416981 074/728 F 315,000.00
ZZ
HAGERTY MARYLYN A 360 314,832.36
1
1808 CALLE MAYITA 9.125 2,562.95
90
8.875 2,562.95
350,000.00
SAN CLEMENTE CA 92672 1 03/17/95
01
0380114489 05 05/01/95
17
1562118351 O 04/01/25
0
1416982 074/728 F 476,000.00
ZZ
KNIGHT CLAY M 360 475,733.15
1
26 PAINTBRUSH COURT 8.875 3,787.27
90
8.625 3,787.27
529,000.00
SANTA FE NM 87501 4 03/30/95
14
0380113614 03 05/01/95
25
113706991 O 04/01/25
0
1416984 074/728 F 500,000.00
ZZ
JUDD BRYAN G 360 499,726.88
1
5079 WESTBURY CIRCLE 9.000 4,023.12
72
8.750 4,023.12
700,000.00
GRANITE BAY CA 95746 4 03/22/95
00
0380114364 03 05/01/95
0
1573118375 O 04/01/25
0
1416985 074/728 F 220,500.00
ZZ
REED DAVID W 360 220,397.12
1
8460 RED FOX LANE 9.750 1,894.44
90
9.500 1,894.44
245,000.00
WARRENTON VA 22186 1 03/30/95
11
0380114604 05 05/01/95
25
1763015766 O 04/01/25
0
1416992 074/728 F 420,000.00
ZZ
BRUNO JOSEPH X 360 419,770.58
1
22 POWERS ROAD 9.000 3,379.42
80
8.750 3,379.42
525,000.00
ANDOVER MA 01810 1 03/21/95
00
0380114646 05 05/01/95
0
1580010710 O 04/01/25
0
1416993 074/728 F 341,000.00
ZZ
PRATER PHILLIP T 360 341,000.00
1
1
14601 GOLDEN LEAF PLACE 9.500 2,867.31
80
9.250 2,867.31
427,000.00
LOUISVILLE KY 40245 1 04/06/95
00
0380113903 05 06/01/95
0
01504014031 O 05/01/25
0
1416996 074/728 F 245,100.00
ZZ
WELLS JR ARCHIBALDH 360 244,962.59
1
624 NORTH TAZEWELL STREET 8.875 1,950.13
95
8.625 1,950.13
258,000.00
ARLINGTON VA 22203 1 03/18/95
10
0380114729 09 05/01/95
25
1500040029 O 04/01/25
0
1416997 074/728 F 221,250.00
ZZ
VELLECO PETER J 360 221,132.25
1
43 STEWART WAY 9.125 1,800.17
75
8.875 1,800.17
295,000.00
SOUTH KINGSTOWN RI 02879 5 03/30/95
00
0380113747 05 05/01/95
0
1580011382 O 04/01/25
0
1416998 074/728 F 323,950.00
ZZ
KANWAR GURINDERJS 360 323,753.75
1
9832 CRANLEIGH DRIVE 8.500 2,490.90
95
8.250 2,490.90
341,000.00
GRANITE BAY CA 95746 1 03/27/95
10
0380114679 03 05/01/95
30
1573117634 O 04/01/25
0
1417003 074/728 F 326,000.00
ZZ
IMSHAUG KNUT 360 325,851.89
1
106 FIELD BROOK 9.875 2,830.82
80
9.625 2,830.82
407,500.00
MADISON CT 06443 1 03/31/95
00
0380114687 05 05/01/95
0
81706084 O 04/01/25
0
1417005 074/728 F 600,000.00
ZZ
ASSER SOLOMON 360 600,000.00
41
61 EAST 86TH STREET 9.375 4,990.50
69
#53 & #54 9.125 4,990.50
875,000.00
NEW YORK NY 10028 5 04/11/95
00
0380113838 13 06/01/95
0
1
1111004289 O 05/01/25
0
1417006 074/728 F 225,000.00
ZZ
LINDE JAY 360 224,889.30
1
2 DUNBOW DRIVE 9.500 1,891.95
71
9.250 1,891.95
320,000.00
CHAPPAPUA NY 10514 1 03/13/95
00
0380114471 05 05/01/95
0
1112006712 O 04/01/25
0
1417009 074/728 F 436,000.00
ZZ
KLEIN MARK J 360 436,000.00
1
1010 SOUTH COAST BOULEVARD 8.875 3,469.02
80
8.625 3,469.02
550,000.00
LA JOLLA CA 92037 2 04/11/95
00
0380114885 01 06/01/95
0
1567120328 O 05/01/25
0
1417012 074/728 F 230,000.00
ZZ
ROBERTSON SHERYL A 360 230,000.00
1
821 ARLINGTON BOULEVARD 8.750 1,809.42
80
8.500 1,809.42
287,500.00
EL CERRITO CA 94530 1 04/03/95
00
0380113770 05 06/01/95
0
1561289381 O 05/01/25
0
1417014 074/728 F 266,500.00
ZZ
ANDERSON DAVID E 360 266,358.18
1
4546 TOWNVIEW DR 9.125 2,168.33
80
8.875 2,168.33
336,500.00
LAS VEGAS NV 89129 1 03/17/95
00
0380114539 03 05/01/95
0
1251101271 O 04/01/25
0
1417017 074/728 F 376,000.00
ZZ
PASQUALINA MARCO 360 375,783.67
1
160 CAMILLE COURT 8.750 2,958.00
80
8.500 2,958.00
470,000.00
ALAMO CA 94507 1 03/13/95
00
0380114695 05 05/01/95
0
1561288979 O 04/01/25
0
1
1417021 074/728 F 190,000.00
ZZ
HAREL RENEE 360 189,904.06
1
4 JADE CT 9.375 1,580.32
75
9.125 1,580.32
256,000.00
RAMAPO NY 10970 1 03/24/95
00
0380114588 05 05/01/95
0
1103036574 O 04/01/25
0
1417027 074/728 F 1,000,000.00
ZZ
SHIELDS DAVID S 360 1,000,000.00
1
155 SUMMERHILL LANE 8.875 7,956.45
69
8.625 7,956.45
1,450,000.00
WOODSIDE CA 94062 1 04/10/95
00
0380114083 03 06/01/95
0
1561289199 O 05/01/25
0
1417029 074/728 F 253,600.00
ZZ
MANSPERGER JOHN R 360 253,600.00
1
1739 VALPICO DRIVE 8.875 2,017.76
95
8.625 2,017.76
267,000.00
SAN JOSE CA 95124 1 04/07/95
10
0380115296 05 06/01/95
25
1561289803 O 05/01/25
0
1417034 670/670 F 1,000,000.00
ZZ
PRESCOTT MICHAEL P 360 1,000,000.00
1
5301 BAYARD LANE 9.125 8,136.33
79
(AKA 24 SHADYSIDE) 8.875 8,136.33
1,275,000.00
HOUSTON TX 77005 1 04/07/95
00
1385330 05 06/01/95
0
1385330 O 05/01/25
0
1417037 670/670 F 445,000.00
ZZ
KAMMAN JAMES F 360 445,000.00
1
23831 VIA ROBLE 8.725 3,492.88
62
8.475 3,492.88
720,000.00
COTO DE CAZA AR CA 92679 1 03/30/95
00
2948877 05 06/01/95
0
2948877 O 05/01/25
0
1417038 670/670 F 250,000.00
ZZ
BENNETT F R 360 250,000.00
1
1953 ERIN WAY 8.500 1,922.29
59
8.250 1,922.29
425,000.00
1
GLENDALE CA 91206 2 04/05/95
00
2949636 05 06/01/95
0
2949636 O 05/01/25
0
1417042 670/670 F 375,000.00
ZZ
WELDON WILLIAM R 360 375,000.00
1
719 SOUTH PARK 8.700 2,936.75
31
8.450 2,936.75
1,230,000.00
HINSDALE IL 60521 2 04/05/95
00
444367 05 06/01/95
0
444367 O 05/01/25
0
1417043 670/670 F 1,000,000.00
ZZ
GOODSTADT MARK 360 998,157.49
1
18 MEADOWOOD LANE 9.625 8,499.90
73
9.375 8,499.90
1,375,000.00
BROOKVILLE NY 11545 1 02/21/95
00
4452910 05 04/01/95
0
4452910 O 03/01/25
0
1417045 670/670 F 516,000.00
ZZ
GROSCHEN STEPHEN L 360 516,000.00
1
41 NEAPOLITAN LANE NO.E 9.000 4,151.86
80
8.750 4,151.86
645,000.00
LONG BEACH CA 90803 1 03/26/95
00
504912 05 06/01/95
0
504912 O 05/01/25
0
1417046 670/670 F 173,600.00
ZZ
CAMERON JAMES M 360 173,600.00
1
6901 E FREMONT PLACE 8.750 1,365.72
80
8.500 1,365.72
217,000.00
ENGLEWOOD CO 80112 1 04/12/95
00
507202 05 06/01/95
0
507202 O 05/01/25
0
1417047 670/670 F 525,000.00
ZZ
NORGAARD CHRISTOPH 240 525,000.00
1
1615 S EUCLID AVENUE 8.420 4,529.53
75
8.170 4,529.53
700,000.00
SAN MARINO CA 91108 2 04/03/95
00
527106 05 06/01/95
0
527106 O 05/01/15
0
1
1417051 561/728 F 122,000.00
ZZ
PRENTER BRIAN P 360 122,000.00
1
55 BELMONT AVENUE 8.750 959.78
70
8.500 959.78
175,000.00
NORTH ARLINGTON NJ 07031 1 04/20/95
00
0380113572 05 06/01/95
0
8515348 O 05/01/25
0
1417060 324/728 F 299,500.00
ZZ
FORD FRANKIE L 360 299,500.00
1
2089 WEBSTER DRIVE 9.500 2,518.36
73
9.250 2,518.36
412,090.00
PARK CITY UT 84060 4 04/20/95
00
0380114315 05 06/01/95
0
2454000651 O 05/01/25
0
1417069 369/369 F 314,500.00
ZZ
BRUTON JOHN M 360 314,500.00
1
11650 EAST STATE ROAD 334 9.250 2,587.32
76
9.000 2,587.32
415,000.00
ZIONSVILLE IN 46077 4 04/17/95
00
48189823 05 06/01/95
0
48189823 O 05/01/25
0
1417097 051/728 F 213,250.00
ZZ
CURRAN JOHN M 360 213,250.00
1
505 SORA LANE 9.250 1,754.36
95
9.000 1,754.36
224,500.00
COPPELL TX 75019 1 04/21/95
11
0380114430 03 06/01/95
30
