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) August 8, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under
a Pooling and Servicing Agreement dated as of July 1, 1995
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1995-S10).
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, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)<PAGE>
Item 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 July 1, 1995 among Residential Funding Mortgage Securities I,
Inc., as company, Residential Funding Corporation, as master
servicer, and Bankers Trust Company, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Diane S. Wold
Name: Diane S. Wold
Title: Director
Dated: August 8, 1995
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S10
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . . . .4
Accretion Directed PAC II Certificate. . . . . . . . . .4
Accretion Directed TAC Certificates. . . . . . . . . . .4
Accretion Termination Date . . . . . . . . . . . . . . .4
Accrual Companion Certificate. . . . . . . . . . . . . 4
Accrual Distribution Amount. . . . . . . . . . . . . . 4
Accrued Certificate Interest . . . . . . . . . . . . . 4
Adjusted Mortgage Rate . . . . . . . . . . . . . . . . 5
Adjusted Senior Principal Distribution Amount. . . . . 5
Advance. . . . . . . . . . . . . . . . . . . . . . . . 6
Affiliate. . . . . . . . . . . . . . . . . . . . . . . 6
Agreement. . . . . . . . . . . . . . . . . . . . . . . 6
Amount Held for Future Distribution. . . . . . . . . . 6
Appraised Value. . . . . . . . . . . . . . . . . . . . 6
Assignment . . . . . . . . . . . . . . . . . . . . . . 6
Assignment Agreement . . . . . . . . . . . . . . . . . 6
Assignment of Proprietary Lease. . . . . . . . . . . . 7
Available Distribution Amount. . . . . . . . . . . . . 7
Bankruptcy Amount. . . . . . . . . . . . . . . . . . . 7
Bankruptcy Code. . . . . . . . . . . . . . . . . . . . 8
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . . 8
Book-Entry Certificate . . . . . . . . . . . . . . . . 8
Business Day . . . . . . . . . . . . . . . . . . . . . 8
Buydown Funds. . . . . . . . . . . . . . . . . . . . . 8
Buydown Mortgage Loan. . . . . . . . . . . . . . . . . 9
Cash Liquidation . . . . . . . . . . . . . . . . . . . 9
Certificate. . . . . . . . . . . . . . . . . . . . . . 9
Certificate Account. . . . . . . . . . . . . . . . . . 9
Certificate Account Deposit Date . . . . . . . . . . . 9
Certificateholder or Holder. . . . . . . . . . . . . . 9
Certificate Owner. . . . . . . . . . . . . . . . . . . 9
Certificate Principal Balance. . . . . . . . . . . . 10
Certificate Register and Certificate Registrar . . . . 11
Class. . . . . . . . . . . . . . . . . . . . . . . . . 11
Class A Certificate. . . . . . . . . . . . . . . . . . 11
Class A-3 Component A. . . . . . . . . . . . . . . . . 11
Class A-3 Component B. . . . . . . . . . . . . . . . . 11
Class A-6 Component A. . . . . . . . . . . . . . . . . 11
Class A-6 Component B. . . . . . . . . . . . . . . . . 12
Class A-7 Component A. . . . . . . . . . . . . . . . . 12
Class A-7 Component B. . . . . . . . . . . . . . . . . 12
Class A-9 Collection Shortfall . . . . . . . . . . . . 12
Class A-9 Principal Distribution Amount. . . . . . . . 12
Class B Certificate. . . . . . . . . . . . . . . . . . 12
Class B Percentage . . . . . . . . . . . . . . . . . . 12
Class B-1 Percentage . . . . . . . . . . . . . . . . . 13
Class B-1 Prepayment Distribution Trigger. . . . . . . 13
Class B-2 Percentage . . . . . . . . . . . . . . . . . 13
Class B-2 Prepayment Distribution Trigger. . . . . . . 13
Class B-3 Percentage . . . . . . . . . . . . . . . . . 13
Class B-3 Prepayment Distribution Trigger. . . . . . . 13
Class M Certificate. . . . . . . . . . . . . . . . . . 14
Class M Percentage . . . . . . . . . . . . . . . . . . 14
Class M-1 Percentage . . . . . . . . . . . . . . . . . 14
Class M-2 Percentage . . . . . . . . . . . . . . . . . 14
Class M-2 Prepayment Distribution Trigger. . . . . . . 14
Class M-3 Percentage . . . . . . . . . . . . . . . . . 14
Class M-3 Prepayment Distribution Trigger. . . . . . . 14
Class R Certificate. . . . . . . . . . . . . . . . . . 15
Class R-I Certificate. . . . . . . . . . . . . . . . . 15
Class R-II Certificate . . . . . . . . . . . . . . . . 15
Closing Date . . . . . . . . . . . . . . . . . . . . . 15
Code . . . . . . . . . . . . . . . . . . . . . . . . . 15
Compensating Interest. . . . . . . . . . . . . . . . . 15
Component. . . . . . . . . . . . . . . . . . . . . . . 15
Cooperative. . . . . . . . . . . . . . . . . . . . . . 15
Cooperative Apartment. . . . . . . . . . . . . . . . . 15
Cooperative Lease. . . . . . . . . . . . . . . . . . . 16
Cooperative Loans. . . . . . . . . . . . . . . . . . . 16
Cooperative Stock. . . . . . . . . . . . . . . . . . . 16
Cooperative Stock Certificate. . . . . . . . . . . . . 16
Corporate Trust Office . . . . . . . . . . . . . . . . 16
Credit Support Depletion Date. . . . . . . . . . . . . 16
Curtailment. . . . . . . . . . . . . . . . . . . . . . 16
Custodial Account. . . . . . . . . . . . . . . . . . . 16
Custodial Agreement. . . . . . . . . . . . . . . . . . 16
Custodian. . . . . . . . . . . . . . . . . . . . . . . 16
Cut-off Date . . . . . . . . . . . . . . . . . . . . . 17
Cut-off Date Principal Balance . . . . . . . . . . . . 17
Debt Service Reduction . . . . . . . . . . . . . . . . 17
Deficient Valuation. . . . . . . . . . . . . . . . . . 17
Definitive Certificate . . . . . . . . . . . . . . . . 17
Deleted Mortgage Loan. . . . . . . . . . . . . . . . . 17
Depository . . . . . . . . . . . . . . . . . . . . . . 17
Depository Participant . . . . . . . . . . . . . . . . 17
Destroyed Mortgage Note. . . . . . . . . . . . . . . . 17
Determination Date . . . . . . . . . . . . . . . . . . 17
Discount Fraction. . . . . . . . . . . . . . . . . . . 18
Discount Mortgage Loan . . . . . . . . . . . . . . . 18
Disqualified Organization. . . . . . . . . . . . . . . 18
Distribution Date. . . . . . . . . . . . . . . . . . 18
Due Date . . . . . . . . . . . . . . . . . . . . . . . 18
Due Period . . . . . . . . . . . . . . . . . . . . . . 18
Eligible Account . . . . . . . . . . . . . . . . . . . 19
Eligible Funds . . . . . . . . . . . . . . . . . . . . 19
Event of Default . . . . . . . . . . . . . . . . . . 19
Excess Bankruptcy Loss . . . . . . . . . . . . . . . . 19
Excess Fraud Loss. . . . . . . . . . . . . . . . . . . 20
Excess Special Hazard Loss . . . . . . . . . . . . . . 20
Excess Subordinate Principal Amount. . . . . . . . . . 20
Extraordinary Events . . . . . . . . . . . . . . . . 20
Extraordinary Losses . . . . . . . . . . . . . . . . . 21
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . 21
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . . 21
Final Distribution Date. . . . . . . . . . . . . . . . 21
Fitch. . . . . . . . . . . . . . . . . . . . . . . . . 21
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . 21
Foreclosure Profits. . . . . . . . . . . . . . . . . . 21
Fraud Loss Amount. . . . . . . . . . . . . . . . . . . 21
Fraud Losses . . . . . . . . . . . . . . . . . . . . . 22
Independent. . . . . . . . . . . . . . . . . . . . . . 22
Initial Certificate Principal Balance. . . . . . . . . 22
Insurance Proceeds . . . . . . . . . . . . . . . . . 22
Insurer. . . . . . . . . . . . . . . . . . . . . . . . 22
Late Collections . . . . . . . . . . . . . . . . . . . 23
Liquidation Proceeds . . . . . . . . . . . . . . . . . 23
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . . 23
Maturity Date. . . . . . . . . . . . . . . . . . . . . 23
Monthly Payment. . . . . . . . . . . . . . . . . . . . 23
Moody's. . . . . . . . . . . . . . . . . . . . . . . 23
Mortgage . . . . . . . . . . . . . . . . . . . . . . . 23
Mortgage File. . . . . . . . . . . . . . . . . . . . . 23
Mortgage Loan Schedule . . . . . . . . . . . . . . . . 24
Mortgage Loans . . . . . . . . . . . . . . . . . . . 24
Mortgage Note. . . . . . . . . . . . . . . . . . . . . 25
Mortgage Rate. . . . . . . . . . . . . . . . . . . . . 25
Mortgaged Property . . . . . . . . . . . . . . . . . 25
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . 25
Net Mortgage Rate. . . . . . . . . . . . . . . . . . . 25
Non-Discount Mortgage Loan . . . . . . . . . . . . . . 25
Non-Primary Residence Loans. . . . . . . . . . . . . . 25
Non-United States Person . . . . . . . . . . . . . . 25
Nonrecoverable Advance . . . . . . . . . . . . . . . . 25
Nonsubserviced Mortgage Loan . . . . . . . . . . . . . 25
Notional Amount. . . . . . . . . . . . . . . . . . . 25
Officers' Certificate. . . . . . . . . . . . . . . . . 26
Opinion of Counsel . . . . . . . . . . . . . . . . . . 26
Original Senior Percentage . . . . . . . . . . . . . 26
Outstanding Mortgage Loan. . . . . . . . . . . . . . . 26
Ownership Interest . . . . . . . . . . . . . . . . . . 26
PAC Certificate. . . . . . . . . . . . . . . . . . . . 26
PAC I Certificate. . . . . . . . . . . . . . . . . . . 26
PAC I Principal Amount . . . . . . . . . . . . . . . . 26
PAC II Principal Amount. . . . . . . . . . . . . . . . 27
Pass-Through Rate. . . . . . . . . . . . . . . . . . . 27
Paying Agent . . . . . . . . . . . . . . . . . . . . . 27
Percentage Interest. . . . . . . . . . . . . . . . . 27
Permitted Investments. . . . . . . . . . . . . . . . . 27
Permitted Transferee . . . . . . . . . . . . . . . . 29
Person . . . . . . . . . . . . . . . . . . . . . . . . 29
Planned Principal Balance. . . . . . . . . . . . . . . 29
Pool Stated Principal Balance. . . . . . . . . . . . . 29
Pool Strip Rate. . . . . . . . . . . . . . . . . . . . 29
Prepayment Assumption. . . . . . . . . . . . . . . . . 29
Prepayment Distribution Percentage . . . . . . . . . . 29
Prepayment Distribution Trigger. . . . . . . . . . . . 31
Prepayment Period. . . . . . . . . . . . . . . . . . . 31
Primary Insurance Policy . . . . . . . . . . . . . . . 31
Principal Only Certificate . . . . . . . . . . . . . . 31
Principal Prepayment . . . . . . . . . . . . . . . . . 32
Principal Prepayment in Full . . . . . . . . . . . . . 32
Program Guide. . . . . . . . . . . . . . . . . . . . . 32
Purchase Price . . . . . . . . . . . . . . . . . . . 32
Qualified Substitute Mortgage Loan . . . . . . . . . . 32
Rating Agency. . . . . . . . . . . . . . . . . . . . . 33
Realized Loss. . . . . . . . . . . . . . . . . . . . . 33
Record Date. . . . . . . . . . . . . . . . . . . . . . 34
Regular Certificate. . . . . . . . . . . . . . . . . . 34
REMIC. . . . . . . . . . . . . . . . . . . . . . . . . 34
REMIC I. . . . . . . . . . . . . . . . . . . . . . . . 34
REMIC I Certificates . . . . . . . . . . . . . . . . . 34
REMIC II . . . . . . . . . . . . . . . . . . . . . . . 34
REMIC II Certificates. . . . . . . . . . . . . . . . . 34
REMIC Provisions . . . . . . . . . . . . . . . . . . . 34
REO Acquisition. . . . . . . . . . . . . . . . . . . 35
REO Disposition. . . . . . . . . . . . . . . . . . . . 35
REO Imputed Interest . . . . . . . . . . . . . . . . . 35
REO Proceeds . . . . . . . . . . . . . . . . . . . . . 35
REO Property . . . . . . . . . . . . . . . . . . . . . 35
Request for Release. . . . . . . . . . . . . . . . . . 35
Required Insurance Policy. . . . . . . . . . . . . . . 35
Residential Funding. . . . . . . . . . . . . . . . . . 35
Responsible Officer. . . . . . . . . . . . . . . . . . 35
Schedule of Discount Fractions . . . . . . . . . . . . 36
Security Agreement . . . . . . . . . . . . . . . . . . 36
Seller . . . . . . . . . . . . . . . . . . . . . . . . 36
Seller's Agreement . . . . . . . . . . . . . . . . . . 36
Senior Accelerated Distribution Percentage . . . . . . 36
Senior Percentage. . . . . . . . . . . . . . . . . . . 37
Senior Principal Distribution Amount . . . . . . . . . 37
Servicing Accounts . . . . . . . . . . . . . . . . . . 37
Servicing Advances . . . . . . . . . . . . . . . . . . 38
Servicing Fee. . . . . . . . . . . . . . . . . . . . . 38
Servicing Officer. . . . . . . . . . . . . . . . . . . 38
Special Hazard Amount. . . . . . . . . . . . . . . . . 38
Special Hazard Loss. . . . . . . . . . . . . . . . . . 39
Standard & Poor's. . . . . . . . . . . . . . . . . . . 39
Stated Principal Balance . . . . . . . . . . . . . . . 39
Subordinate Principal Distribution Amount. . . . . . . 39
Subserviced Mortgage Loan. . . . . . . . . . . . . . . 40
Subservicer. . . . . . . . . . . . . . . . . . . . . . 40
Subservicer Advance. . . . . . . . . . . . . . . . . . 40
Subservicing Account . . . . . . . . . . . . . . . . . 40
Subservicing Agreement . . . . . . . . . . . . . . . . 40
Subservicing Fee . . . . . . . . . . . . . . . . . . . 40
TAC Principal Amount . . . . . . . . . . . . . . . . . 41
Targeted Principal Balances. . . . . . . . . . . . . . 41
Tax Returns. . . . . . . . . . . . . . . . . . . . . . 41
Transfer . . . . . . . . . . . . . . . . . . . . . . . 41
Transferee . . . . . . . . . . . . . . . . . . . . . . 41
Transferor . . . . . . . . . . . . . . . . . . . . . . 41
Trust Fund . . . . . . . . . . . . . . . . . . . . . . 41
Uncertificated Accrued Interest. . . . . . . . . . . . 41
Uncertificated Notional Amount . . . . . . . . . . . . 42
Uncertificated Pass-Through Rate . . . . . . . . . . . 42
Uncertificated Principal Balance . . . . . . . . . . . 42
Uncertificated REMIC I Regular Interest U. . . . . . . 43
Uncertificated REMIC I Regular Interest V. . . . . . . 43
Uncertificated REMIC I Regular Interest W. . . . . . . 43
Uncertificated REMIC I Regular Interest X. . . . . . . 43
Uncertificated REMIC I Regular Interest Y. . . . . . . 43
Uncertificated REMIC I Regular Interests Z . . . . . . 44
Uncertificated REMIC I Regular Interest Z Pool StripRate.