30100446 O 05/01/25
0
1417099 051/728 F 116,000.00
ZZ
WRIGHT JAMES E 360 116,000.00
1
1408 SUNSET DRIVE 9.250 954.30
71
9.000 954.30
165,000.00
FRIENDSWOOD TX 77546 2 04/17/95
00
0380114505 05 06/01/95
0
30100376 O 05/01/25
0
1417109 074/728 F 330,500.00
ZZ
YARBROUGH ROBERT D 360 330,345.80
1
1
10010 CIRCA VALLE VERDE 9.750 2,839.51
72
9.500 2,839.51
460,000.00
EL CAJON CA 92021 2 03/25/95
00
0380114000 05 05/01/95
0
1567118016 O 04/01/25
0
1417110 074/728 F 350,000.00
ZZ
ADAMS ROBERT L 360 350,000.00
1
986 JOHN ANDERSON DRIVE 9.375 2,911.13
59
9.125 2,911.13
600,000.00
ORMOND BEACH FL 32176 2 04/13/95
00
0380114323 05 06/01/95
0
1590007960 O 05/01/25
0
1417111 560/560 F 251,650.00
R
COSMAI ROBERT A 360 251,253.74
1
22431 CANYON CREST DRIVE 8.375 1,912.72
65
8.125 1,912.72
391,667.00
MISSION VIEJO CA 92692 1 02/16/95
00
450091640 03 04/01/95
0
450091640 O 03/01/25
0
1417112 560/560 F 240,800.00
R
SOULLIERE JUDY M 360 240,657.83
1
2341 CAMRON CT. 8.625 1,872.92
80
8.375 1,872.92
301,000.00
W BLOOMFIELD MI 48324 1 03/17/95
00
450098256 03 05/01/95
0
450098256 O 04/01/25
0
1417113 560/560 F 286,700.00
R
BROWN PAUL J 360 286,530.74
1
499 BLACKSTONE COURT 8.625 2,229.92
90
8.375 2,229.92
318,603.00
DANVILLE CA 94506 1 03/22/95
10
450099866 03 05/01/95
25
450099866 O 04/01/25
0
1417114 560/560 F 241,500.00
ZZ
HARDIN ROBERT L 360 241,357.42
1
3672-3674 ASBURY STREET 8.625 1,878.36
70
8.375 1,878.36
345,000.00
UNIVERSITY PARK TX 75205 1 03/27/95
00
450102371 05 05/01/95
0
1
450102371 O 04/01/25
0
1417116 560/560 F 351,000.00
R
MACDONALD IAN R 360 350,792.77
1
80 KINGS OAK PLACE 8.625 2,730.04
90
8.375 2,730.04
390,000.00
WALNUT CREEK CA 94596 1 03/23/95
10
450106356 05 05/01/95
25
450106356 O 04/01/25
0
1417120 560/560 F 100,000.00
ZZ
MCGEARY JOSEPH A 360 100,000.00
1
129 HIGH ROAD 9.250 822.68
43
9.000 822.68
237,500.00
LEE NH 03824 1 04/21/95
00
450118922 05 06/01/95
0
450118922 O 05/01/25
0
1417122 560/560 F 350,000.00
ZZ
BERSHADER STEWART 360 350,000.00
1
LOT 40 - 7 APRICOT ROAD 8.875 2,784.76
89
8.625 2,784.76
396,000.00
MT SINAI NY 11766 1 04/24/95
10
450119656 05 06/01/95
25
450119656 O 05/01/25
0
1417123 560/560 F 450,000.00
ZZ
CURLEY ALAN F 360 450,000.00
1
2004 BIRCHWOOD AVENUE 9.125 3,661.35
73
8.875 3,661.35
620,000.00
WILMETTE IL 60091 1 04/25/95
00
450120217 05 06/01/95
0
450120217 O 05/01/25
0
1417124 560/560 F 217,600.00
ZZ
CAMERON EMERSON E 360 217,600.00
1
4707 STONEHILL DRIVE 9.000 1,750.86
80
8.750 1,750.86
272,000.00
SCIO TOWNSHIP MI 48103 1 04/25/95
00
450120290 05 06/01/95
0
450120290 O 05/01/25
0
1
1417125 560/560 F 75,000.00
ZZ
BRUNDAGE MARIE 360 75,000.00
1
215 HOWELL AVENUE 9.500 630.64
22
9.250 630.64
350,000.00
SPRING LAKE NJ 07762 1 04/25/95
00
450120597 05 06/01/95
0
450120597 O 05/01/25
0
1417126 560/560 F 318,750.00
ZZ
DOSANJH AVTAR S 360 318,750.00
1
8645 BRADSHAW ROAD 9.500 2,680.22
75
9.250 2,680.22
425,000.00
ELK GROVE CA 95624 6 04/20/95
00
450120761 05 06/01/95
0
450120761 O 05/01/25
0
1417127 560/560 F 396,000.00
ZZ
ANDERSEN JR CARL W 360 396,000.00
1
12127 EDGEWOOD DRIVE 8.875 3,150.75
90
8.625 3,150.75
440,000.00
LOCKPORT IL 60441 1 04/27/95
04
450122031 05 06/01/95
25
450122031 O 05/01/25
0
1417128 560/560 F 300,000.00
ZZ
CLAUDIO GARY F 360 300,000.00
1
9200 FOX HOLLOW 8.875 2,386.93
72
8.625 2,386.93
419,900.00
CLARKSTON MI 48348 4 04/27/95
00
450122213 05 06/01/95
0
450122213 O 05/01/25
0
1417129 560/560 F 297,200.00
ZZ
LAMPSON MARK C 360 297,200.00
1
269 OLD ARMY ROAD 8.625 2,311.59
80
8.375 2,311.59
371,500.00
BERNARDS TWSP NJ 07920 1 04/27/95
00
450122635 05 06/01/95
0
450122635 O 05/01/25
0
1417132 560/560 F 180,000.00
ZZ
KIDWELL SR JOHN 360 180,000.00
1
LOT 44 SEC.JJ LAKE NATALIE DR 9.250 1,480.82
70
9.000 1,480.82
257,500.00
1
GOULDSBORO PA 18424 1 04/27/95
00
450122742 03 06/01/95
0
450122742 O 05/01/25
0
1417133 560/560 F 218,650.00
ZZ
KRETSCH KRISTOFERG 360 218,650.00
1
LOT 1 LAVALLEY LANE 8.875 1,739.68
95
8.625 1,739.68
230,200.00
NEWBURYPORT MA 01950 1 04/27/95
10
450122924 05 06/01/95
30
450122924 O 05/01/25
0
1417136 560/560 F 300,000.00
ZZ
CENTER HUGH S 360 300,000.00
1
1527 GLENN WAY 8.875 2,386.93
75
8.625 2,386.93
400,000.00
REDWOOD CITY CA 94061 1 04/19/95
00
450123104 05 06/01/95
0
450123104 O 05/01/25
0
1417138 560/560 F 230,000.00
ZZ
MILLS LAWRENCE A 360 230,000.00
1
1145 HARRISON STREET 9.000 1,850.63
70
8.750 1,850.63
330,000.00
MONTEREY CA 93940 1 04/11/95
00
450123450 05 06/01/95
0
450123450 O 05/01/25
0
1417140 074/728 F 550,000.00
ZZ
GOODMAN RICHARD S 360 550,000.00
1
EMMET WAY 9.375 4,574.63
62
9.125 4,574.63
900,000.00
HEAD OF THE HAR NY 11780 4 04/11/95
00
0380114059 05 06/01/95
0
1111005011 O 05/01/25
0
1417143 B23/728 F 480,000.00
ZZ
RAINS ROBERT 360 480,000.00
1
6652 CARRIAGE CIRCLE 8.875 3,819.10
80
8.625 3,819.10
600,000.00
HUNTINGTON BEAC CA 92648 1 04/27/95
00
0380116203 05 06/01/95
0
88000491 O 05/01/25
0
1
1417155 267/267 F 393,750.00
ZZ
STEENWYK HOWARD H 360 393,750.00
1
1605 OLD HOUSE ROAD 8.500 3,027.60
75
8.250 3,027.60
525,000.00
PASADENA CA 91107 1 04/07/95
00
7317301 05 06/01/95
0
7317301 O 05/01/25
0
1417190 070/070 F 222,000.00
ZZ
JOHNSON EDWARD C 360 222,000.00
1
1329 TALL TIMBERS DRIVE 9.000 1,786.26
75
8.750 1,786.26
296,000.00
CROWNSVILLE MD 21032 5 04/24/95
00
1820306 03 06/01/95
0
1820306 O 05/01/25
0
1417191 070/070 F 225,150.00
ZZ
GILBERT JAMES 360 225,150.00
1
8060 HARVARD DRIVE 8.875 1,791.39
95
8.625 1,791.39
237,000.00
BEN LOMOND CA 95005 1 04/21/95
01
2206140 05 06/01/95
30
2206140 O 05/01/25
0
1417196 070/070 F 500,000.00
ZZ
OLDROYD ROBERT R 360 499,256.33
1
3106 NORTH 150 WEST 9.500 4,204.27
63
9.250 4,204.27
800,000.00
PROVO UT 84604 2 01/25/95
00
3033034 03 03/01/95
0
3033034 O 02/01/25
0
1417198 070/070 F 156,000.00
ZZ
NIELSEN BRIAN J 360 155,845.93
1
2732 EAST WREN ROAD 9.500 1,311.73
60
9.250 1,311.73
260,000.00
SALT LAKE CITY UT 84117 5 02/17/95
00
3041737 05 04/01/95
0
3041737 O 03/01/25
0
1417199 070/070 F 375,000.00
ZZ
WERNERT BRUCE 360 374,834.11
1
1
900 NORTH STREET 10.000 3,290.89
37
9.750 3,290.89
1,038,000.00
GREENWICH CT 06831 2 03/14/95
00
3073146 05 05/01/95
0
3073146 O 04/01/25
0
1417200 070/070 F 153,600.00
ZZ
HIGA KEVIN M 360 153,600.00
1
719 KEALAHOU STREET 8.750 1,208.37
80
8.500 1,208.37
192,000.00
HONOLULU HI 96825 1 04/25/95
00
3118746 03 06/01/95
0
3118746 O 05/01/25
0
1417202 070/070 F 202,500.00
ZZ
JOO YOON H 360 202,136.58
1
2638 MONMOUTH ROAD 10.000 1,777.08
75
9.750 1,777.08
270,000.00
SPRINGFIELD NJ 08041 1 12/20/94
00
3179277 05 02/01/95
0
3179277 O 01/01/25
0
1417204 070/070 F 274,500.00
ZZ
TABRON ELLIOT B 360 274,500.00
1
31211 COUNTRYRIDGE CIRCLE 9.375 2,283.15
90
9.125 2,283.15
305,000.00
FARMINGTON HILL MI 48331 1 04/25/95
10
3278369 05 06/01/95
25
3278369 O 05/01/25
0
1417205 070/070 F 375,500.00
ZZ
JULIAN KATHLENE K 360 375,129.14
1
6647 EAST SOLANO DRIVE 9.500 3,157.41
71
9.250 3,157.41
530,000.00
PARADISE VALLEY AZ 85253 5 02/08/95
00
3279514 05 04/01/95
0
3279514 O 03/01/25
0
1417206 070/070 F 240,750.00
ZZ
FORNEY CHARLES T 360 240,512.22
1
311 WYNDALE DRIVE 9.500 2,024.36
90
9.250 2,024.36
267,500.00
SAN ANTONIO TX 78209 1 02/28/95
14
3288660 05 04/01/95
25
1
3288660 O 03/01/25
0
1417207 070/070 F 95,000.00
ZZ
WHITE CHARLES L 360 94,953.27
1
1717 KINGWOOD DRIVE 9.500 798.81
70
9.250 798.81
136,000.00
LAREDO TX 78041 1 03/15/95
00
3289689 05 05/01/95
0
3289689 O 04/01/25
0
1417208 070/070 F 317,000.00
ZZ
GENOVA RONALD 360 316,678.57
1
1554 ROWELL LANE 9.375 2,636.65
71
9.125 2,636.65
448,000.00
LYONS CO 80540 2 03/04/95
00
3289807 03 04/01/95
0
3289807 O 03/01/25
0
1417209 070/070 F 270,000.00
ZZ
OBERWORTMANN ANITA L 360 269,760.12
1
14221 SPORT-0F-KINGS 10.000 2,369.44
80
9.750 2,369.44
341,500.00
WICHITA KS 67230 4 03/01/95
00
3313156 05 04/01/95
0
3313156 O 03/01/25
0
1417215 070/070 F 272,000.00
ZZ
SANQUICHE ARTURO 360 271,647.41
1
559 NORDHOFF DRIVE 9.750 2,336.90
80
9.500 2,336.90
340,000.00
LEONIA NJ 07605 1 03/13/95
00
3352232 05 05/01/95
0
3352232 O 04/01/25
0
1417216 070/070 F 292,500.00
ZZ
SALMIRS SCOTT 360 292,195.54
1
68 NORTHWOOD AVE 9.250 2,406.33
90
9.000 2,406.33
325,000.00
DEMAREST NJ 07627 1 02/16/95
14
3352547 05 04/01/95
25
3352547 O 03/01/25
0
1
1417217 070/070 F 467,200.00
ZZ
WEEKS CAROL S 360 466,795.82
1
307 EAST 51ST STREET 10.125 4,143.24
70
9.875 4,143.24
667,500.00
NEW YORK NY 10022 1 02/22/95
00
3372164 05 04/01/95
0
3372164 O 03/01/25
0
1417218 070/070 F 142,100.00
ZZ
MOZENA GLORIA J 360 141,887.10
1
10370 WEST 18TH PLACE 9.500 1,194.85
70
9.250 1,194.85
203,000.00
LAKEWOOD CO 80215 1 02/13/95
00
3418733 05 04/01/95
0
3418733 O 03/01/25
0
1417219 070/070 F 268,000.00
T
BOWMAN W A 360 267,871.61
1
1010 EDMISTON PLACE 9.625 2,277.97
71
9.375 2,277.97
378,500.00
LONGWOOD FL 32779 1 03/02/95
00
3487725 03 05/01/95
0
3487725 O 04/01/25
0
1417220 070/070 F 241,965.00
ZZ
MASSEY JAMES L 360 241,623.59
1
2843 THOMAS AVE 9.750 2,078.85
95
9.500 2,078.85
254,700.00
DALLAS TX 75204 1 01/27/95
12
3517987 03 03/01/95
30
3517987 O 02/01/25
0
1417221 070/070 F 345,000.00
ZZ
PEARSON IV JOHN H 360 344,708.52
1
12 HUNTINGTON LANE 10.250 3,091.55
70
10.000 3,091.55
495,000.00
BRIDGEHAMPTON NY 11932 1 02/23/95
00
3523090 05 04/01/95
0
3523090 O 03/01/25
0
1417222 070/070 F 252,000.00
ZZ
GADDIS SR DONALD W 360 251,770.08
1
6310 MICHELLI CREST WAY 9.875 2,188.24
90
9.625 2,188.24
280,000.00
1
LAS VEGAS NV 89119 1 02/24/95
10
3526387 05 04/01/95
25
3526387 O 03/01/25
0
1417224 070/070 F 283,500.00
ZZ
AYERS BRENT D 360 283,500.00
1
869 NEVADA AVENUE 10.250 2,540.45
90
9.375 2,540.45
315,000.00
SAN JOSE CA 95125 1 04/11/95
14
3601017 05 06/01/95
25
3601017 O 05/01/25
0
1417225 070/070 F 380,000.00
ZZ
CUNNINGHAM DOUGLAS L 360 379,653.30
1
7448 E. NORTHERN AVENUE 9.875 3,299.72
71
9.625 3,299.72
540,000.00
SCOTTSDALE AZ 85258 5 02/03/95
00
3607640 03 04/01/95
0
3607640 O 03/01/25
0
1417226 070/070 F 306,000.00
ZZ
COBURN II GEORGE S 360 306,000.00
1
80 WALNUT STREET 9.375 2,545.16
90
9.125 2,545.16
340,000.00
ANDOVER MA 01810 1 04/13/95
01
3631773 05 06/01/95
25
3631773 O 05/01/25
0
1417227 070/070 F 303,300.00
ZZ
MACARTHUR A C 360 302,925.32
1
151 EAST 3700 NORTH 10.375 2,746.10
90
10.125 2,746.10
337,000.00
PROVO UT 84604 1 01/27/95
04
3634670 05 03/01/95
20
3634670 O 02/01/25
0
1417228 070/070 F 310,000.00
ZZ
DETOMA JOHN R 360 309,855.37
1
2111 LYNX PLACE 9.750 2,663.38
52
9.500 2,663.38
600,000.00
LOXAHATCHEE FL 33470 5 03/03/95
00
3660482 03 05/01/95
0
3660482 O 04/01/25
0
1
1417229 070/070 F 260,000.00
ZZ
LOVE ROBERT G 360 260,000.00
1
2713 STARBIRD DRIVE 8.875 2,068.68
63
8.625 2,068.68
415,000.00
COSTA MESA CA 92626 2 04/12/95
00
3670526 05 06/01/95
0
3670526 O 05/01/25
0
1417230 070/070 F 313,600.00
ZZ
PARVIZIAN MANOUCHER 360 290,583.35
1
10511 SOUTH GLEN ROAD 10.000 2,752.07
70
9.750 2,752.07
450,000.00
POTOMAC MD 20854 2 08/27/86
00
3678302 05 10/01/86
0
3678302 O 09/01/16
0
1417231 070/070 F 254,500.00
ZZ
THEOCHEUNG THEODORE A 360 254,271.93
1
1180 SW SKYLINE BOULEVARD 9.750 2,186.55
77
9.500 2,186.55
332,500.00
PORTLAND OR 97221 1 03/01/95
00
3682860 05 05/01/95
0
3682860 O 04/01/25
0
1417234 070/070 F 142,300.00
ZZ
MAY JOHN R 360 142,300.00
1
1906 KINGSMILL LANE 8.750 1,119.47
80
8.500 1,119.47
177,900.00
RICHMOND TX 77469 1 04/28/95
00
3713637 03 06/01/95
0
3713637 O 05/01/25
0
1417236 070/070 F 233,750.00
ZZ
BURRIS RICHARD 360 233,750.00
1
4423 LINDBLADE DRIVE 9.250 1,923.00
95
9.000 1,923.00
246,100.00
LOS ANGELES CA 90066 1 04/10/95
21
3730551 05 06/01/95
30
3730551 O 05/01/25
0
1417237 070/070 F 219,900.00
ZZ
NETTIE JOEL L 360 219,900.00
1
1
6047 FOOTHILL GLEN DRIVE 8.750 1,729.95
95
8.500 1,729.95
231,500.00
SAN JOSE CA 95123 1 04/24/95
14
3763101 05 06/01/95
30
3763101 O 05/01/25
0
1417242 070/070 F 234,450.00
ZZ
MERTZ ANNA M 360 234,450.00
1
18912 GRANBY PLACE 9.625 1,992.80
90
8.750 1,992.80
260,500.00
ROWLAND HEIGHTS CA 91748 1 04/19/95
14
3832605 03 06/01/95
25
3832605 O 05/01/25
0
1417243 070/070 F 112,400.00
ZZ
AKSDAL SYLVIA J 360 112,400.00
1
4628 183RD PLACE SOUTHWEST 9.125 914.52
74
8.875 914.52
152,500.00
LYNNWOOD WA 98037 2 04/21/95
00
3849395 05 06/01/95
0
3849395 O 05/01/25
0
1417245 070/070 F 231,900.00
BB
BRYANT JR GRESSEY V 360 231,794.64
1
8505 HANNUM AVENUE 9.875 2,013.70
95
9.625 2,013.70
244,167.00
CULVER CITY CA 90230 1 03/02/95
11
3872973 01 05/01/95
30
3872973 O 04/01/25
0
1417247 070/070 F 229,800.00
ZZ
RAMIREZ RAYMOND R 360 229,800.00
1
2231 ROLLING RIDGE ROAD 10.000 2,016.66
95
8.875 2,016.66
241,900.00
CHULA VISTA CA 91914 1 04/19/95
01
3878016 05 06/01/95
30
3878016 O 05/01/25
0
1417248 070/070 F 259,900.00
ZZ
HEARNEY ELAINA L 360 259,900.00
1
4873 ALGONQUIN COURT 8.875 2,067.88
77
8.625 2,067.88
339,900.00
SAN DIEGO CA 92130 1 04/03/95
00
3878212 05 06/01/95
0
1
3878212 O 05/01/25
0
1417249 070/070 F 317,000.00
ZZ
BAKE WILLIAM L 360 317,000.00
1
12207 RILLAND COURT 9.500 2,665.51
80
9.250 2,665.51
400,000.00
ELLICOTT CITY MD 21042 2 04/24/95
00
3882573 05 06/01/95
0
3882573 O 05/01/25
0
1417251 070/070 F 148,000.00