. . . . . . . 44
Uncertificated REMIC I Regular Interests . . . . . . . 44
Uncertificated REMIC I Regular Interest U Distribution
Amount. . . . . . 44
Uncertificated REMIC I Regular Interest V Distribution
Amount. . . . . . 44
Uncertificated REMIC I Regular Interest W Distribution
Amount. . . . . . 44
Uncertificated REMIC I Regular Interest X Distribution
Amount. . . . . . 44
Uncertificated REMIC I Regular Interest Y Distribution
Amount. . . . . . 44
Uncertificated REMIC I Regular Interests Z Distribution
Amounts. . . . . 45
Uncertificated REMIC I Regular Interest Distribution
Amounts . . . . . . 45
Uncertificated REMIC II Regular Interests. . . . . . . 45
Uncertificated REMIC II Regular Interests Distribution
Amounts . . . . . 45
Uninsured Cause. . . . . . . . . . . . . . . . . . . . 45
United States Person . . . . . . . . . . . . . . . . . 45
Voting Rights. . . . . . . . . . . . . . . . . . . . . 45
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . . . . . . . 46
Section 2.02. Acceptance by Trustee. . . . . . . . . . . . 51
Section 2.03. Representations, Warranties and Covenants of
the Master Servicer and the Company. . . . . 52
Section 2.04. Representations and Warranties of Sellers. . 57
Section 2.05. Issuance of Certificates Evidencing
Interests in REMIC I . . . . . . . . . . . 59
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC
II Regular Interests; Acceptance by the Trustee
. . . . . . . . . . . . . 60
Section 2.07. Issuance of Certificates Evidencing Interest in
REMIC II . . . 60
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer . . . . . 61
Section 3.02. Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers'
and Sellers' Obligations. . . . . 62
Section 3.03. Successor Subservicers . . . . . . . . . . . 63
Section 3.04. Liability of the Master Servicer . . . . . . 64
Section 3.05. No Contractual Relationship Between Subservicer
and Trustee or Certificateholders . . . . .. 64
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee 64
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account. . . . . . . . 65
Section 3.08. Subservicing Accounts; Servicing Accounts. 67
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans . . . . . . . . 69
Section 3.10. Permitted Withdrawals from the Custodial
Account . . . . . . . 69
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder . . . . . . . . . . . 71
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage 72
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain
Assignments. . . . . . . . . . . . . . . . 74
Section 3.14. Realization Upon Defaulted Mortgage Loans. 76
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files. . . . . . . . 79
Section 3.16. Servicing and Other Compensation . . . . .. 81
Section 3.17. Reports to the Trustee and the Company . . . 82
Section 3.18. Annual Statement as to Compliance. . . . . . 82
Section 3.19. Annual Independent Public Accountants'
Servicing Report. . . . 82
Section 3.20. Rights of the Company in Respect of the Master
Servicer. . . . 83
Section 3.21. Administration of Buydown Funds. . . . . . . 84
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . . . . . . . 85
Section 4.02. Distributions. . . . . . . . . . . . . . . . 85
Section 4.03. Statements to Certificateholders . . . . . . 98
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer . .100
Section 4.05. Allocation of Realized Losses. . . . . . . .102
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.104
Section 4.07. Optional Purchase of Defaulted Mortgage Loans .
. . . . . . . . . . . . . . . . . .104
Section 4.08. Distributions on the Uncertificated REMIC I and
REMIC II Regular Interests
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . . . . . . .107
Section 5.02. Registration of Transfer and Exchange of
Certificates. . . . .109
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. . . . . . .115
Section 5.04. Persons Deemed Owners. . . . . . . . . . . .115
Section 5.05. Appointment of Paying Agent. . . . . . . . .116
Section 5.06. Optional Purchase of Certificates. . . . . .116
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer.119
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer. . 119
Section 6.03. Limitation on Liability of the Company, the
Master Servicer and Others.. . . . . . . . .120
Section 6.04. Company and Master Servicer Not to Resign. .121
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . . . . . . .122
Section 7.02. Trustee or Company to Act; Appointment of
Successor. . . . . .124
Section 7.03. Notification to Certificateholders . . . . .125
Section 7.04. Waiver of Events of Default. . . . . . . . .125
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . . . . . . .127
Section 8.02. Certain Matters Affecting the Trustee. . . .129
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans. . . .130
Section 8.04. Trustee May Own Certificates . . . . . . . .131
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification. . . . . . . . . 131
Section 8.06. Eligibility Requirements for Trustee . . . .132
Section 8.07. Resignation and Removal of the Trustee . . 132
Section 8.08. Successor Trustee. . . . . . . . . . . . . .134
Section 8.09. Merger or Consolidation of Trustee . . . . .134
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
. . . . . . . .135
Section 8.11. Appointment of Custodians. . . . . . . . . .136
Section 8.12. Appointment of Office or Agency. . . . . . .136
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans. . . . . .137
Section 9.02. Termination of REMIC II. . . . . . . . . . .140
Section 9.03. Additional Termination Requirements. . . . .140
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . . . . . . . .142
Section 10.02. Master Servicer and Trustee Indemnification.146
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . . . . . . . .147
Section 11.02. Recordation of Agreement; Counterparts . . .150
Section 11.03. Limitation on Rights of Certificateholders .150
Section 11.04. Governing Law. . . . . . . . . . . . . . . .151
Section 11.05. Notices. . . . . . . . . . . . . . . . . . .151
Section 11.06. Notices to Rating Agency . . . . . . . . . .152
Section 11.07. Severability of Provisions . . . . . . . . .153
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 11.01(e)for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Planned Principal Balances and Targeted Principal
Balances
Exhibit Q: Schedule of Discount Fractions
This is a Pooling and Servicing Agreement, effective as of
July 1, 1995, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., as the company (together with its permitted successors and
assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as
trustee (together with its permitted successors and assigns, the
"Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in
multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined
herein). As provided herein, the Master Servicer will make an
election to treat the entire segregated pool of assets described
in the definition of REMIC I (as defined herein), and subject to
this Agreement (including the Mortgage Loans), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated
as "REMIC I." Five partial undivided beneficial ownership
interests in each of the Mortgage Loans and 733 partial undivided
beneficial ownership interests, each representing an interest in
one Mortgage Loan equal to the Pool Strip Rate (as defined
herein) for such Mortgage Loan (the "Uncertificated REMIC I
Regular Interests"), will represent ownership of "regular
interests" in REMIC I and the Class R-I Certificates will be the
sole class of "residual interests" in REMIC I, for purposes of
the REMIC Provisions (as defined herein) under federal income tax
law. A segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests will be
designated as "REMIC II," and the Master Servicer will make a
separate REMIC election with respect thereto. The Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-8, Class A-
9, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates and Class A- 6 Component A, Class A-6
Component B, Class A-7 Component A and Class A-7 Component B 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-10 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 Aggregate Initial
Rate Certificate
Principal
Balance
Class A-1 Senior 6.6% $ 55,601,800.00
Class A-2 Senior 5.7 5,936,000.00
Class A-3 Senior 7.5 20,970,000.00
Class A-4 Senior 7.2 38,235,000.00
Class A-5 Senior 7.5 6,989,000.00
Class A-6 Senior See Below 72,376,561.40
Class A-7 Senior See Below 5,000,000.00
Class A-8 Senior 7.5 8,040,000.00
Class A-9 Senior 0.0 142,330.60
Class A-10 Senior Variable Rate 0.00
Class R-I Senior 7.5 100.00
Class R-II Senior 7.5 100.00
Class M-1 Mezzanine 7.5 5,767,800.00
Class M-2 Mezzanine 7.5 2,883,900.00
Class M-3 Mezzanine 7.5 2,883,900.00
Class B-1 Subordinate 7.5 922,800.00
Class B-2 Subordinate 7.5 807,500.00
Class B-3 Subordinate 7.5 1,153,493.52
Designation Features Maturity Initial Ratings
Date S&P Fitch
Class A-1 PAC I July 25,2025 AAA AAA
Class A-2 PAC I July 25,2025 AAA AAA
Class A-3 See Below July 25,2025 AAA AAA
Class A-4 Accretion Directed/ July 25,2025 AAA AAA
PAC II
Class A-5 Accretion Directed/ July 25,2025 AAA AAA
TAC
Class A-6 See Below July 25,2025 AAA AAA
Class A-7 See Below July 25,2025 AAA AAA
Class A-8 Accrual Companion July 25,2025 AAA AAA
Class A-9 Principal Only July 25,2025 AAAr AAA
Class A-10 Stripped Interests July 25,2025 AAAr AAA
Class R-I Residual July 25,2025 AAA AAA
Class R-II Residual July 25,2025 AAA AAA
Class M-1 Mezzanine July 25,2025 N/A AA
Class M-2 Mezzanine July 25,2025 N/A A
Class M-3 Mezzanine July 25,2025 N/A BBB
Class B-1 Subordinate July 25,2025 N/A BB
Class B-2 Subordinate July 25,2025 B N/A
Class B-3 Subordinate July 25,2025 N/A N/A
The Class A-3 Certificates are comprised of two Components
having the following designation, interest rate, initial amounts
and features:
Designation Interest Rate Initial Amount Features
Class A-3 Component A 7.50% $ 12,520,000.00 PAC I
Class A-3 Component B 7.50% $ 8,450,000.00 Accretion
Directed/TAC
The Class A-6 Certificates are comprised of two Components
having the following designation, interest rate, initial amounts
and features:
Designation Interest Rate Initial Amount Features
Class A-6
Component A 7.50% $ 72,376,561.40 Accretion
Directed/TAC
Class A-6
Component B 7.50% $ 0.00 PAC Strip
The Class A-7 Certificates are comprised of two Components
having the following designation, interest rate, initial amounts
and features:
Designation Interest Rate Initial Amount Features
Class A-7
Component A 7.50% $ 5,000,000.00 Accretion
Directed/TAC
Class A-7
Component B 7.50% $ 0.00 PAC Strip
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $230,710,285.52. The Mortgage Loans are fixed
rate mortgage loans having terms to maturity at origination or
modification of not more than 30 years.
In consideration of the mutual agreements herein contained,
the Company, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.
Accretion Directed PAC II Certificate: Any Class A-4
Certificate.
Accretion Directed TAC Certificates: Any Class A-5
Certificate.
Accretion Termination Date: With respect to the Class A-8
Certificates, the earlier to occur of (i) the Distribution Date
on which the Certificate Principal Balances of the Class A-4
Certificates and Class A-5 Certificates and the amounts of Class
A-3 Component B, Class A-6 Component A and Class A-7 Component A
have been reduced to zero and (ii) the Credit Support
Depletion Date.