ZZ
RENO NANCY M 360 147,934.52
1
4120 E FOREST PLEASANT PLACE 10.000 1,298.81
69
9.750 1,298.81
215,000.00
CAVE CREEK AZ 85331 2 03/02/95
00
3906874 05 05/01/95
0
3906874 O 04/01/25
0
1417256 070/070 F 192,000.00
ZZ
PARKER DANIEL F 360 191,905.56
1
2662 RED PINE COURT 9.500 1,614.44
60
9.250 1,614.44
320,000.00
PARK CITY UT 84060 5 03/01/95
00
3935626 05 05/01/95
0
3935626 O 04/01/25
0
1417257 070/070 F 208,950.00
ZZ
NAVARRO DANIEL 360 208,802.51
1
2148 BLUEROCK CIRCLE 9.750 1,795.21
95
9.500 1,795.21
219,950.00
CONCORD CA 94521 1 03/14/95
11
3942467 03 05/01/95
30
3942467 O 04/01/25
0
1417259 070/070 F 261,250.00
ZZ
VEGA KAREN M 360 261,250.00
1
350 LAKEVIEW WAY 10.375 2,365.38
95
9.250 2,365.38
275,000.00
REDWOOD CITY CA 94062 1 03/31/95
14
3947318 05 06/01/95
30
3947318 O 05/01/25
0
1
1417260 070/070 F 283,500.00
ZZ
REGAN MATTHEW M 360 283,500.00
1
8 DELLWOOD COURT 8.875 2,255.65
90
8.625 2,255.65
315,000.00
SAN RAFAEL CA 94901 1 04/05/95
14
3947349 05 06/01/95
25
3947349 O 05/01/25
0
1417262 070/070 F 216,750.00
ZZ
SANDHU CHARANJITK 360 216,750.00
1
23 WYNCREST ROAD 9.250 1,783.15
76
9.000 1,783.15
288,340.00
TOWNSHIP OF MAR NJ 07746 1 04/27/95
00
3949767 05 06/01/95
0
3949767 O 05/01/25
0
1417263 070/070 F 261,250.00
ZZ
BAPTISTE MICHEL 360 261,250.00
1
699 HIGH RIDGE ROAD 10.125 2,316.82
95
9.000 2,316.82
275,000.00
STAMFORD CT 06905 1 04/11/95
01
3953266 05 06/01/95
30
3953266 O 05/01/25
0
1417265 070/070 F 222,400.00
ZZ
OSTLUND RONALD W 360 221,889.47
1
29834 N. 77TH PLACE 9.875 1,931.21
79
9.625 1,931.21
283,453.00
SCOTTSDALE AZ 85262 1 03/24/95
00
3976722 03 05/01/95
0
3976722 O 04/01/25
0
1417268 070/070 F 334,800.00
ZZ
VANSCOY WILLIAM E 360 334,800.00
1
2288 WYND BEND BOULEVARD 9.250 2,754.32
90
8.375 2,754.32
375,000.00
POWELL OH 43065 2 04/21/95
22
4022464 05 06/01/95
25
4022464 O 05/01/25
0
1417271 070/070 F 270,000.00
ZZ
NEWKIRK ROBERT 360 270,000.00
1
10605 EVERGREEN CHASE WAY 8.875 2,148.24
88
8.625 2,148.24
308,500.00
1
RALEIGH NC 27613 1 04/10/95
21
4043699 05 06/01/95
25
4043699 O 05/01/25
0
1417274 070/070 F 498,550.00
T
SELMAN MICHAEL L 360 498,550.00
1
562-K MAHIAI PLACE 8.750 3,922.10
74
8.500 3,922.10
675,000.00
MAKAWAO HI 96768 2 04/13/95
00
4061312 05 06/01/95
0
4061312 O 05/01/25
0
1417275 070/070 F 265,000.00
ZZ
JOHNSON MICHAEL A 360 264,850.76
1
10703 WYNFIELD COURT 8.875 2,108.46
90
8.625 2,108.46
294,604.00
GLENN DALE MD 20769 1 03/24/95
14
4062643 03 05/01/95
25
4062643 O 04/01/25
0
1417277 070/070 F 233,700.00
ZZ
LEWIS JAMES D 360 233,700.00
1
14012 CROSSBRANCH COURT 10.375 2,115.94
95
9.250 2,115.94
246,000.00
LOUISVILLE KY 40245 1 04/28/95
14
4077535 05 06/01/95
30
4077535 O 05/01/25
0
1417278 070/070 F 270,000.00
ZZ
BRYANT JEFF D 360 270,000.00
1
109 STONINGTON DRIVE 9.375 2,245.72
90
8.500 2,245.72
300,000.00
PEACHTREE CITY GA 30329 1 04/19/95
01
4097989 05 06/01/95
25
4097989 O 05/01/25
0
1417280 070/070 F 247,000.00
ZZ
LEE HOI M 360 247,000.00
1
9921 WOODMERE CIRCLE 9.000 1,987.42
95
8.750 1,987.42
260,000.00
WESTMINSTER CA 92683 1 04/24/95
14
4137825 05 06/01/95
30
4137825 O 05/01/25
0
1
1417281 070/070 F 244,150.00
ZZ
WILLIS ROGER W 360 244,150.00
1
2630 EAST ORANGE GROVE AVENUE 9.375 2,030.72
95
9.125 2,030.72
257,000.00
ORANGE CA 92669 1 04/06/95
04
4172064 05 06/01/95
30
4172064 O 05/01/25
0
1417282 070/070 F 88,900.00
ZZ
ROUNDY RUTH M 360 88,900.00
1
63 EAST 200 SOUTH STREET, #12 9.500 747.52
70
9.250 747.52
127,000.00
ST. GEORGE UT 84770 1 04/25/95
00
4177874 03 06/01/95
0
4177874 O 05/01/25
0
1417283 070/070 F 86,800.00
ZZ
LEWIS BRIGG G 360 86,800.00
1
42 EAST BONITO WAY 9.250 714.08
70
9.000 714.08
124,000.00
CENTERVILLE UT 84014 1 04/26/95
00
4178014 05 06/01/95
0
4178014 O 05/01/25
0
1417284 070/070 F 95,400.00
ZZ
CUBING ANGELES S 360 95,400.00
1
408 BOARDWALK DRIVE #24 9.500 802.17
90
8.625 802.17
106,000.00
SAN BRUNO CA 94066 1 04/11/95
01
4197159 01 06/01/95
25
4197159 O 05/01/25
0
1417285 070/070 F 217,700.00
ZZ
MCCLENDON JAMES W 360 217,700.00
1
5194 COTNER ROAD 9.250 1,790.96
72
9.000 1,790.96
305,000.00
ELIDA OH 45807 2 04/25/95
00
4198905 05 06/01/95
0
4198905 O 05/01/25
0
1417286 070/070 F 248,200.00
ZZ
BAUGH CLARENCE L 360 248,200.00
1
1
2084 DEER CREEK COUNTRY CLUB 9.625 2,109.67
85
9.000 2,109.67
292,000.00
DEERFIELD BEACH FL 33442 1 04/28/95
14
4208915 03 06/01/95
12
4208915 O 05/01/25
0
1417287 070/070 F 488,000.00
ZZ
VAN ADRIENNE N 360 488,000.00
1
2127 BRIDLE RIDGE COURT 9.500 4,103.37
80
9.250 4,103.37
610,000.00
SAN JOSE CA 95138 1 04/05/95
00
4228003 05 06/01/95
0
4228003 O 05/01/25
0
1417288 070/070 F 234,000.00
ZZ
TOSTI ELVIRA 360 234,000.00
1
2 GASTON MILL COURT 9.625 1,988.98
90
9.375 1,988.98
260,000.00
MILLSTONE NJ 07726 1 04/07/95
11
4231065 05 06/01/95
25
4231065 O 05/01/25
0
1417289 070/070 F 246,600.00
ZZ
RISOLI PAUL 360 246,600.00
1
73 LOCKWOOD AVENUE 9.625 2,096.07
90
8.750 2,096.07
274,000.00
EASTCHESTER NY 10708 1 05/01/95
14
4240342 05 06/01/95
25
4240342 O 05/01/25
0
1417290 070/070 F 228,100.00
ZZ
BRANCH DAVID E 360 228,100.00
1
492 TURTLE LANE 9.000 1,835.35
80
8.750 1,835.35
286,500.00
SEGUIN TX 78155 2 04/05/95
00
4274717 05 06/01/95
0
4274717 O 05/01/25
0
1417291 070/070 F 209,000.00
ZZ
HEATLEY GEORGE 360 209,000.00
1
1244 WEST ALLUVIAL AVENUE 9.000 1,681.67
95
8.750 1,681.67
220,000.00
FRESNO CA 93711 1 04/13/95
12
4275984 05 06/01/95
30
1
4275984 O 05/01/25
0
1417293 070/070 F 256,000.00
ZZ
HOLMES JOHN S 360 256,000.00
1
11757 E. TERRA DRIVE 9.250 2,106.05
80
9.000 2,106.05
323,000.00
SCOTTSDALE AZ 85259 1 04/26/95
00
4304418 03 06/01/95
0
4304418 O 05/01/25
0
1417294 070/070 F 222,300.00
ZZ
WEDER RENE 360 222,300.00
1
7552 URBAN STREET 8.625 1,729.03
90
8.375 1,729.03
247,000.00
ARVADA CO 80005 1 05/01/95
21
4306417 05 06/01/95
25
4306417 O 05/01/25
0
1417295 070/070 F 79,300.00
ZZ
MITCHELL JOAN A 360 79,300.00
1
6804 LUMRY STREET 9.000 638.07
95
8.750 638.07
83,500.00
NORTH HIGHLANDS CA 95660 1 04/27/95
04
4346122 05 06/01/95
30
4346122 O 05/01/25
0
1417300 070/070 F 213,700.00
ZZ
CAMPO LUNINGNIN 360 213,700.00
1
6317 ALONZO AVE 9.000 1,719.48
95
8.750 1,719.48
225,000.00
LOS ANGELES CA 91316 1 04/07/95
11
4367046 05 06/01/95
30
4367046 O 05/01/25
0
1417301 070/070 F 217,500.00
ZZ
MCALLISTER JOSEPH H 360 217,500.00
1
356 MAIN STREET NORTH 8.875 1,730.53
75
8.625 1,730.53
290,000.00
SOUTHBURY CT 06488 5 04/28/95
00
4367326 05 06/01/95
0
4367326 O 05/01/25
0
1
1417303 070/070 F 298,000.00
ZZ
WILLIAMS GARY 360 298,000.00
1
1020 HERITAGE WOODS DRIVE 10.375 2,698.11