Accrual Companion Certificate: Any Class A-8 Certificate.
Accrual Distribution Amount: As defined in Section
4.02(a)(ii)(Y)(E).
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A
Certificate (other than the Class A-6, Class A-7, Class A-9 and
Class A-10 Certificates), any
Class M Certificate, any Class B Certificate or any Class R
Certificate, one month's interest
accrued at the related Pass-Through Rate on the Certificate
Principal Balance thereof
immediately prior to such Distribution Date. With respect to
each Distribution Date, as to the
Class A-6 Certificates, the sum of (i) one month's interest
accrued on the amount of Class A-6
Component A immediately prior to such Distribution Date at a rate
of 7.50% per annum, plus (ii)
one month's interest accrued on the related Notional Amount of
Class A-6 Component B immediately
prior to such Distribution Date at a rate of 7.50% per annum.
With respect to each Distribution
Date, as to the Class A-7 Certificates, the sum of (i) one
month's interest accrued on the
amount of Class A-7 Component A immediately prior to such
Distribution Date at a rate of 7.50%
per annum, plus (ii) one month's interest accrued on the related
Notional Amount of Class A-7
Component B immediately prior to such Distribution Date at a rate
of 7.50% per annum. The Class
A-9 Certificates do not accrue, and are not entitled to any
distributions in respect of,
interest. With respect to each Distribution Date, as to the
Class A-10 Certificates, one
month's interest accrued at the related Pass-Through Rate on the
related Notional Amount
thereof. Accrued Certificate Interest will be calculated on the
basis of a 360-day year
consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of
Certificates or Components will be reduced by the amount of (i)
Prepayment Interest Shortfalls
(to the extent not offset by the Master Servicer with a payment
of Compensating Interest as
provided in Section 4.01), (ii) the interest portion (adjusted to
the Net Mortgage Rate) of
Realized Losses (including Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion
of Advances previously made
with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO
Property that were made with respect
to delinquencies that were ultimately determined to be Excess
Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and (iv) any other interest
shortfalls not covered by the subordination provided by the Class
M Certificates and Class B
Certificates, including interest that is not collectible from the
Mortgagor pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or
similar legislation or
regulations as in effect from time to time, with all such
reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued
Certificate Interest which
would have resulted absent such reductions. With respect to the
Class A-8 Certificates on each
Distribution Date that occurs prior to the Accretion Termination
Date, interest shortfalls
allocable to the Class A-8 Certificates on such Distribution Date
will be so allocated by
reducing the amount that is added to the Certificate Principal
Balance thereof in respect of
Accrued Certificate Interest pursuant to Section 4.02(d). In
addition to that portion of the
reductions described in the second preceding sentence that are
allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of
Class B Certificates or such Class of Class M Certificates will
be reduced by the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses
that are allocated solely to such
Class of Class B Certificates or such Class of Class M
Certificates pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and
any date of determination,
the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related
Subservicing Fee accrues.
Adjusted Senior Principal Distribution Amount: As defined in
Section 4.02(b)(ii).
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to
Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or
under common control with such first Person. For the purposes of
this definition, "control"
means the power to direct the management and policies of such
Person, directly or indirectly,
whether through the ownership of voting securities, by contract
or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the
foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements
hereto.
Amount Held for Future Distribution: As to any Distribution
Date, the total of the
amounts held in the Custodial Account at the close of business on
the preceding Determination
Date on account of (i) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, Mortgage
Loan purchases made pursuant to Section 2.02, 2.03 or 2.04 and
Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of
such Distribution Date (other
than such Liquidation Proceeds, Insurance Proceeds and purchases
of Mortgage Loans that the
Master Servicer has deemed to have been received in the preceding
month in accordance with
Section 3.07(b)) and (ii) payments which represent early receipt
of scheduled payments of
principal and interest due on a date or dates subsequent to the
related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of
(i) the appraised value of
such Mortgaged Property based upon the appraisal made at the time
of the origination of the
related Mortgage Loan, and (ii) the sales price of the Mortgaged
Property at such time of
origination, except in the case of a Mortgaged Property securing
a refinanced or modified
Mortgage Loan as to which it is either the appraised value
determined above or the appraised
value determined in an appraisal at the time of refinancing or
modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of transfer
or equivalent instrument,
in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the
benefit of Certificateholders, which assignment, notice of
transfer or equivalent instrument may
be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and
accompanied by an Opinion of
Counsel to that effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of July 31, 1995,
between Residential Funding and the Company relating to the
transfer and assignment of the
Mortgage Loans.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of
the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date,
an amount equal to (a) the
sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of
the close of business on the immediately preceding Determination
Date and amounts deposited in
the Custodial Account in connection with the substitution of
Qualified Substitute Mortgage
Loans, (ii) the amount of any Advance made on the immediately
preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account
pursuant to Section 3.12(a)
and (iv) any amount deposited in the Certificate Account pursuant
to Section 4.07, reduced by
(b) the sum as of the close of business on the immediately
preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future
Distribution, and (y) amounts
permitted to be withdrawn by the Master Servicer from the
Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of
Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to
the first anniversary of the
Cut-off Date, an amount equal to the excess, if any, of (A)
$128,249 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to one or more
specific Classes of Certificates in
accordance with Section 4.05. As of any date of determination on
or after the first anniversary
of the Cut-off Date, an amount equal to the excess, if any, of
(1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the
Business Day immediately
preceding the most recent anniversary of the Cut-off Date
coinciding with or preceding such date
of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the
Business Day immediately preceding such date of determination)
(for purposes of this definition,
the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the
Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value
Ratio at origination which exceeds 75% and (ii) $100,000; and
(B) the greater of (i) the
product of (x) an amount equal to the largest difference in
the related Monthly Payment
for any Non-Primary Residence Loan remaining in the Mortgage
Pool which had an original
Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof
was equal to the weighted average (based on the principal
balance of the Mortgage Loans as
of the Relevant Anniversary) of the Net Mortgage Rates of all
Mortgage Loans as of the
Relevant Anniversary less 1.25% per annum, (y) a number equal
to the weighted average
remaining term to maturity, in months, of all Non-Primary
Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number
of all Non-Primary Residence Loans remaining in the Mortgage
Pool divided by the total
number of Outstanding Mortgage Loans in the Mortgage Pool as
of the Relevant Anniversary,
and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master
Servicer (including
accelerating the manner in which such coverage is reduced)
provided that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such reduction shall not reduce the rating assigned to any
Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service
Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the
Trustee in writing that the Master Servicer is diligently
pursuing any remedies that may exist
in connection with the representations and warranties made
regarding the related Mortgage Loan
and either (A) the related Mortgage Loan is not in default with
regard to payments due
thereunder or (B) delinquent payments of principal and interest
under the related Mortgage Loan
and any premiums on any applicable primary hazard insurance
policy and any related escrow
payments in respect of such Mortgage Loan are being advanced on a
current basis by the Master
Servicer or a Subservicer, in either case without giving effect
to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the
name of the Depository or its
nominee.
Business Day: Any day other than (i) a Saturday or a Sunday
or (ii) a day on which
banking institutions in the State of New York, the State of
Michigan, the State of California or
the State of Illinois (and such other state or states in which
the Custodial Account or the
Certificate Account are at the time located) are required or
authorized by law or executive
order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged Property, the Company
or other source in order to enable the Mortgagor to reduce the
payments required to be made from
the Mortgagor's funds in the early years of a Mortgage Loan.
Buydown Funds are not part of the
Trust Fund prior to deposit into the Custodial or Certificate
Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is
paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other
than a Mortgage Loan as to
which an REO Acquisition occurred, a determination by the Master
Servicer that it has received
all Insurance Proceeds, Liquidation Proceeds and other payments
or cash recoveries which the
Master Servicer reasonably and in good faith expects to be
finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R
Certificate.
Certificate Account: The account or accounts created and
maintained pursuant to Section
4.01, which shall be entitled "Bankers Trust Company, as trustee,
in trust for the registered
holders of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates,
Series 1995-S10" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior
thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the
Certificate Register, except that neither a Disqualified
Organization nor a Non-United States
Person shall be a holder of a Class R-I or R-II Certificate for
purposes hereof and, solely for
the purpose of giving any consent or direction pursuant to this
Agreement, any Certificate,
other than a Class R-I or R-II Certificate, registered in the
name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof shall be
deemed not to be outstanding and
the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in
determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to
effect any such consent or direction has been obtained. All
references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly
exercise such rights through the Depository and participating
members thereof, except as
otherwise specified herein; provided, however, that the Trustee
shall be required to recognize
as a "Holder" or "Certificateholder" only the Person in whose
name a Certificate is registered
in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person who is the
beneficial owner of such Certificate, as reflected on the books
of an indirect participating
brokerage firm for which a Depository Participant acts as agent,
if any, and otherwise on the
books of a Depository Participant, if any, and otherwise on the
books of the Depository.
Certificate Principal Balance: With respect to each Class A
Certificate (other than a
Class A-10 Certificate) and Class R Certificate, on any date of
determination, an amount equal
to (i) the Initial Certificate Principal Balance of such
Certificate as specified on the face
thereof, plus (ii) in the case of each Class A-8 Certificate, an
amount equal to the aggregate
Accrued Certificate Interest added to the Certificate Principal
Balance of the Class A-8
Certificates on each Distribution Date on or prior to the
Accretion Termination Date pursuant to
Section 4.02(d), minus (iii) the sum of (x) the aggregate of all
amounts previously distributed
with respect to such Certificate (or any predecessor
Certificate), including any Component
thereof, and applied to reduce the Certificate Principal Balance
or amount thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed
to have occurred in connection with Realized Losses which were
previously allocated to such
Certificate (or any predecessor Certificate), including any
Component thereof, 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-10 Certificates have no Certificate Principal
Balance.
Certificate Register and Certificate Registrar: The register
maintained and the registrar
appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
designation.
Class A Certificate: Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-
5, Class A-6, Class A-7, Class A-8, Class A-9 or Class A-10
Certificates, executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto
as Exhibit A, each such Certificate (other than the Class A-10
Certificates) evidencing an
interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
The Class A-10 Certificates will represent the entire beneficial
ownership interest in the
Uncertificated REMIC II Regular Interests.
Class A-3 Component A: With respect to the Class A-3
Certificates, on any date of
determination, a Component of the Class A-3 Certificates having
an amount equal to (i)
$12,520,000.00 minus (ii) the sum of (x) the aggregate of all
amounts previously distributed
with respect to the Class A-3 Certificates and applied to reduce
Class A-3 Component A pursuant
to Section 4.02(b), and (y) the aggregate of all reductions in
Class A-3 Component A deemed to
have occurred in connection with Realized Losses which were
previously allocated to Class A-3
Component A pursuant to Section 4.05 and entitled to
distributions as set forth in this
Agreement.
Class A-3 Component B: With respect to the Class A-3
Certificates, on any date of
determination, a Component of the Class A-3 Certificates having
an amount equal to (i)
$8,450,000.00 minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with
respect to the Class A-3 Certificates and applied to reduce Class
A-3 Component B pursuant to
Section 4.02(b), and (y) the aggregate of all reductions in Class
A-3 Component B deemed to have
occurred in connection with Realized Losses which were previously
allocated to Class A-3
Component B pursuant to Section 4.05 and entitled to
distributions as set forth in this
Agreement.
Class A-6 Component A: With respect to the Class A-6
Certificates, on any date of
determination, a Component of the Class A-6 Certificates having
an amount equal to (i)
$72,376,561.40 minus (ii) the sum of (x) the aggregate of all
amounts previously distributed
with respect to the Class A-6 Certificates and applied to reduce
Class A-6 Component A pursuant
to Section 4.02(b), and (y) the aggregate of all reductions in
Class A-6 Component A deemed to
have occurred in connection with Realized Losses which were
previously allocated to Class A-6
Component A pursuant to Section 4.05 and entitled to
distributions as set forth in this
Agreement.
Class A-6 Component B: With respect to the Class A-6
Certificates, the Component B
thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of
interest (but not principal) to the extent set forth in this
Agreement.
Class A-7 Component A: With respect to the Class A-7
Certificates, on any date of
determination, a Component of the Class A-7 Certificates having
an amount equal to (i)
$5,000,000.00 minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with
respect to the Class A-7 Certificates and applied to reduce Class
A-7 Component A pursuant to
Section 4.02(b), and (y) the aggregate of all reductions in Class
A-7 Component A deemed to have
occurred in connection with Realized Losses which were previously
allocated to Class A-7
Component A pursuant to Section 4.05 and entitled to
distributions as set forth in this
Agreement.
Class A-7 Component B: With respect to the Class A-7
Certificates, the Component B
thereof having a Notional Amount as set forth in this Agreement
and entitled to distributions of
interest (but not principal) to the extent set forth in this
Agreement.
Class A-9 Collection Shortfall: With respect to the Final
Disposition of a Discount
Mortgage Loan and any Distribution Date, the excess of the amount
described in Section
4.02(b)(i)(C)(1) over the amount described in Section
4.02(b)(i)(C)(2).