95
9.250 2,698.11
316,887.00
HENDERSONVILLE TN 37075 4 04/12/95
01
9262512 05 06/01/95
30
9262512 O 05/01/25
0
1417305 070/070 F 220,000.00
ZZ
BROWN HARVEY V 360 217,533.15
1
13267 SEMORA PLACE 9.250 1,809.89
89
8.500 1,809.89
249,000.00
CERITTOS CA 90701 2 04/21/94
22
9298182 05 06/01/94
20
9298182 O 05/01/24
0
1417306 070/070 F 229,500.00
ZZ
SCHECHTER ROBERT 360 229,176.17
1
6 MARTIN COURT 9.750 1,971.76
77
9.500 1,971.76
300,000.00
MANALAPAN NJ 07726 1 01/30/95
00
9365726 05 03/01/95
0
9365726 O 02/01/25
0
1417308 070/070 F 304,800.00
ZZ
STAPLES DANIEL W 360 304,402.80
1
2281 HALLERS CREEK LANE 10.125 2,703.04
80
9.875 2,703.04
381,902.00
GREEN BAY WI 54313 4 01/18/95
00
9579674 05 03/01/95
0
9579674 O 02/01/25
0
1417315 664/728 F 276,000.00
ZZ
FRANTZ KENNETH 360 276,000.00
1
1717 N HAPP ROAD 8.750 2,171.30
75
8.500 2,171.30
368,000.00
NORTHBROOK IL 60062 1 04/28/95
00
0380114273 05 06/01/95
0
1988948 O 05/01/25
0
1417318 324/728 F 282,000.00
ZZ
COLA NEIL R 360 282,000.00
1
53 BRACKETT ROAD 9.375 2,345.54
63
9.125 2,345.54
450,000.00
1
NEWTON MA 02158 2 04/26/95
00
0380114984 05 06/01/95
0
5037775 O 05/01/25
0
1417324 562/562 F 100,000.00
ZZ
ZHENG BIN 360 100,000.00
1
13 HAWLEYVILLE ROAD 9.250 822.68
67
9.000 822.68
150,000.00
BETHEL CT 06801 1 04/13/95
00
456384 05 06/01/95
0
456384 O 05/01/25
0
1417326 324/728 F 225,000.00
ZZ
ADAMS DAVID W 360 225,000.00
1
2832 WOODBURY CIRCLE 9.000 1,810.41
75
8.750 1,810.41
300,000.00
ST. GEORGE UT 84770 2 04/24/95
00
0380114968 05 06/01/95
0
2454000723 O 05/01/25
0
1417335 163/728 F 216,300.00
ZZ
BARNHART BENNY L 360 216,187.87
1
4201 DRIFTWOOD DRIVE 9.250 1,779.45
95
9.000 1,779.45
227,712.00
WICHITA FALLS TX 76309 1 03/16/95
14
0380114992 05 05/01/95
30
53860813 O 04/01/25
0
1417338 628/628 F 474,000.00
ZZ
BUNTING MARY A 360 474,000.00
1
35 STURGES HIGHWAY 8.500 3,644.65
80
8.375 3,644.65
592,500.00
WESTPORT CT 06880 1 04/18/95
00
89128 05 06/01/95
0
89128 O 05/01/25
0
1417343 070/070 F 243,900.00
BB
KELLER TODD M 360 243,900.00
1
1656 NORTH VALLEJO WAY 10.000 2,140.40
90
9.750 2,140.40
271,000.00
UPLAND CA 91784 1 04/06/95
10
4232481 05 06/01/95
25
4232481 O 05/01/25
0
1
1417348 232/232 F 328,500.00
ZZ
LOONEY RODNEY V 360 328,500.00
1
17816 159TH AVENUE NORTHEAST 9.125 2,672.79
90
8.875 2,672.79
365,000.00
WOODINVILLE WA 98072 1 04/12/95
14
0154081 05 06/01/95
17
0154081 O 05/01/25
0
1417414 267/267 F 232,000.00
ZZ
GOODE DOX WENDIE 360 232,000.00
1
1721 BAGLEY AVENUE 8.625 1,804.48
67
8.375 1,804.48
350,000.00
LOS ANGELES CA 90035 2 04/18/95
00
7321839 05 06/01/95
0
7321839 O 05/01/25
0
1417423 003/728 F 95,000.00
ZZ
LILES CATHY 360 94,948.11
1
1619 WILLOW WAY 9.000 764.39
75
8.750 764.39
126,900.00
WOODSTOCK GA 30188 1 03/28/95
00
0380115320 05 05/01/95
0
61061283 O 04/01/25
0
1417452 083/728 F 516,000.00
ZZ
GARNET WILLIAM D 360 516,000.00
1
3598 ALTA MESA DRIVE 9.125 4,198.35
75
8.875 4,198.35
688,000.00
STUDIO CITY ARE CA 91604 2 03/31/95
00
0380115064 05 06/01/95
0
1080617 O 05/01/25
0
1417525 556/728 F 225,000.00
ZZ
HAYNES EARL L 360 225,000.00
1
8959 SYCAMORE RIDGE RD 8.500 1,730.06
80
8.250 1,730.06
284,000.00
FAIRFAX STATION VA 22039 1 04/28/95
00
0380115478 03 06/01/95
0
125770 O 05/01/25
0
1417568 267/267 F 250,000.00
ZZ
POMA CHRIS 360 250,000.00
1
1
26077 KORNBLUM DRIVE 8.500 1,922.29
77
8.250 1,922.29
325,000.00
ESCONDIDO CA 92026 1 04/25/95
00
7321392 05 06/01/95
0
7321392 O 05/01/25
0
1417580 267/267 F 766,500.00
ZZ
GRUEN ROGER E 360 766,500.00
1
16862 CALLE DE SARAH 8.625 5,961.76
70
8.375 5,961.76
1,095,000.00
PACIFIC PALISAD CA 90272 1 03/29/95
00
7307885 03 06/01/95
0
7307885 O 05/01/25
0
1417617 018/728 F 215,000.00
ZZ
THOMAS FRANK 240 212,413.89
1
108 OAK VIEW LANE 8.500 1,865.82
69
8.250 1,865.82
315,000.00
HELENA AL 35080 4 03/31/94
00
0380115965 05 11/01/94
0
210275 O 10/01/14
0
TOTAL NUMBER OF LOANS : 379
TOTAL ORIGINAL BALANCE : 102,335,486.14
TOTAL PRINCIPAL BALANCE : 102,156,471.55
TOTAL ORIGINAL P+I : 841,325.68
TOTAL CURRENT P+I : 841,325.68
***************************
* END OF REPORT *
***************************
RUN ON : 05/19/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 06.43.57 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S8
CUTOFF : 05/01/95
POOL : 0004171
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
ORIG RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
1398762 .2500
308,787.68 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1400589 .2500
214,834.15 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1401109 .2500
245,000.00 .0300
10.0000 .0000
9.7500 .0000
9.7200 .0000
8.0000 1.7200
1402182 .2500
219,260.14 .0300
10.1250 .0000
9.8750 .0000
9.8450 .0000
8.0000 1.8450
1402195 .2500
214,476.52 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1405117 .2500
323,827.57 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1
1405215 .2500
649,704.69 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.0000 1.5950
1405223 .2500
287,850.69 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1405226 .2500
268,377.60 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1405257 .2500
365,000.00 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.0000 1.4700
1405372 .2500
850,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1405729 .2500
389,781.35 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1405740 .2500
98,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1405745 .2500
298,100.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1
1405792 .2500
258,288.74 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1405817 .1250
291,844.61 .0800
9.1250 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1405819 .2500
300,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1405826 .2500
225,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1406002 .2500
53,271.63 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1406095 .2500
299,571.85 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1406227 .2500
339,033.15 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1406232 .2500
185,908.51 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1
1406709 .2500
242,490.19 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1406739 .2500
241,505.11 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1406751 .2500
40,398.80 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1406756 .2500
30,685.08 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.0000 1.5950
1406776 .2500
225,289.99 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.0000 1.5950