Class A-9 Principal Distribution Amount: As defined in
Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates or
Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C and
evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the REMIC
Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3
Percentage.
Class B-1 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
B-1 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class B-1 Certificates,
Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date
divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to
such Distribution Date is greater than or equal to 1.25%.
Class B-2 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
B-2 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class B-2 Certificates and
Class B-3 Certificates
immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution
Date is greater than or equal to 0.75%.
Class B-3 Percentage: With respect to any Distribution Date,
a fraction expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
B-3 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all the Mortgage Loans (or related
REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class B-3 Certificates
immediately prior to such
Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution Date is greater than or equal
to 0.35%.
Class M Certificate: Any one of the Class M-1 Certificates,
Class M-2 Certificates or
Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the REMIC
Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
M-1 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date,
a fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
M-2 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class M-2 Certificates,
Class M-3 Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such
Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution Date is greater than or equal
to 3.75%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a
percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
M-3 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (other than
the related Discount fraction of each Discount Mortgage Loan)
immediately prior to such
Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test
that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class M-3 Certificates,
Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or
equal to 2.50%.
Class R Certificate: Any one of the Class R-I Certificates or
Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by the Trustee and
authenticated by the Certificate Registrar substantially in the
form annexed hereto as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC I for purposes of the
REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II
Certificates executed by the Trustee
and authenticated by the Certificate Registrar substantially in
the form annexed hereto as
Exhibit D and evidencing an interest designated as a "residual
interest" in REMIC II for
purposes of the REMIC Provisions.
Closing Date: July 31, 1995.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date,
an amount equal to
Prepayment Interest Shortfalls resulting from Principal
Prepayments in Full during the related
Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated
Principal Balance of the Mortgage Loans immediately preceding
such Distribution Date and (b) the
sum of the Servicing Fee, all income and gain on amounts held in
the Custodial Account and the
Certificate Account and payable to the Certificateholders with
respect to such Distribution Date
and servicing compensation to which the Master Servicer may be
entitled pursuant to Section
3.10(a)(v) and (vi); provided that for purposes of this
definition the amount of the Servicing
Fee will not be reduced pursuant to Section 7.02 except as may be
required pursuant to the last
sentence of such Section.
Component: Any of Class A-3 Component A, Class A-3 Component
B, Class A-6 Component A, Class A-6 Component B, Class A-7
Component A and Class A-7 Component B.
Cooperative: A private, cooperative housing corporation
organized under the laws of, and
headquartered in, the State of New York which owns or leases land
and all or part of a building
or buildings located in the State of New York, including
apartments, spaces used for commercial
purposes and common areas therein and whose board of directors
authorizes, among other things,
the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a
Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of
a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy
agreement with respect to the Cooperative Apartment occupied by
the Mortgagor and relating to
the related Cooperative Stock, which lease or agreement confers
an exclusive right to the holder
of such Cooperative Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect
of a Cooperative Apartment,
evidenced by a Mortgage Note and secured by (i) a Security
Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the
Cooperative Lease, (iv) financing
statements and (v) a stock power (or other similar instrument),
and ancillary thereto, a
recognition agreement between the Cooperative and the originator
of the Cooperative Loan, each
of which was transferred and assigned to the Trustee pursuant to
Section 2.01 and are from time
to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single outstanding class of
stock, partnership interest or other ownership instrument in the
related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative
Loan, the stock certificate
or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee
at which at any particular
time its corporate trust business with respect to this Agreement
shall be administered, which
office at the date of the execution of this instrument is located
at Four Albany Street, New
York, New York 10006, Attention: Residential Funding Corporation
Series 1995-S10.
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: July 1, 1995.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance
thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior
thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a
reduction in the scheduled
Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding
under the Bankruptcy Code, except such a reduction constituting a
Deficient Valuation or any
reduction that results in a permanent forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount
less than the then outstanding
indebtedness under the Mortgage Loan, or any reduction in the
amount of principal to be paid in
connection with any scheduled Monthly Payment that constitutes a
permanent forgiveness of
principal, which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor
Depository hereafter named.
The nominee of the initial Depository for purposes of registering
those Certificates that are to
be Book-Entry Certificates is Cede & Co. The Depository shall at
all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for whom from time to time
a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Determination Date: With respect to any Distribution Date,
the 20th day (or if such 20th day is not a Business Day, the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage
Loan, the fraction expressed as
a percentage, the numerator of which is 7.50% minus the Net
Mortgage Rate (or the initial Net
Mortgage Rate with respect to any Discount Mortgage Loans as to
which the Mortgage Rate is
modified pursuant to 3.07(a)) for such Mortgage Loan and the
denominator of which is 7.50%. The
Discount Fraction with respect to each Discount Mortgage Loan is
set forth on Exhibit Q attached
hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of less than
7.50% per annum and any Mortgage Loan deemed to be a Discount
Mortgage Loan pursuant to the definition of Qualified Substitute
Mortgage Loan.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code,
which includes any of the following: (i) the United
States, any State or political subdivision thereof, any
possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities
are subject to tax and, except for the FHLMC, a majority of
its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the
tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income),
(iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code and (v) any other Person so
designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by
such Person may cause REMIC I, REMIC II or any Person
having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms
"United States", "State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code or
successor provisions.
Distribution Date: The 25th day of any month beginning in the
month immediately following the month of the initial issuance of
the Certificates or, if such 25th day is not a Business
Day, the Business Day immediately following such 25th day.
Due Date: With respect to any Distribution Date, the first
day of the month in which such
Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of
such Distribution Date and ending on the related Due
Date.
Eligible Account: An account that is any of the following:
(i) maintained with a depository institution the debt obligations
of which have been rated by each Rating Agency in
its highest rating available, or (ii) an account or accounts in a
depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any
deposits not so insured shall, to the extent acceptable to each
Rating Agency, as evidenced in writing, be maintained such that
(as evidenced by an Opinion of Counsel delivered to the Trustee
and each Rating Agency) the registered Holders of Certificates
have a claim with respect to the funds in such account or a
perfected first security interest against any collateral (which
shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other
depositors or creditors of the depository institution with which
such account is maintained, or
(iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in
the corporate trust department of The First National Bank of
Chicago or (B) an account or
accounts maintained in the corporate asset services department of
The First National Bank of
Chicago, as long as its short term debt obligations are rated P-1
(or the equivalent) or better
by each Rating Agency and its long term debt obligations are
rated A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account
or accounts maintained in the corporate trust division of Bankers
Trust Company, or (v) an
account or accounts of a depository institution acceptable to
each Rating Agency (as evidenced
in writing by each Rating Agency that use of any such account as
the Custodial Account or the
Certificate Account will not reduce the rating assigned to any
Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the portion,
if any, of the Available
Distribution Amount remaining after reduction by the sum of (i)
the aggregate amount of Accrued
Certificate Interest on the Class A and Class R Certificates,
(ii) the Senior Principal
Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D) hereof), (iii) the
Class A-9 Principal Distribution Amount (determined without
regard to Section 4.02(b)(i)(E)
hereof) and (iv) the aggregate amount of Accrued Certificate
Interest on the Class M, Class B-1
and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Subordinate Principal Amount: With respect to any
Distribution Date on which the Certificate Principal Balance of
the most subordinate class or classes of Certificates (as
established in Section 4.05 hereof) then outstanding is to be
reduced to zero and on which
Realized Losses are to be allocated to such class or classes, the
excess, if any, of (i) the
amount that would otherwise be distributable in respect of
principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if
any, of the Certificate
Principal Balance of such class or classes of Certificates
immediately prior to such
Distribution Date over the aggregate amount of Realized Losses to
be allocated to such classes
of Certificates on such Distribution Date, as reduced by any such
amount that is included in
Section 4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or
resulting in a loss which causes the liquidation of such
Mortgage Loan:
(a) losses that are of the type that would be covered by
the fidelity bond and the errors and omissions insurance policy
required to be maintained pursuant to Section 3.12(b) but are in
excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and
whether such loss be direct or indirect, proximate
or remote or be in whole or in part caused by, contributed to
or aggravated by a peril covered by the definition of the term
"Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combatting or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de jure
or de facto, or by any authority maintaining or using military,
naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power,
authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in
time of peace or war; or
(e) insurrection, rebellion, revolution, civil war,
usurped power or action
taken by governmental authority in hindering, combatting or
defending against such an
occurrence, seizure or destruction under quarantine or customs
regulations, confiscation
by order of any government or public authority; or risks of
contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates will be made
pursuant to Section 9.01 which Final Distribution Date shall in
no event be later than the end of the 90-day liquidation period
described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
FNMA: Federal National Mortgage Association, a federally
chartered and privately owned
corporation organized and existing under the Federal National
Mortgage Association Charter Act,
or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any
Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds
(net of all amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of each
Mortgage Loan or REO Property for which a Cash Liquidation or REO
Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or
REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14)
plus accrued and unpaid interest at the Mortgage Rate on such
unpaid principal balance from the
Due Date to which interest was last paid by the Mortgagor to the
first day of the month
following the month in which such Cash Liquidation or REO
Disposition occurred.
Fraud Loss Amount: As of any date of determination after the
Cut-off Date, an amount
equal to: (Y) prior to the first anniversary of the Cut-off Date
an amount equal to 2.00% of the
aggregate outstanding principal balance of all of the Mortgage
Loans as of the Cut-off Date
minus the aggregate amount of Fraud Losses allocated solely to
one or more specific Classes of
Certificates in accordance with Section 4.05 since the Cut-off
Date up to such date of
determination and (Z) from the first to the fifth anniversary of
the Cut-off Date, an amount
equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the
Cut-off Date and (b) 1.00% of the aggregate outstanding principal
balance of all of the Mortgage
Loans as of the most recent anniversary of the Cut-off Date minus
(2) the Fraud Losses allocated
solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the
most recent anniversary of the Cut-off Date up to such date of
determination. On and after the
fifth anniversary of the Cut-off Date the Fraud Loss Amount shall
be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer (including
accelerating the manner in which such coverage is reduced)
provided that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such reduction shall not reduce the rating assigned to any
Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was
fraud in the origination of
such Mortgage Loan.
Independent: When used with respect to any specified Person,
means such a Person who (i)
is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate
thereof, (ii) does not have any direct financial interest or any
material indirect financial
interest in the Company, the Master Servicer or the Trustee or in
an Affiliate thereof, and
(iii) is not connected with the Company, the Master Servicer or
the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or
person performing similar
functions.
Initial Certificate Principal Balance: With respect to each
Class of Certificates, the
Certificate Principal Balance of such Class of Certificates as of
the Cut-off Date as set forth
in the Preliminary Statement hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage
Loans pursuant to any
Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the
extent such proceeds are payable to the mortgagee under the
Mortgage, any Subservicer, the
Master Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer
would follow in servicing mortgage loans held for its own
account.
Insurer: Any named insurer under any Primary Insurance Policy
or any successor thereto or the named insurer in any replacement
policy.
Late Collections: With respect to any Mortgage Loan, all
amounts received during any Due
Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or
collections of Monthly Payments due but
delinquent for a previous Due Period and not previously
recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds)
received by the Master
Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power
of eminent domain or condemnation or in connection with the
liquidation of a defaulted Mortgage
Loan through trustee's sale, foreclosure sale or otherwise, other
than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed
as a percentage, the
numerator of which is the current principal balance of the
related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the related Mortgaged
Property.
Maturity Date: The latest possible maturity date, solely for
purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each
Class of Certificates representing a regular interest in REMIC II
and the Uncertificated
Principal Balance of each Uncertificated REMIC I Regular Interest
(other than each
Uncertificated REMIC I Regular Interest Z) would be reduced to
zero, which is July 25, 2025, the
Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan.
The Maturity Date for each Uncertificated REMIC I Regular
Interest Z and Uncertificated REMIC II
Regular Interest is the maturity date for the related Mortgage
Loan.
Monthly Payment: With respect to any Mortgage Loan (including
any REO Property) and any
Due Date, the payment of principal and interest due thereon in
accordance with the amortization
schedule at the time applicable thereto (after adjustment, if
any, for curtailments and for
Deficient Valuations occurring prior to such Due Date but before
any adjustment to such
amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan which is not a
Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first
lien on an estate in fee simple or leasehold interest in real
property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular
Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to
this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans
attached hereto as Exhibit F (as
amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which
list shall set forth at a minimum the following information as to
each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which
the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating
that the Mortgage Loan is
secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively
set forth all of the information requested.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the
Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan
Schedule, and Qualified Substitute Mortgage Loans held or deemed
held as part of the Trust Fund
including, without limitation, (i) with respect to each
Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect
to each Mortgage Loan other than a Cooperative Loan, each related
Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence
of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan, together
with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage
Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate
of interest equal to the
Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured by second or vacation residences, or by non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or
proposed to be made by the Master
Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good
faith judgment of the Master Servicer, will not, or, in the case
of a proposed Advance, would
not, be ultimately recoverable by the Master Servicer from
related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer
pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is not subject to a Subservicing
Agreement.