1406782 .2500
289,601.53 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
8.0000 1.5950
1406814 .2500
246,182.78 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1406833 .2500
240,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1
1406837 .2500
225,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1406911 .2500
234,779.82 .0800
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8.0000 1.7950
1417315 .2500
276,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1417318 .2500
282,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1
1417324 .2500
100,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1417326 .2500
225,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1417335 .2500
216,187.87 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1417338 .1250
474,000.00 .0800
8.5000 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1417343 .2500
243,900.00 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
8.0000 1.6700
1417348 .2500
328,500.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1417414 .2500
232,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1417423 .2500
94,948.11 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1
1417452 .2500
516,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1417525 .2500
225,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1417568 .2500
250,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1417580 .2500
766,500.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1417617 .2500
212,413.89 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
TOTAL NUMBER OF LOANS: 379
TOTAL BALANCE........: 102,156,471.55
1
RUN ON : 05/19/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 06.43.57 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S8 FIXED SUMMARY REPORT
CUTOFF : 05/01/95
POOL : 0004171
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 9.2221 8.3500
10.5000
RFC NET RATE 8.9502 8.1000
10.2500
NET MTG RATE(INVSTR RATE) 8.8939 8.0200
10.1700
POST STRIP RATE 8.0000 8.0000
8.0000
SUB SERV FEE .2719 .1250
1.1250
MSTR SERV FEE .0564 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .0000 .0000
.0000
STRIP .8939 .0200
2.1700
TOTAL NUMBER OF LOANS: 379
TOTAL BALANCE........: 102,156,471.55
***************************
* 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-S8, 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
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
Re: Mortgage Pass-Through Certificates, Series
1995-S8, 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-S8, Class [R-I] [R-II] (the "Certificates"), pursuant
to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of May 1, 1995, among
Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding
Corporation, as master servicer, and The First National Bank of
Chicago, as trustee (the
"Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth in
the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificates
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
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
RE: Mortgage Pass-Through Certificates,
Series 1995-S8, Class
Ladies and Gentlemen:
_________________________ (the "Purchaser")
intends to purchase from
___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1995-S8, Class __ (the
"Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of May 1,
1995, among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential
Funding Corporation, as master servicer, and The First National
Bank of Chicago, as trustee (the
"Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to,
and covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a)
the Certificates have not
been and will not be registered or qualified
under the Securities Act of
1933, as amended (the "Act") or any state
securities law, (b) the Company is
not required to so register or qualify the
Certificates, (c) the Certificates
may be resold only if registered and qualified
pursuant to the provisions of
the Act or any state securities law, or if an
exemption from such
registration and qualification is available, (d)
the Pooling and Servicing
Agreement contains restrictions regarding the
transfer of the Certificates
and (e) the Certificates will bear a legend to
the foregoing effect.
2. The Purchaser is acquiring the
Certificates for its own account
for investment only and not with a view to or
for sale in connection with any
distribution thereof in any manner that would
violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional
investor having such knowledge and experience in
financial and business
matters, and, in particular, in such matters
related to securities similar to
the Certificates, such that it is capable of
evaluating the merits and risks
of investment in the Certificates, (b) able to
bear the economic risks of
such an investment and (c) an "accredited
investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished
with, and has had an
opportunity to review (a) [a copy of the Private
Placement Memorandum, dated
___________________, 19__, relating to the
Certificates, (b)] a copy of the
Pooling and Servicing Agreement and [(b)] [(c)]
such other information
concerning the Certificates, the Mortgage Loans
and the Company as has been
requested by the Purchaser from the Company or
the Seller and is relevant to
the Purchaser's decision to purchase the
Certificates. The Purchaser has had
any questions arising from such review answered
by the Company or the Seller
to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the
Certificates from the Seller in connection with
the initial distribution of
the Certificates and was provided with a copy of
the Private Placement
Memorandum (the "Memorandum") relating to the
original sale (the "Original
Sale") of the Certificates by the Company, the
Purchaser acknowledges that
such Memorandum was provided to it by the
Seller, that the Memorandum was
prepared by the Company solely for use in
connection with the Original Sale
and the Company did not participate in or
facilitate in any way the purchase
of the Certificates by the Purchaser from the
Seller, and the Purchaser
agrees that it will look solely to the Seller
and not to the Company with
respect to any damage, liability, claim or
expense arising out of, resulting
from or in connection with (a) error or
omission, or alleged error or
omission, contained in the Memorandum, or (b)
any information, development or
event arising after the date of the Memorandum.]
5. The Purchaser has not and will not
nor has it authorized or will
it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise
transfer any Certificate, any interest in any
Certificate or any other
similar security to any person in any manner,
(b) solicit any offer to buy or
to accept a pledge, disposition of other
transfer of any Certificate, any
interest in any Certificate or any other similar
security from any person in
any manner, (c) otherwise approach or negotiate
with respect to any
Certificate, any interest in any Certificate or
any other similar security
with any person in any manner, (d) make any
general solicitation by means of
general advertising or in any other manner or
(e) take any other action, that
(as to any of (a) through (e) above) would
constitute a distribution of any
Certificate under the Act, that would render the
disposition of any
Certificate a violation of Section 5 of the Act
or any state securities law,
or that would require registration or
qualification pursuant thereto. The
Purchaser will not sell or otherwise transfer
any of the Certificates, except
in compliance with the provisions of the Pooling
and Servicing Agreement.
6. The Purchaser is not an employee
benefit plan subject to the
Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or the
Internal Revenue Code of 1986 (the "Code"), or
an investment manager, a named
fiduciary or a trustee of any such plan or any
other Person acting, directly
or indirectly, on behalf of or purchasing any
Certificate with "plan assets"
of any such plan, and understands that
registration of transfer of any
Certificate to any such employee benefit plan,
or to any person acting on
behalf of or purchasing any Certificate with
"plan assets" of any such plan,
will not be made unless such employee benefit
plan delivers an opinion of its
counsel, addressed and satisfactory to the
Trustee, the Company and the
Master Servicer, to the effect that the purchase
and holding of a Certificate
by, on behalf of or with "plan assets" of such
plan is permissible under
applicable law, would not constitute or result
in a non-exempt prohibited
transaction under Section 406 of ERISA or
Section 4975 of the Code and would
not subject the Company, the Master Servicer or
the Trustee to any obligation
or liability (including liabilities under
Section 406 of ERISA or Section
4975 of the Code) in addition to those
undertaken in the Pooling and
Servicing Agreement or any other liability.
7. The Purchaser is not a non-United
States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
Re: Mortgage Pass-Through Certificates,
Series 1995-S8, Class
Ladies and Gentlemen:
In connection with the sale by (the
"Seller") to
(the "Purchaser") of $ Initial Certificate
Principal Balance of Mortgage Pass-
Through Certificates, Series 1995-S8, Class ___ (the
"Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of May 1, 1995,
among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential
Funding Corporation, as master servicer, and The First National
Bank of Chicago, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its
behalf has (a) offered, pledged,
sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any
other similar security to any person in any manner, (b) has
solicited any offer to buy or to accept
a pledge, disposition or other transfer of any Certificate, any
interest in any Certificate or any
other similar security from any person in any manner, (c) has
otherwise approached or negotiated
with respect to any Certificate, any interest in any Certificate
or any other similar security with
any person in any manner, (d) has made any general solicitation
by means of general advertising or
in any other manner, or (e) has taken any other action, that (as
to any of (a) through (e) above)
would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"),
that would render the disposition of any Certificate a violation
of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The
Seller will not act, in any manner set forth in the foregoing
sentence with respect to any
Certificate. The Seller has not and will not sell or otherwise
transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder
(the "Seller"), intends to
transfer the Rule 144A Securities described above to the
undersigned buyer (the "Buyer").
1. In connection with such transfer and in
accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the
Seller hereby certifies the following
facts: Neither the Seller nor anyone acting on its behalf has
offered, transferred, pledged, sold
or otherwise disposed of the Rule 144A Securities, any interest
in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other
similar security from, or otherwise approached or negotiated with
respect to the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security with, any person
in any manner, or made any general solicitation by means of
general advertising or in any other
manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition
of the Rule 144A Securities a violation of Section 5 of the 1933
Act or require registration
pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as
defined in Rule 144A under the 1933
Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the
Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the
"Agreement"), dated as of May 1, 1995, among Residential Funding
Corporation as Master Servicer,
Residential Funding Mortgage Securities I, Inc. as depositor
pursuant to Section 5.02 of the
Agreement and The First National Bank of Chicago as trustee, as
follows:
a. The Buyer understands that the Rule
144A Securities have not been
registered under the 1933 Act or the securities laws
of any state.
b. The Buyer considers itself a
substantial, sophisticated
institutional investor having such knowledge and
experience in financial and
business matters that it is capable of evaluating the
merits and risks of investment
in the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule
144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on
its behalf has offered,
transferred, pledged, sold or otherwise disposed of
the Rule 144A Securities, any
interest in the Rule 144A Securities or any other
similar security to, or solicited
any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities
or any other similar security
from, or otherwise approached or negotiated with
respect to the Rule 144A
Securities, any interest in the Rule 144A Securities
or any other similar security
with, any person in any manner, or made any general
solicitation by means of general
advertising or in any other manner, or taken any
other action, that would constitute
a distribution of the Rule 144A Securities under the
1933 Act or that would render
the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act
or require registration pursuant thereto, nor will it
act, nor has it authorized or
will it authorize any person to act, in such manner
with respect to the Rule 144A
Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is
defined in Rule 144A under the 1933 Act and has
completed either of the forms of
certification to that effect attached hereto as Annex
1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own
account or the accounts of other
qualified institutional buyers, understands that such
Rule 144A Securities may be
resold, pledged or transferred only (i) to a person
reasonably believed to be a
qualified institutional buyer that purchases for its
own account or for the account
of a qualified institutional buyer to whom notice is
given that the resale, pledge
or transfer is being made in reliance on Rule 144A,
or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller, the
Trustee, Master Servicer and the Company that either (1) the
Buyer is (A) not an employee benefit
plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974,
as amended ("ERISA")), or a plan (within the meaning of Section
4975(e)(1) of the Internal Revenue
Code of 1986 ("Code")), which (in either case) is subject to
ERISA or Section 4975 of the Code
(both a "Plan"), and (B) is not directly or indirectly purchasing
the Rule 144A Securities on
behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets"
of a Plan, or (2) the Buyer understands that registration of
transfer of any Rule 144A Securities
to any Plan, or to any Person acting on behalf of any Plan, will
not be made unless such Plan
(delivers an opinion of its counsel, addressed and satisfactory
to the Trustee, the Company and the
Master Servicer, to the effect that the purchase and holding of
the Rule 144A Securities by, on
behalf of or with "plan assets" of any Plan would not constitute
or result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code, and would not subject the
Company, the Master Servicer or the Trustee to any obligation or
liability (including liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and
Servicing Agreement or any other liability.]
4. This document may be executed in one or more
counterparts and by the
different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed
to be an original; such counterparts, together, shall constitute
one and the same document.
IN WITNESS WHEREOF, each of the parties has
executed this document as of the
date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment
Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior
Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is
a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because
(i) the Buyer owned and/or invested on a discretionary basis
$______________________ in securities
(except for the excluded securities referred to below) as of the
end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Buyer
satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than
a bank, savings and loan
association or similar institution), Massachusetts or
similar business trust, partnership,
or charitable organization described in Section 501(c)(3)
of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws
of any State, territory or the District of Columbia, the
business of which is
substantially confined to banking and is supervised by the
State or territorial banking
commission or similar official or is a foreign bank or
equivalent institution, and (b) has
an audited net worth of at least $25,000,000 as
demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan
association, cooperative bank, homestead association or
similar institution, which is
supervised and examined by a State or Federal authority
having supervision over any such
institutions or is a foreign savings and loan association
or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual
financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the Securities
Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant
business activity is the writing of insurance or the
reinsuring of risks underwritten by
insurance companies and which is subject to supervision by
the insurance commissioner or
a similar official or agency of a State or territory or
the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment
Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the
Small Business Investment Act
of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a
bank or trust company and whose
participants are exclusively (a) plans established and
maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees, or (b)
employee benefit plans within the
meaning of Title I of the Employee Retirement Income
Security Act of 1974, but is not a
trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include (i) securities of issuers
that are affiliated with the Buyer, (ii) securities that are part
of an unsold allotment to or
subscription by the Buyer, if the Buyer is a dealer, (iii) bank
deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used
the cost of such securities to the
Buyer and did not include any of the securities referred to in
the preceding paragraph. Further,
in determining such aggregate amount, the Buyer may have included
securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial
statements prepared in accordance with generally accepted
accounting principles and if the
investments of such subsidiaries are managed under the Buyer's
direction. However, such securities
were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise
and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule 144A and understands that
the seller to it and other parties related to the Certificates
are relying and will continue to
rely on the statements made herein because one or more sales to
the Buyer may be in reliance on
Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no",
the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for
the account of a third party
(including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the
account of a third party that at the time is a "qualified
institutional buyer" within the meaning
of Rule 144A. In addition, the Buyer agrees that the Buyer will
not purchase securities for a
third party unless the Buyer has obtained a current
representation letter from such third party or
taken other appropriate steps contemplated by Rule 144A to
conclude that such third party
independently meets the definition of "qualified institutional
buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of
any changes in the information and conclusions herein. Until
such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment
Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or
Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is part
of a Family of Investment Companies (as defined below), is such
an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional
buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the
Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes
of determining the amount of securities owned by the Buyer or
the Buyer's Family of Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount
being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment
Companies which owned in the aggregate
$______________ in securities (other than the
excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used
herein means two or more
registered investment companies (or series thereof) that have the
same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same
parent or because one investment adviser is a majority owned
subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers
that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii)
bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase
agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands
that each of the parties to
which this certification is made are relying and will continue to
rely on the statements made
herein because one or more sales to the Buyer will be in reliance
on Rule 144A. In addition, the
Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to
which this certification is
made of any changes in the information and conclusions herein.