Notional Amount: As of any Distribution Date: (i) with
respect to Class A-6 Component B
and Class A-7 Component B, an amount equal to approximately
93.5380489329% and 6.4619510671%,
respectively, of the sum of (a) 9/75th of the aggregate
Certificate Principal Balance of the
Class A-1 Certificates as of such date, (b) 6/25th of the
aggregate Certificate Principal
Balance of the Class A-2 Certificates as of such date and (c)
1/25th of the aggregate
Certificate Principal Balance of the Class A-4 Certificates as of
such date; and (ii) with
respect to the Class A-10 Certificates, an amount equal to the
aggregate Certificate Principal
Balance of the Certificates of all classes as of such date.
Officers' Certificate: A certificate signed by the Chairman
of the Board, the President
or a Vice President or Assistant Vice President, and by the
Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company
or the Master Servicer, as the
case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable
to the Trustee and the Master
Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion
of counsel (i) referred to in the definition of "Permitted
Transferee" or (ii) relating to the
qualification of the Trust Fund as a REMIC or compliance with the
REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a
percentage, the numerator of
which is the aggregate Initial Certificate Principal Balance of
the Class A Certificates
(excluding the Certificate Principal Balance of Class A-9
Certificates) and Class R Certificates
and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans
(other than the related Discount Fraction of the Discount
Mortgage Loans), which is
approximately 93.75% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage
Loan (including an REO
Property) which was not the subject of a Principal Prepayment in
Full, Cash Liquidation or REO
Disposition and which was not purchased, deleted or substituted
for prior to such Due Date
pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any ownership or
security interest in such
Certificate, including any interest in such Certificate as the
Holder thereof and any other
interest therein, whether direct or indirect, legal or
beneficial, as owner or as pledgee.
PAC Certificate: Any one of the PAC I Certificates or
Accretion Directed PAC II Certificates.
PAC I Certificate: Any one of the Class A-1 or Class A-2
Certificates.
PAC I Principal Amount: As defined in Section 4.02(b)(iv).
PAC II Principal Amount: As defined in Section 4.02(b)(v).
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-9
Certificates and Class A-10 Certificates), Class M Certificates,
Class B Certificates and Class
R Certificates and any Distribution Date, the per annum rate set
forth in the Preliminary
Statement hereto. With respect to the Class A-10 Certificates
and any Distribution Date, a rate
equal to the weighted average, expressed as a percentage, of the
Pool Strip Rates of all
Mortgage Loans in the Trust Fund as of the Due Date in the month
immediately preceding the month
in which such Distribution Date occurs, weighted on the basis of
the respective Stated Principal
Balances of such Mortgage Loans, which Stated Principal Balances
shall be the Stated Principal
Balances of such Mortgage Loans at the close of business on the
immediately preceding
Distribution Date after giving effect to the distributions
thereon allocable to principal (or,
in the case of the Pass-Through Rate for the initial Distribution
Date, at the close of business
on the Cut-off Date). With respect to the Class A-10
Certificates and the initial Distribution
Date, the Pass-Through Rate is equal to 0.6801% per annum. The
Class A-9 Certificates have no
Pass-Through Rate and are entitled to Accrued Certificate
Interest as set forth herein.
Paying Agent: Bankers Trust Company or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other
than a Class A-10, Class R-I
or Class R-II Certificate), the undivided percentage ownership
interest in the related Class
evidenced by such Certificate, which percentage ownership
interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate
Initial Certificate Principal
Balance of all of the Certificates of the same Class. With
respect to a Class A-10, Class R-I
or Class R-II Certificate, the interest in distributions to be
made with respect to such Class
evidenced thereby, expressed as a percentage, as stated on the
face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal
and interest by the United
States or any agency or instrumentality thereof when such
obligations are backed by the
full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not
more than one month from the date of acquisition thereof,
provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits
and bankers' acceptances (which shall each have an original
maturity of not more than 90
days and, in the case of bankers' acceptances, shall in no
event have an original maturity
of more than 365 days or a remaining maturity of more than 30
days) denominated in United
States dollars of any U.S. depository institution or trust
company incorporated under the
laws of the United States or any state thereof or of any
domestic branch of a foreign
depository institution or trust company; provided that the
debt obligations of such
depository institution or trust company (or, if the only
Rating Agency is Standard &
Poor's, in the case of the principal depository institution in
a depository institution
holding company, debt obligations of the depository
institution holding company) at the
date of acquisition thereof have been rated by each Rating
Agency in its highest short-
term rating available; and provided further that, if the only
Rating Agency is Standard &
Poor's and if the depository or trust company is a principal
subsidiary of a bank holding
company and the debt obligations of such subsidiary are not
separately rated, the
applicable rating shall be that of the bank holding company;
and, provided further that,
if the original maturity of such short-term obligations of a
domestic branch of a foreign
depository institution or trust company shall exceed 30 days,
the short-term rating of
such institution shall be A-1+ in the case of Standard &
Poor's if Standard & Poor's is
the Rating Agency;
(iv) commercial paper (having original maturities of not
more than 365 days) of
any corporation incorporated under the laws of the United
States or any state thereof
which on the date of acquisition has been rated by each Rating
Agency in its highest
short-term rating available; provided that such commercial
paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment
fund rated by each Rating
Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable
to each Rating Agency as
a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of
Certificates by such Rating Agency below the lower of the
then-current rating or the
rating assigned to such Certificates as of the Closing Date by
such Rating Agency, as
evidenced in writing;
provided, however, that no instrument shall be a Permitted
Investment if it represents, either
(1) the right to receive only interest payments with respect to
the underlying debt instrument
or (2) the right to receive both principal and interest payments
derived from obligations
underlying such instrument and the principal and interest
payments with respect to such
instrument provide a yield to maturity greater than 120% of the
yield to maturity at par of such
underlying obligations. References herein to the highest rating
available on unsecured long-
term debt shall mean AAA in the case of Standard & Poor's and
Fitch and Aaa in the case of
Moody's, and references herein to the highest rating available on
unsecured commercial paper and
short-term debt obligations shall mean A-1 in the case of
Standard & Poor's, P-1 in the case of
Moody's and either A-1 by Standard & Poor's, P-1 by Moody's or
F-1 by Fitch in the case of
Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified
Organization or Non-United States Person.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock
company, trust, unincorporated organization or government or any
agency or political subdivision
thereof.
Planned Principal Balance: With respect to each Class of PAC
Certificates and Class A-3
Component A and each Distribution Date, the amount set forth for
such Class or such Component on
such Distribution Date on Exhibit P hereto.
Pool Stated Principal Balance: As to any date of
determination, the aggregate of the
Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due
Date in the month preceding the month of such date of
determination.
Pool Strip Rate: With respect to each Mortgage Loan, the rate
per annum designated on the
Mortgage Loan Schedule as the "STRIP" for such Mortgage Loan.
For purposes of the definition of
Qualified Substitute Mortgage Loan, Pool Strip Rate is the excess
of the Net Mortgage Rate over
7.50% per annum.
Prepayment Assumption: A prepayment assumption of 300% 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 August 2002 and (y)
the Distribution Date on which the sum of the Class M-2
Percentage, Class M-3
Percentage and Class B Percentage (before taking into
account such month's
distribution) equals or exceeds 7.50%:
(a) in the case of the Class M-1 Certificates, 100%; and
(b) in the case of each other Class of Class M
Certificates and each Class of
Class B Certificates, 0%.
(ii) For any Distribution Date on which any Class
of Class M or Class B Certificates are outstanding not
discussed in clause (i) above:
(a) in the case of the Class of Class M
Certificates then outstanding with
the lowest numerical designation, or in the event the
Class M Certificates are no
longer outstanding, the Class of Class B Certificates
then outstanding with the
lowest numerical designation and each other Class of
Class M Certificates and
Class B Certificates for which the related Prepayment
Distribution Trigger has
been satisfied, a fraction, expressed as a percentage,
the numerator of which is
the Certificate Principal Balance of such Class
immediately prior to such date and
the denominator of which is the sum of the Certificate
Principal Balances
immediately prior to such date of (1) the Class of Class
M Certificates then
outstanding with the lowest numerical designation, or in
the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then
outstanding with the lowest numerical designation and (2)
all other Classes of
Class M Certificates and Class B Certificates for which
the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B
Certificates for which the Prepayment Distribution
Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the
application of the foregoing
percentages on any Distribution Date as provided in Section
4.02 (determined without
regard to the proviso to the definition of "Subordinate
Principal Distribution Amount")
would result in a distribution in respect of principal of any
Class or Classes of Class M
Certificates and Class B Certificates in an amount greater
than the remaining Certificate
Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be
reduced to a level that, when
applied as described above, would exactly reduce the
Certificate Principal Balance of such
Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M
Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be
recalculated in accordance with the provisions in paragraph
(ii) above, as if the
Certificate Principal Balance of each Maturing Class had been
reduced to zero (such
percentage as recalculated, the "Recalculated Percentage");
(c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes
pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to
their respective Recalculated
Percentages (the portion of such aggregate reduction so
allocated to any Non-Maturing
Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of
(1) the Prepayment Distribution Percentage thereof, calculated
in accordance with the
provisions in paragraph (ii) above as if the Certificate
Principal Balance of each
Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3
Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Prepayment Interest Shortfall: As to any Distribution Date
and any Mortgage Loan (other
than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal
Prepayment in Full during the related Prepayment Period, an
amount equal to the excess of one
month's interest at the Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan
over the amount of interest (adjusted to the Net Mortgage Rate)
paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in
Full or (b) a Curtailment during
the prior calendar month, an amount equal to one month's interest
at the Net Mortgage Rate on
the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar
month preceding the month of
distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any
replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Only Certificate: Any Class A-9 Certificate.
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan,
including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest
representing scheduled interest on such payment due on any date
or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire
principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential
Funding's mortgage loan purchase and conduit servicing program
and all supplements and
amendments thereto published by Residential Funding from time to
time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be
purchased on any date pursuant to Section 2.02, 2.03, 2.04 or
4.07, an amount equal to the sum
of (i) 100% of the Stated Principal Balance thereof plus the
principal portion of any related
unreimbursed Advances and (ii) unpaid accrued interest at the
Adjusted Mortgage Rate (or at the
Net Mortgage Rate in the case of a purchase made by the Master
Servicer) on the Stated Principal
Balance thereof to the first day of the month following the month
of purchase from the Due Date
to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or
the Company for a Deleted Mortgage Loan which must, on the date
of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding
principal balance, after deduction of the principal portion of
the monthly payment due in the
month of substitution (or in the case of a substitution of more
than one Mortgage Loan for a
Deleted Mortgage Loan, an aggregate outstanding principal
balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall
to be deposited by Residential Funding in the Custodial Account
in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and not more than 1% per annum
higher than the Mortgage Rate and Net Mortgage Rate,
respectively, of the Deleted Mortgage Loan
as of the date of substitution; (iii) have a Loan-to-Value Ratio
at the time of substitution no
higher than that of the Deleted Mortgage Loan at the time of
substitution; (iv) have a remaining
term to stated maturity not greater than (and not more than one
year less than) that of the
Deleted Mortgage Loan; (v) comply with each representation and
warranty set forth in Sections
2.03 and 2.04 hereof and Section 4 of the Assignment Agreement;
and (vi) have a Pool Strip Rate
equal to or greater than that of the Deleted Mortgage Loan.
Notwithstanding any other
provisions herein, (x) with respect to any Qualified Substitute
Mortgage Loan substituted for a
Deleted Mortgage Loan which was a Discount Mortgage Loan, such
Qualified Substitute Mortgage
Loan shall be deemed to be a Discount Mortgage Loan and to have a
Discount Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the
event that the "Pool Strip Rate"
of any Qualified Substitute Mortgage Loan as calculated pursuant
to the definition of "Pool
Strip Rate" is greater than the Pool Strip Rate of the related
Deleted Mortgage Loan (i) the
Pool Strip Rate of such Qualified Substitute Mortgage Loan shall
be equal to the Pool Strip Rate
of the related Deleted Mortgage Loan for purposes of calculating
the Pass-Through Rate on the
Class A-10 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, Fitch with respect to the Class M
Certificates and Class B-1 Certificates,
and Standard & Poor's with respect to the Class B-2 Certificates.
If either agency or a
successor is no longer in existence, "Rating Agency" shall be
such statistical credit rating
agency, or other comparable Person, designated by the Company,
notice of which designation shall
be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property) as to which a Cash
Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the
Stated Principal Balance of the Mortgage Loan (or REO Property)
as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and REO
Imputed Interest, if any) at the Net
Mortgage Rate from the Due Date as to which interest was last
paid or advanced to
Certificateholders up to the last day of the month in which the
Cash Liquidation (or REO
Disposition) occurred on the Stated Principal Balance of such
Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not
paid or advanced, minus (iii) the
proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer
or any Subservicer with respect to related Advances or expenses
as to which the Master Servicer
or Subservicer is entitled to reimbursement thereunder but which
have not been previously
reimbursed. With respect to each Mortgage Loan which has become
the subject of a Deficient
Valuation, the difference between the principal balance of the
Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as
reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt
Service Reduction.
Record Date: With respect to each Distribution Date, the
close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date
occurs.
Regular Certificate: Any of the Certificates other than a
Class R-I Certificate or Class R-II Certificate.
REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.
REMIC I: The segregated pool of assets, with respect to which
a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall be on deposit
in the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and
which has been acquired for the benefit of the Certificateholders
by foreclosure or deed in lieu of foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular
Interests conveyed in trust to the Trustee for the benefit of the
holders of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-
10, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II Certificates
pursuant to Section 2.06, with respect to which a separate REMIC
election is to be made.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate
mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of
Chapter 1 of the Code, and related provisions, and temporary and
final regulations (or, to the
extent not inconsistent with such temporary or final regulations,
proposed regulations) and
published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of the Trustee for the benefit of the Certificateholders
of any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by
the Master Servicer that it
has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period,
an amount equivalent to
interest (at the Net Mortgage Rate that would have been
applicable to the related Mortgage Loan
had it been outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect
of any REO Property
(including, without limitation, proceeds from the rental of the
related Mortgaged Property)
which proceeds are required to be deposited into the Custodial
Account only upon the related REO
Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed in lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage Loan,
any insurance policy which
is required to be maintained from time to time under this
Agreement, the Program Guide or the
related Subservicing Agreement in respect of such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee,
any officer of the Corporate
Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer,
or any other officer of the Trustee customarily performing
functions similar to those performed
by any of the above designated officers to whom, with respect to
a particular matter, such
matter is referred.
Schedule of Discount Fractions: The schedule setting forth
the Discount Fractions with respect to the Discount Mortgage
Loans, attached hereto as Exhibit Q.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator
in the related Cooperative Stock.
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
August 1995 through
July 2000. . . . . . . . . . . .100%
August 2000 through
July 2001. . . . . . . . . . . Senior Percentage, plus 70%
of the difference between 100%
and the Senior Percentage
August 2001 through
July 2002. . . . . . . . . . . Senior Percentage, plus 60%
of the difference between 100%
and the Senior Percentage
August 2002 through
July 2003. . . . . . . . . . Senior Percentage, plus 40%
of the difference between 100%
and the Senior Percentage
August 2003 through
July 2004. . . . . . . . . Senior Percentage, plus 20%
of the difference between 100%
and the Senior Percentage
August 2004 and
thereafter . . . . . . . . . Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior
Accelerated Distribution
Percentage described above shall not occur as of any Distribution
Date unless either (a)(1) the
outstanding principal balance of Mortgage Loans delinquent 60
days or more averaged over the
last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage
Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the
Mortgage Loans to date for such Distribution Date if occurring
during the sixth, seventh,
eighth, ninth or tenth year (or any year thereafter) after the
Closing Date are less than 30%,
35%, 40%, 45% and 50%, respectively, of the sum of the Initial
Certificate Principal Balances of
the Class M Certificates and Class B Certificates or (b)(1) the
outstanding principal balance of
the Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage
of the aggregate outstanding principal balance of all Mortgage
Loans averaged over the last six
months, does not exceed 4% and (2) Realized Losses on the
Mortgage Loans to date for any
Distribution Date are less than 10% of the sum of the Initial
Certificate Principal Balances of
the Class M Certificates and Class B Certificates and (ii) that
for any Distribution Date on
which the Senior Percentage is greater than the Original Senior
Percentage, the Senior
Accelerated Distribution Percentage for such Distribution Date
shall be 100%. Notwithstanding
the foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Class A
Certificates (other than the Certificate Principal Balance of
Class A-9 Certificates) and Class
R Certificates to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Percentage: As of any Distribution Date, the lesser of
100% and a fraction,
expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance
of the Class A Certificates (other than the Certificate Principal
Balance of Class A-9
Certificates) and Class R Certificates immediately prior to such
Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or
related REO Properties) (other than the related Discount Fraction
of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution
Date, the lesser of (a) the
balance of the Available Distribution Amount remaining after the
distribution of all amounts
required to be distributed pursuant to Section 4.02(a)(i) and
(ii)(X) and (b) the sum of the
amounts required to be distributed to the Class A
Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xviii) and
(xix).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and
expenses incurred in connection with a default, delinquency or
other unanticipated event by the
Master Servicer in the performance of its servicing obligations,
including, but not limited to,
the cost of (i) the preservation, restoration and protection of a
Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures,
(iii) the management and
liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01,
3.08, 3.12(a) and 3.14.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable
monthly to the Master Servicer in respect of master servicing
compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV FEE" for such Mortgage
Loan, as may be adjusted with respect to successor Master
Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for,
the administration and servicing of the Mortgage Loans whose name
and specimen signature appear
on a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list
may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an amount
equal to $3,113,349 minus the sum of (i) the aggregate amount of
Special Hazard Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05
and (ii) the Adjustment Amount
(as defined below) as most recently calculated. For each
anniversary of the Cut-off Date, the
Adjustment Amount shall be equal to the amount, if any, by which
the amount calculated in
accordance with the preceding sentence (without giving effect to
the deduction of the Adjustment
Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the
outstanding principal balance of the Mortgage Loan in the Trust
Fund which has the largest
outstanding principal balance on the Distribution Date
immediately preceding such anniversary,
(ii) the product of 1.00% multiplied by the outstanding principal
balance of all Mortgage Loans
on the Distribution Date immediately preceding such anniversary
and (iii) the aggregate
outstanding principal balance (as of the immediately preceding
Distribution Date) of the
Mortgage Loans in any single five-digit California zip code area
with the largest amount of
Mortgage Loans by aggregate principal balance as of such
anniversary and (B) the greater of (i)
the product of 0.50% multiplied by the outstanding principal
balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary
multiplied by a fraction, the
numerator of which is equal to the aggregate outstanding
principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans secured by Mortgaged
Properties located in the State of California divided by the
aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of
all of the Mortgage Loans,
expressed as a percentage, and the denominator of which is equal
to 34.8% (which percentage is
equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in
the State of California) and (ii) the aggregate outstanding
principal balance (as of the
immediately preceding Distribution Date) of the largest Mortgage
Loan secured by a Mortgaged
Property located in the State of California.
The Special Hazard Amount may be further reduced by the Master
Servicer (including
accelerating the manner in which coverage is reduced) provided
that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such
reduction shall not reduce the rating assigned to any Class of
Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the
cost of the lesser of repair
or replacement of a Mortgaged Property suffered by such Mortgaged
Property on account of direct
physical loss, exclusive of (i) any loss of a type covered by a
hazard policy or a flood
insurance policy required to be maintained in respect of such
Mortgaged Property pursuant to
Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Group, a
division of McGraw-Hill, Inc., or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property, at
any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum
of (a) the principal portion of the Monthly Payments due with
respect to such Mortgage Loan or
REO Property during each Due Period ending prior to the most
recent Distribution Date which were
received or with respect to which an Advance was made, and (b)
all Principal Prepayments with
respect to such Mortgage Loan or REO Property, and all Insurance
Proceeds, Liquidation Proceeds
and REO Proceeds, to the extent applied by the Master Servicer as
recoveries of principal in
accordance with Section 3.14 with respect to such Mortgage Loan
or REO Property, in each case
which were distributed pursuant to Section 4.02 on any previous
Distribution Date, and (c) any
Realized Loss allocated to Certificateholders with respect
thereto for any previous Distribution
Date.
Subordinate Principal Distribution Amount: With respect to
any Distribution Date and each
Class of Class M Certificates and Class B Certificates, (a) the
sum of (i) the product of (x)
the related Class M Percentage or Class B Percentage for such
Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1),
(2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance
of each Class of Class M Certificates and Class B Certificates
then outstanding, of the
principal collections described in Section 4.02(a)(ii)(Y)(B)(b)
to the extent such collections
are not otherwise distributed to the Senior Certificates; (iii)
the product of (x) the related
Prepayment Distribution Percentage, (y) 100% minus the Senior
Accelerated Distribution
Percentage and (z) the aggregate of all Principal Prepayments in
Full and Curtailments received
in the related Prepayment Period (other than the related Discount
Fraction of such Principal
Payments in Full and Curtailments with respect to a Discount
Mortgage Loans); (iv) if such Class
is the most senior Class of Certificates then outstanding (as
established in Section 4.05
hereof), any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts
described in clauses (i), (ii) and (iii) as determined for any
previous Distribution Date, that
remain undistributed to the extent that such amounts are not
attributable to Realized Losses
which have been allocated to a subordinate Class of Class M or
Class B Certificates minus (b)
any Excess Subordinate Principal Amount not payable to such Class
on such Distribution Date
pursuant to the definition thereof; provided, however, that such
amount shall in no event exceed
the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to
such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is subject to a Subservicing
Agreement.
Subservicer: Any Person with whom the Master Servicer has
entered into a Subservicing
Agreement and who generally satisfied the requirements set forth
in the Program Guide in respect
of the qualification of a Subservicer as of the date of its
approval as a Subservicer by the
Master Servicer.
Subservicer Advance: Any delinquent installment of principal
and interest on a Mortgage
Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account: An account established by a Subservicer
in accordance with Section 3.08.
Subservicing Agreement: The written contract between the
Master Servicer and any Subservicer relating to servicing and
administration of certain Mortgage Loans as provided in
Section 3.02, generally in the form of the servicer contract
referred to or contained in the
Program Guide or in such other form as has been approved by the
Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable
monthly to the related
Subservicer (or, in the case of a Nonsubserviced Mortgage Loan,
to the Master Servicer) in
respect of subservicing and other compensation that accrues at an
annual rate equal to the
excess of the Mortgage Rate borne by the related Mortgage Note
over the rate per annum
designated on the Mortgage Loan Schedule as the "CURR NET" for
such Mortgage Loan.
TAC Principal Amount: As defined in Section 4.02(b)(vi).
Targeted Principal Balances: With respect to the Accretion
Directed TAC Certificates,
Class A-3 Component B, Class A-6 Component A and Class A-7
Component A, the amount set forth for
such Class or such Components on such Distribution Date on
Exhibit P hereto.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto,
Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net Loss Allocation, or
any successor forms, to be filed on behalf of REMIC I and REMIC
II due to their classification
as REMICs under the REMIC Provisions, together with any and all
other information, reports or
returns that may be required to be furnished to the
Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing
authority under any applicable
provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of
assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: REMIC I and REMIC II.
Uncertificated Accrued Interest: With respect to each
Distribution Date, (i) as to
Uncertificated REMIC I Regular Interest U, 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 if the Pass-Through Rate on such Classes were
equal to the Uncertificated Pass-
Through Rate on Uncertificated REMIC I Regular Interest U, (ii)
as to Uncertificated REMIC I
Regular Interest V, an amount equal to the aggregate amount of
Accrued Certificate Interest that
would result under the terms of the definition thereof on the
Class A-2 Certificates if the
Pass-Through Rate on such Classes were equal to the
Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest V, (iii) as to
Uncertificated REMIC I Regular Interest
W, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result
under the terms of the definition thereof on the Class A-4
Certificates, if the Pass-Through
Rate on such Class were equal to the Uncertificated Pass-Through
Rate on Uncertificated REMIC I
Regular Interest W, (iv) 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-9 Certificates, if the
Pass-Through Rate on such Class were
equal to the Uncertificated Pass-Through Rate on Uncertificated
REMIC I Regular Interest X, (v)
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-3, Class A-5, Class A-8, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-
3 and Class R-II Certificates and Class A-6 Component A and Class
A-7 Component A, if the Pass-
Through Rates (or, in the case of Components, the rate at which
interest accrues thereon) on
such Classes or Components were equal to the Uncertificated
Pass-Through Rate on Uncertificated
REMIC I Regular Interest Y, and (vi) as to each Uncertificated
REMIC I Regular Interest Z, an
amount equal to one month's interest accrued at the related
Uncertificated Pass-Through Rate on
the related Uncertificated Notional Amount; provided, that any
reduction in the amount of
Accrued Certificate Interest resulting from the allocation of
Prepayment Interest Shortfalls,
Realized Losses or other amounts to the Class A-10
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 U, V, W, X and Y, 7.50%,
7.50%, 7.50%, 0.00% and 7.50%, respectively. With
respect to each Uncertificated REMIC I Regular Interest Z, the
related Uncertificated REMIC I Regular Interest Z Pool Strip
Rate.
Uncertificated Principal Balance: With respect to each
Uncertificated REMIC I Regular
Interest on any date of determination, an amount equal to
$55,601,800.00 with respect to
Uncertificated REMIC I Regular Interest U, an amount equal to
$8,936,000.00 with respect to
Uncertificated REMIC I Regular Interest V, an amount equal to
$38,235,000.00 with respect to
Uncertificated REMIC I Regular Interest W, $142,330.60 with
respect to Uncertificated REMIC I
Regular Interest X, $127,795,054.92 with respect to
Uncertificated REMIC I Regular Interest Y
and $0.00 with respect to each Uncertificated REMIC I Regular
Interest Z, minus 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 U: 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 7.50% per annum.