Until such notice, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification by the
undersigned as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 12.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject
to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution
Date or the related Determination Date, the Master Servicer shall
determine whether it or any
Subservicer will be entitled to any reimbursement pursuant to
Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which
will not be Advances or
Subservicer Advances that were made with respect to delinquencies
which were subsequently
determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or
Extraordinary Losses) and, if so, the Master Servicer shall
demand payment from Residential Funding
of an amount equal to the amount of any Advances or Subservicer
Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer
Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the
Class B Certificateholders in the same manner as if such amount
were to be distributed pursuant to
Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later
of the third Business Day
prior to each Distribution Date or the related Determination
Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and Extraordinary Losses) will be
allocated to the Class B Certificates
on such Distribution Date pursuant to Section 4.05, and, if so,
the Master Servicer shall demand
payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same
to the Class B Certificateholders in the same manner as if such
amount were to be distributed
pursuant to Sections 4.02(a); provided, however, that the amount
of such demand in respect of any
Distribution Date shall in no event be greater than the sum of
(i) the additional amount of Accrued
Certificate Interest that would have been paid for the Class B
Certificateholders on such
Distribution Date had such Realized Loss or Losses not occurred
plus (ii) the amount of the
reduction in the Certificate Principal Balances of the Class B
Certificates on such Distribution
Date due to such Realized Loss or Losses. Notwithstanding such
payment, such Realized Losses shall
be deemed to have been borne by the Certificateholders for
purposes of Section 4.05. Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses
allocated to the Class B Certificates will not be covered by the
Subordinate Certificate Loss
Obligation.
(c) Demands for payments pursuant to this Section shall
be made prior to the later
of the third Business Day prior to each Distribution Date or the
related Determination Date by the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential
Funding shall be required to pay pursuant to this Section on any
Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous
payments made under subsections (a) and (b) hereof and (ii) all
draws under the Limited Guaranty
made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding
Certificate Principal Balances of the Class B Certificates, or
such lower amount as may be
established pursuant to Section 12.02. Residential Funding's
obligations as described in this
Section are referred to herein as the "Subordinate Certificate
Loss Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any
failure of Residential Funding to make any payments hereunder and
shall demand payment pursuant to
the limited guaranty (the "Limited Guaranty"), executed by
General Motors Acceptance Corporation,
of Residential Funding's obligation to make payments pursuant to
this Section, in an amount equal
to the lesser of (i) the Amount Available and (ii) such required
payments, by delivering to General
Motors Acceptance Corporation a written demand for payment by
wire transfer, not later than the
second Business Day prior to the Distribution Date for such
month, with a copy to the Master
Servicer.
(e) All payments made by Residential Funding pursuant to
this Section or amounts paid
under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution
on the Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for
either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond,
insurance policy or similar instrument or a reserve fund;
provided that (i) the Company obtains an
Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter
of credit, surety bond, insurance
policy or similar instrument or reserve fund will not cause
either (a) any federal tax to be
imposed on REMIC I and/or REMIC II, 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 REMIC I or
REMIC II), (B) the long term debt
obligations of any obligor of any substitute Limited Guaranty or
Subordinate Certificate Loss
Obligation (if not supported by the Limited Guaranty) shall be
rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors
Acceptance Corporation as of the date
of issuance of the Limited Guaranty and (b) the rating of the
long term debt obligations of General
Motors Acceptance Corporation at the date of such substitution
and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency
that rated the Class B
Certificates at the request of the Company that such substitution
shall not lower the rating on the
Class B Certificates below the lesser of (a) the then-current
rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B Certificates
by such rating agency. Any replacement of the Limited Guaranty
or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a
written Opinion of Counsel to the
substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such
substitute instrument constitutes a legal, valid and binding
obligation of the substitute guarantor
or obligor, enforceable in accordance with its terms, and
concerning such other matters as the
Master Servicer and the Trustee shall reasonably request.
Neither the Company, the Master Servicer
nor the Trustee shall be obligated to substitute for or replace
the Limited Guaranty or Subordinate
Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections
11.01 or 12.01: (i) the provisions of this Article XII may be
amended, superseded or deleted, (ii)
the Limited Guaranty or Subordinate Certificate Loss Obligation
may be amended, reduced or
canceled, and (iii) any other provision of this Agreement which
is related or incidental to the
matters described in this Article XII may be amended in any
manner; in each case by written
instrument executed or consented to by the Company and
Residential Funding but without the consent
of any Certificateholder and without the consent of the Master
Servicer or the Trustee being
required unless any such amendment would impose any additional
obligation on, or otherwise
adversely affect the interests of, the Master Servicer or the
Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally
recognized credit rating agency that
rated the Class B Certificates at the request of the Company to
the effect that such amendment,
reduction, deletion or cancellation will not lower the rating on
the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B
Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates
by such rating agency, unless (A)
the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of
Residential Funding, or (B) such amendment, reduction, deletion
or cancellation is made in
accordance with Section 12.01(e) and, provided further that the
Company obtains, in the case of a
material amendment or supersession (but not a reduction,
cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an
Opinion of Counsel (which need not be
an opinion of Independent counsel) to the effect that any such
amendment or supersession will not
cause either (a) any federal tax to be imposed on REMIC I or
REMIC II, 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-S8
, 1995
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential
Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York
corporation ("GMAC"), plans to incur certain obligations as
described under Section 11.01 of the
Pooling and Servicing Agreement dated as of May 1, 1995, (the
"Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"),
Residential Funding and The First
National Bank of Chicago (the "Trustee") as amended by Amendment
No. 1 thereto, dated as of
, with respect to the Mortgage Pass-Through Certificates,
Series 1995-S8 (the
"Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding
agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses
on the Mortgage Loans as described in the Servicing Agreement;
and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of
Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good
and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute
and deposit in the Certificate
Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause
to be made available to Residential Funding), either directly or
through a subsidiary, in any case
prior to the related Distribution Date, such moneys as may be
required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as
the same arises from time to time
upon the demand of the Trustee in accordance with Section 11.01
of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a)
shall be absolute,
irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person
of all or any part of its or their interest in Residential
Funding, by any insolvency, bankruptcy,
dissolution or other proceeding affecting Residential Funding or
any other person, by any defense
or right of counterclaim, set-off or recoupment that GMAC may
have against Residential Funding or
any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's
obligations under clause (a) shall terminate upon the earlier of
(x) substitution for this Limited
Guaranty pursuant to Section 12.01(f) of the Servicing Agreement,
or (y) the termination of REMIC
I and/or REMIC II pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on
the part of Residential
Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise
of any such rights shall not
preclude any other or further exercise of that or any other such
right. GMAC further waives
demand, presentment, notice of default, protest, notice of
acceptance and any other notices with
respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on
the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified,
amended or terminated only by the written agreement of GMAC and
the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement.
The obligations of GMAC under this Limited Guaranty shall
continue and remain in effect so long as
the Servicing Agreement is not modified or amended in any way
that might affect the obligations of
GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein
set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State
of New York.
6. Authorization and Reliance. GMAC understands that a
copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to
the Servicing Agreement and GMAC hereby authorizes the Company
and the Trustee to rely on the
covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have
the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed
in any number of
counterparts, each of which shall be deemed to be an original and
such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty
to be executed and delivered
by its respective officers thereunto duly authorized as of the
day and year first above written.
GENERAL MOTORS ACCEPTANCE CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
Corporate Trust Services
1 First National Plaza
Mail Suite 0126
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S8
Re: Mortgage Pass-Through Certificates, Series 1995-S8
Assignment of Mortgage Loan.
Ladies and Gentlemen:
This letter is delivered to you in connection with the
assignment by _________________
(the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan")
pursuant to Section 3.13(d) of the Pooling and Servicing
Agreement (the "Pooling and Servicing
Agreement"), dated as of May 1, 1995, among Residential Funding
Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as
master servicer, and the Trustee. All
terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and
Servicing Agreement. The Lender hereby certifies, represents and
warrants to, and covenants with,
the Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which
an assignment in lieu of satisfaction is required to preserve
lien priority, minimize or avoid
mortgage recording taxes or otherwise comply with, or facilitate
a refinancing under, the laws of
such jurisdiction;
(ii) the substance of the assignment is, and is intended
to be, a refinancing of such
Mortgage Loan and the form of the transaction is solely to comply
with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment
will be modified to have a rate of
interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to
such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