Uncertificated REMIC I Regular Interest V: An uncertificated
partial undivided beneficial
ownership interest in REMIC I having a principal balance equal to
the Stated Principal Balance
of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator
of which is the aggregate Certificate Principal Balance of the
Class A-2 Certificates and the
denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates,
and which bears interest at a rate equal to 7.50% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated
partial undivided beneficial
ownership interest in REMIC I having a principal balance equal to
the Stated Principal Balance
of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator
of which is the aggregate Certificate Principal Balance of the
Class A-4 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 7.50% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated
partial undivided beneficial
ownership interest in REMIC I having a principal balance equal to
the Stated Principal Balance
of the Mortgage Loans and REO Property from time to time
multiplied by a fraction, the numerator
of which is the aggregate Certificate Principal Balance of the
Class A-9 Certificates and the
denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates,
and which bears interest at a rate equal to 0.00% per annum.
Uncertificated REMIC I Regular 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-3, Class A-5, Class A-8,
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 aggregate amount of Class A-6 Component A and Class A-7
Component A 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 7.50% per annum.
Uncertificated REMIC I Regular Interests Z: The 733
uncertificated partial undivided
beneficial ownership interests in REMIC I, each relating to a
particular Mortgage Loan, each
having no principal balance, and each bearing interest at the
respective Uncertificated Pass-
Through Rate on the respective Uncertificated Notional Amount.
Uncertificated REMIC I Regular Interest Z Pool Strip Rate:
With respect to each
Uncertificated REMIC I Regular Interest Z, the Pool Strip Rate
for the related Mortgage Loan.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC
I Regular Interest U,
Uncertificated REMIC I Regular Interest V, Uncertificated REMIC I
Regular Interest W,
Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I
Regular Interest Y and
Uncertificated REMIC I Regular Interests Z.
Uncertificated REMIC I Regular Interest U Distribution Amount:
With respect to any
Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I
Regular Interest U for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount:
With respect to any
Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I
Regular Interest V for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount:
With respect to any
Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I
Regular Interest W for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount:
With respect to any
Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I
Regular Interest X for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount:
With respect to any
Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I
Regular Interest Y for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interests Z Distribution
Amounts: With respect to any
Distribution Date, the amounts deemed to be distributed on the
Uncertificated REMIC I Regular
Interests Z for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts:
REMIC I Regular Interest U
Distribution Amount, Uncertificated REMIC I Regular Interest V
Distribution Amount,
Uncertificated REMIC I Regular Interest W Distribution Amount,
Uncertificated REMIC I Regular
Interest X Distribution Amount, Uncertificated REMIC I Regular
Interest Y Distribution Amount
and Uncertificated REMIC I Regular Interests Z Distribution
Amounts.
Uncertificated REMIC II Regular Interests: The 733_
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).
Uninsured Cause: Any cause of damage to property subject to a
Mortgage such that the
complete restoration of such property is not fully reimbursable
by the hazard insurance policies.
United States Person: A citizen or resident of the United
States, a corporation,
partnership or other entity created or organized in, or under the
laws of, the United States or
any political subdivision thereof, or an estate or trust whose
income from sources without the
United States is includible in gross income for United States
federal income tax purposes
regardless of its connection with the conduct of a trade or
business within the United States.
Voting Rights: The portion of the voting rights of all of the
Certificates which is
allocated to any Certificate. 98.0% of all of the Voting Rights
shall be allocated among Holders
of Certificates, respectively, other than the Class A-10, 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-10, Class R-I and
Class R-II Certificates shall be
entitled to 1.0%, 0.5%, and 0.5% of all of the Voting Rights,
respectively, allocated among the
Certificates of each such Class in accordance with their
respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery
hereof, does hereby
assign to the Trustee without recourse all the right, title and
interest of the Company in and
to the Mortgage Loans, including all interest and principal
received on or with respect to the
Mortgage Loans after the Cut-off Date (other than payments of
principal and interest due on the
Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set forth
in Section 2.01(c) below,
the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more
Custodians, as the duly appointed agent or agents of the Trustee
for such purpose, the following
documents or instruments (or copies thereof as permitted by this
Section) (I) with respect to
each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of
the Trustee and showing an unbroken chain of endorsements from
the originator thereof to
the Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or
Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the
related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy
of the Mortgage certified by the public recording office in
which such Mortgage has been
recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of
recording indicated thereon or a copy of such assignment
certified by the public recording
office in which such assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an
unbroken chain of title from the originator thereof to the
Person assigning it to the
Trustee or a copy of such assignment or assignments of the
Mortgage certified by the
public recording office in which such assignment or
assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred
loan agreement, if any, relating to such Mortgage Loan or a
copy of each modification,
assumption agreement or preferred loan agreement certified by
the public recording office
in which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of
the Trustee and showing an unbroken chain of endorsements from
the originator thereof to
the Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or
Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary
Lease to the originator of the Cooperative Loan with
intervening assignments showing an
unbroken chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related
Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement,
and any continuation
statements, filed by the originator of such Cooperative Loan
as secured party, each with
evidence of recording thereof, evidencing the interest of the
originator under the
Security Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest
referenced in clause (vi) above showing an unbroken chain of
title from the originator to
the Trustee, each with evidence of recording thereof,
evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in
clause (iv) above, showing an unbroken chain of title from the
originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing
the Master Servicer as
debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1
financing statement showing the Company as debtor and the
Trustee as secured party, each
in a form sufficient for filing, evidencing the interest of
such debtors in the
Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set
forth in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix)
and (x) to the Trustee or the
Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer
shall hold such documents in trust for the use and benefit of all
present and future
Certificateholders until such time as is set forth below. Within
ten Business Days following
the earlier of (i) the receipt of the original of each of the
documents or instruments set forth
in Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv),
(vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the
Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being
held by the Master Servicer, the Master Servicer shall deliver a
complete set of such documents
to the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the
Trustee.
On the Closing Date, the Master Servicer shall certify that it
has in its possession an
original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and
Section (b)(II)(ii), (iv), (vii), (ix) and (x) which has been
delivered to it by the Company.
Every six months after the Closing Date, for so long as the
Master Servicer is holding documents
pursuant to this Section 2.01(c), the Master Servicer shall
deliver to (i) Moody's if it is one
of the Rating Agencies, (ii) the Trustee and (iii) each Custodian
a report setting forth the
status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan
the Company cannot deliver
the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or
copy thereof certified by the public recording office) with
evidence of recording thereon
concurrently with the execution and delivery of this Agreement
solely because of a delay caused
by the public recording office where such Mortgage, assignment,
modification, assumption
agreement or preferred loan agreement as the case may be, has
been delivered for recordation,
the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a
true and correct photocopy of such Mortgage, assignment,
modification, assumption agreement or
preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real
property records the Assignment referred to in clause (I)(iii) of
Section 2.01(b), except in
states where, in the opinion of counsel acceptable to the Trustee
and the Master Servicer, such
recording is not required to protect the Trustee's interests in
the Mortgage Loan against the
claim of any subsequent transferee or any successor to or
creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be
filed the Form UCC-3 assignment
and UCC-1 financing statement referred to in clause (II)(vii) and
(x), respectively, of Section
2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as
applicable, is lost or returned
unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute
Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure such
defect, as the case may be,
and cause such Assignment to be recorded in accordance with this
paragraph. The Company shall
promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such
Mortgage or assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by
the public recording office) with evidence of recording indicated
thereon upon receipt thereof
from the public recording office or from the related Subservicer.
In connection with its
servicing of Cooperative Loans, the Master Servicer will use its
best efforts to file timely
continuation statements with regard to each financing statement
and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment
is located outside of the State
of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v)
and (II)(vi) and (vii) and
that may be delivered as a copy rather than the original may be
delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the
Trustee of the Mortgage
Loans as provided for in this Section 2.01 and the Uncertificated
REMIC I Regular Interests as
provided for in Section 2.06 be construed as a sale by the
Company to the Trustee of the
Mortgage Loans and the Uncertificated REMIC I Regular Interests
for the benefit of the
Certificateholders. Further, it is not intended that any such
conveyance be deemed to be a
pledge of the Mortgage Loans and the Uncertificated REMIC I
Regular Interests by the Company to
the Trustee to secure a debt or other obligation of the Company.
However, in the event that the
Mortgage Loans and the Uncertificated REMIC I Regular Interests
are held to be property of the
Company or of Residential Funding, or if for any reason this
Agreement is held or deemed to
create a security interest in the Mortgage Loans and the
Uncertificated REMIC I Regular
Interests, then it is intended that (a) this Agreement shall also
be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b)
the conveyance provided for in
Sections 2.01 and 2.06 shall be deemed to be (1) a grant by the
Company to the Trustee of a
security interest in all of the Company's right (including the
power to convey title thereto),
title and interest, whether now owned or hereafter acquired, in
and to (A) the Mortgage Loans,
including (i) with respect to each Cooperative Loan, the related
Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease,
any insurance policies and all other documents in the related
Mortgage File and (ii) with
respect to each Mortgage Loan other than a Cooperative Loan, the
related Mortgage Note, the
Mortgage, any insurance policies and all other documents in the
related Mortgage File, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof, (C) the
Uncertificated REMIC I Regular Interests and (D) any and all
general intangibles consisting of,
arising from or relating to any of the foregoing, and all
proceeds of the conversion, voluntary
or involuntary, of the foregoing into cash, instruments,
securities or other property, including
without limitation all amounts from time to time held or invested
in the Certificate Account or
the Custodial Account, whether in the form of cash, instruments,
securities or other property
and (2) an assignment by the Company to the Trustee of any
security interest in any and all of
Residential Funding's right (including the power to convey title
thereto), title and interest,
whether now owned or hereafter acquired, in and to the property
described in the foregoing
clauses (1)(A), (B), (C) and (D) granted by Residential Funding
to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the
Trustee of Mortgage Notes or such other items of property as
constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be
"possession by the secured party,"
or possession by a purchaser or a person designated by such
secured party, for purposes of
perfecting the security interest pursuant to the Minnesota
Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction
(including, without limitation,
Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property,
and acknowledgments, receipts or confirmations from persons
holding such property, shall be
deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents
(as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to
ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, the Uncertificated REMIC I
Regular Interests, the Uncertificated REMIC II Regular Interests,
and the other property described above, such security interest
would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such
throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and
deliver to the Trustee not less than 15 days prior to any filing
date and, the Trustee shall forward for filing, or shall cause to
be forwarded for filing, at the expense of the Company, all
filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in
or lien on the Mortgage Loans, the Uncertificated REMIC I
Regular Interests and the Uncertificated REMIC II Regular
Interests as evidenced by an Officer's
Certificate of the Company, including without limitation (x)
continuation statements, and (y)
such other statements as may be occasioned by (1) any change of
name of Residential Funding, the
Company or the Trustee (such preparation and filing shall be at
the expense of the Trustee, if
occasioned by a change in the Trustee's name), (2) any change of
location of the place of
business or the chief executive office of Residential Funding or
the Company, (3) any transfer
of any interest of Residential Funding or the Company in any
Mortgage Loan, or (4) any transfer
of any interest of Residential Funding or the Company in any
Uncertificated REMIC I Regular
Interest or Uncertificated REMIC II Regular Interest.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage
Loans subject to a
Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent
of the Trustee) of the documents
referred to in Section 2.01(b)(i) through (iii) above (except
that for purposes of such
acknowledgement only, a Mortgage Note may be endorsed in blank
and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent,
holds and will hold such
documents and the other documents constituting a part of the
Mortgage Files delivered to it, or
a Custodian as its agent, in trust for the use and benefit of all
present and future
Certificateholders. The Trustee or Custodian (such Custodian
being so obligated under a
Custodial Agreement) agrees, for the benefit of
Certificateholders, to review each Mortgage File
delivered to it pursuant to Section 2.01(b) within 45 days after
the Closing Date to ascertain
that all required documents (specifically as set forth in Section
2.01(b)), have been executed
and received, and that such documents relate to the Mortgage
Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it.
Upon delivery of the Mortgage
Files by the Company or the Master Servicer, the Trustee shall
acknowledge receipt (or, with
respect to Mortgage Loans subject to a Custodial Agreement, and
based solely upon a receipt or
certification executed by the Custodian, receipt by the
respective Custodian as the duly
appointed agent of the Trustee) of the documents referred to in
Section 2.01(c) above. The
Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees to
review each Mortgage File delivered to it pursuant to Section
2.01(c) within 45 days after
receipt thereof to ascertain that all documents required to be
delivered pursuant to such
Section have been received, and that such documents relate to the
Mortgage Loans identified on
the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it.
If the Custodian, as the Trustee's agent, finds any document
or documents constituting a
part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall
promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the
Custodial Agreement, the Custodian will notify the Master
Servicer, the Company and the Trustee
of any such omission or defect found by it in respect of any
Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or
Seller of such omission or
defect and request that such Subservicer or Seller correct or
cure such omission or defect
within 60 days from the date the Master Servicer was notified of
such omission or defect and, if
such Subservicer or Seller does not correct or cure such omission
or defect within such period,
that such Subservicer or Seller purchase such Mortgage Loan from
REMIC I at its Purchase Price,
in either case within 90 days from the date the Master Servicer
was notified of such omission or
defect. The Purchase Price for any such Mortgage Loan, whether
purchased by the Seller or the
Subservicer, shall be deposited or caused to be deposited by the
Master Servicer in the
Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File
and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by
the Master Servicer, in each case without recourse, as shall be
necessary to vest in the Seller
or its designee or the Subservicer or its designee, as the case
may be, any Mortgage Loan
released pursuant hereto and thereafter such Mortgage Loan shall
not be part of the Trust Fund.
It is understood and agreed that the obligation of the Seller or
the Subservicer, as the case
may be, to so cure or purchase any Mortgage Loan as to which a
material defect in or omission of
a constituent document exists shall constitute the sole remedy
respecting such defect or
omission available to Certificateholders or the Trustee on behalf
of Certificateholders.
Section 2.03. Representations, Warranties and Covenants of
the Master Servicer and the
Company.
(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of Certificateholders that:
(i) The Master Servicer is a corporation duly
organized, validly existing
and in good standing under the laws governing its creation and
existence and is or will be
in compliance with the laws of each state in which any
Mortgaged Property is located to
the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with
the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the
Master Servicer and its
performance and compliance with the terms of this Agreement
will not violate the Master
Servicer's Certificate of Incorporation or Bylaws or
constitute a default (or an event
which, with notice or lapse of time, or both, would constitute
a material default) under,
or result in the material breach of, any material contract,
agreement or other instrument
to which the Master Servicer is a party or which may be
applicable to the Master Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by
the Trustee and the Company, constitutes a valid, legal and
binding obligation of the
Master Servicer, enforceable against it in accordance with the
terms hereof subject to
applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the
enforcement of creditors' rights generally and to general
principles of equity, regardless
of whether such enforcement is considered in a proceeding in
equity or at law;
(iv) The Master Servicer is not in default with respect
to any order or decree of
any court or any order, regulation or demand of any Federal,
state, municipal or
governmental agency, which default might have consequences
that would materially and
adversely affect the condition (financial or other) or
operations of the Master Servicer
or its properties or might have consequences that would
materially adversely affect its
performance hereunder;
(v) No litigation is pending or, to the best of
the Master Servicer's
knowledge, threatened against the Master Servicer which would
prohibit its entering into
this Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all material
respects in the performance
of this Agreement with all reasonable rules and requirements
of each insurer under each
Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in
writing or report delivered to the Company, any Affiliate of
the Company or the Trustee by
the Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue
statement of a material fact or omit a material fact necessary
to make the information,
certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each
new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms
of each existing Subservicing Agreement and each designated
Subservicer are acceptable to
the Master Servicer and any new Subservicing Agreements will
comply with the provisions of
Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section
2.03(a) shall survive delivery of the respective Mortgage Files
to the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the
Trustee or any Custodian of
a breach of any representation or warranty set forth in this
Section 2.03(a) which materially
and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian
being so obligated under a Custodial Agreement). Within 90 days
of its discovery or its receipt
of notice of such breach, the Master Servicer shall either (i)
cure such breach in all material
respects or (ii) to the extent that such breach is with respect
to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the
manner set forth in Section 2.02. The obligation of the Master
Servicer to cure such breach or
to so purchase such Mortgage Loan shall constitute the sole
remedy in respect of a breach of a
representation and warranty set forth in this Section 2.03(a)
available to the
Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee
for the benefit of
Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date
so specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as of the Cut-off
Date and no Mortgage Loan has been so delinquent more than
once in the 12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or the Mortgage Loans, as the case
may be, is true and correct in all material
respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with
level Monthly Payments due on the first day of each month and
terms to maturity at
origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a
Mortgaged Property with a Loan-to-Value Ratio at origination
in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance Policy
that insures that portion of
the principal balance thereof that exceeds the amount equal to
75% of the Appraised Value
of the related Mortgaged Property. To the best of the
Company's knowledge, each such
Primary Insurance Policy is in full force and effect and the
Trustee is entitled to the
benefits thereunder;
(v) The issuers of the Primary Insurance Policies
are insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 2.3% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are secured by
Mortgaged Properties located in any one zip
code area in California, no more than 0.8% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off
Date are secured by Mortgaged Properties located in
any one zip code area outside California, and no more than
0.23% 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 13.05% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date were
underwritten under a reduced loan documentation
program;
(x) Each Mortgagor represented in its loan
application with respect to the related Mortgage Loan that the
Mortgaged Property would be owner-occupied and therefore
would not be an investor property as of the date of
origination of such Mortgage Loan. No
Mortgagor is a corporation or a partnership;
(xi) Approximately 0.3% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date will be
Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as
of the closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as
a tenant-stockholder (as defined in Section 216 of the Code)
in a cooperative housing corporation (as defined in Section 216
of the Code);
(xv) With respect to each Mortgage Loan originated under
a "streamlined" Mortgage
Loan program (through which no new or updated appraisals of
Mortgaged Properties are
obtained in connection with the refinancing thereof), the
related Seller has represented
that either (a) the value of the related Mortgaged Property as
of the date the Mortgage
Loan was originated was not less than the appraised value of
such property at the time of
origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage
Loan as of the date of origination of the Mortgage Loan
generally meets the Company's
underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated
on the basis of a 360-day
year consisting of twelve 30-day months; and
(xvii) No more than 0.2% of the Mortgage Loans by
aggregate Stated Principal
Balance as of the Cut-off Date contain in the related Mortgage
File a Destroyed Mortgage
Note.
It is understood and agreed that the representations and
warranties set forth in this Section
2.03(b) shall survive delivery of the respective Mortgage Files
to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the
Trustee or any Custodian of
a breach of any of the representations and warranties set forth
in this Section 2.03(b) which
materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan,
the party discovering such breach shall give prompt written
notice to the other parties (any
Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event
of a breach of the representation and warranty set forth in
Section 2.03(b)(xii), the party
discovering such breach shall give such notice within five days
of discovery. Within 90 days of
its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach
in all material respects or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that
the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or
Loans for such Mortgage Loan if
such substitution occurs within two years following the Closing
Date. Any such substitution
shall be effected by the Company under the same terms and
conditions as provided in Section 2.04
for substitutions by Residential Funding. It is understood and
agreed that the obligation of
the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to
which such a breach has occurred and is continuing shall
constitute the sole remedy respecting
such breach available to Certificateholders or the Trustee on
behalf of Certificateholders.
Notwithstanding the foregoing, the Company shall not be required
to cure breaches or purchase or
substitute for Mortgage Loans as provided in this Section 2.03(b)
if the substance of the breach
of a representation set forth above also constitutes fraud in the
origination of the Mortgage
Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the
Assignment Agreement, hereby
assigns to the Trustee for the benefit of Certificateholders all
of its right, title and
interest in respect of the Assignment Agreement and each Seller's
Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or such
Seller's Agreement relates to the
representations and warranties made by Residential Funding or the
related Seller in respect of
such Mortgage Loan and any remedies provided thereunder for any
breach of such representations
and warranties, such right, title and interest may be enforced by
the Master Servicer on behalf
of the Trustee and the Certificateholders. Upon the discovery by
the Company, the Master
Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties
made in a Seller's Agreement or the Assignment Agreement (which,
for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase
obligation under the Assignment
Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests
of the Certificateholders in such Mortgage Loan, the party
discovering such breach shall give
prompt written notice to the other parties (any Custodian being
so obligated under a Custodial
Agreement). The Master Servicer shall promptly notify the
related Seller or Residential
Funding, as the case may be, of such breach and request that such
Seller or Residential Funding,
as the case may be, either (i) cure such breach in all material
respects within 90 days from the
date the Master Servicer was notified of such breach or (ii)
purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner set forth
in Section 2.02; provided that
in the case of a breach under the Assignment Agreement
Residential Funding shall have the option
to substitute a Qualified Substitute Mortgage Loan or Loans for
such Mortgage Loan if such
substitution occurs within two years following the Closing Date,
except that if the breach would
cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3)
of the Code, any such substitution must occur within 90 days from
the date the Master Servicer
was notified of the breach if such 90 day period expires before
two years following the Closing
Date. In the event that Residential Funding elects to substitute
a Qualified Substitute
Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to
this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of the
Certificateholders with respect to
such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form, and such other
documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as
required by Section 2.01. No
substitution will be made in any calendar month after the
Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be
retained by the Master Servicer and
remitted by the Master Servicer to Residential Funding on the
next succeeding Distribution Date.
For the month of substitution, distributions to
Certificateholders will include the Monthly
Payment due on a Deleted Mortgage Loan for such month and
thereafter Residential Funding shall
be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted
Mortgage Loan was a Discount Mortgage Loan, the Schedule of
Discount Fractions, for the benefit
of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or Loans
and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted
Mortgage Loan was a Discount
Loan, the amended Schedule of Discount Fractions, to the Trustee.
Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to
the terms of this Agreement and
the related Subservicing Agreement in all respects, the related
Seller shall be deemed to have
made the representations and warranties with respect to the
Qualified Substitute Mortgage Loan
contained in the related Seller's Agreement as of the date of
substitution, and the Company and
the Master Servicer shall be deemed to have made with respect to
any Qualified Substitute
Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and
warranties set forth in this Section 2.04, in Section 2.03 hereof
and in Section 4 of the
Assignment Agreement, and the Master Servicer shall be obligated
to repurchase or substitute for
any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for
one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by
which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the
date of substitution is less than the aggregate Stated Principal
Balance of all such Deleted
Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments
due in the month of substitution that are to be distributed to
Certificateholders in the month
of substitution). Residential Funding shall deposit the amount
of such shortfall into the
Custodial Account on the day of substitution, without any
reimbursement therefor. Residential
Funding shall give notice in writing to the Trustee of such
event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of
such shortfall and by an
Opinion of Counsel to the effect that such substitution will not
cause (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date"
under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as
a REMIC at any time that any Certificate is outstanding.
It is understood and agreed that the obligation of the Seller
or Residential Funding, as
the case may be, to cure such breach or purchase (or in the case
of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing
shall constitute the sole remedy respecting such breach available
to Certificateholders or the
Trustee on behalf of Certificateholders. If the Master Servicer
is Residential Funding, then
the Trustee shall also have the right to give the notification
and require the purchase or
substitution provided for in the second preceding paragraph in
the event of such a breach of a
representation or warranty made by Residential Funding in the
Assignment Agreement. In
connection with the purchase of or substitution for any such
Mortgage Loan by Residential
Funding, the Trustee shall assign to Residential Funding all of
the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement
applicable to such Mortgage Loan.
Section 2.05. Issuance of Certificates Evidencing
Interests in REMIC I.
The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery of
the Mortgage Files to it, or any Custodian on its behalf, subject
to any exceptions noted,
together with the assignment to it of all other assets included
in REMIC I, receipt of which is
hereby acknowledged. Concurrently with such delivery and in
exchange therefor, the Trustee,
pursuant to the written request of the Company executed by an
officer of the Company has
executed and caused to be authenticated and delivered to or upon
the order of the Company the
Class R-I Certificates in authorized denominations which,
together with the Uncertificated REMIC
I Regular Interests, evidence ownership of REMIC I. The rights
of the Class R-I
Certificateholders and REMIC II to receive distributions from the
proceeds of REMIC I in respect
of the Class R-I Certificates and the Uncertificated REMIC I
Regular Interests, and all
ownership interests of the Class R-I Certificateholders and REMIC
II in such distributions,
shall be as set forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC
II Regular Interests;
Acceptance by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution and delivery
hereof, does hereby assign without recourse all the right, title
and interest of the Company in
and to the Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular
Interests to the Trustee for the benefit of the Class A-1, Class
A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders. The Trustee acknowl-
edges receipt of the Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II
Regular Interests and declares that it holds and will hold the
same in trust for the exclusive
use and benefit of all present and future Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificateholders.
The rights of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-
10, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II
Certificateholders to receive distributions from the proceeds of
REMIC II in respect of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-
9, Class A-10, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II
Certificates, and all ownership interests of the Class A-1, Class
A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders in such distributions,
shall be as set forth in this Agreement.
Section 2.07. Issuance of Certificates Evidencing Interest
in REMIC II.
The Trustee acknowledges the assignment to it of the
Uncertificated REMIC I Regular
Interests and the Uncertificated REMIC II Regular Interests and,
concurrently therewith and in
exchange therefor, pursuant to the written request of the Company
executed by an officer of the
Company, the Trustee has executed and caused to be authenticated
and delivered to or upon the
order of the Company, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class M-1, Class
M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificates in authorized
denominations evidencing ownership of
the entire REMIC II.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the
Mortgage Loans in accordance
with the terms of this Agreement and the respective Mortgage
Loans and shall have full power and
authority, acting alone or through Subservicers as provided in
Section 3.02, to do any and all
things which it may deem necessary or desirable in connection
with such servicing and
administration. Without limiting the generality of the
foregoing, the Master Servicer in its
own name or in the name of a Subservicer is hereby authorized and
empowered by the Trustee when
the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best
judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or
of partial or full release or
discharge, or of consent to assumption or modification in
connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection
with the repurchase of a
Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-
recording of a Mortgage for the purpose of correcting the
Mortgage, the subordination of the
lien of the Mortgage in favor of a public utility company or
government agency or unit with
powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of
judicial or non-judicial foreclosure, the conveyance of a
Mortgaged Property to an Insurer, the
acquisition of any property acquired by foreclosure or deed in
lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of
foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties.
Notwithstanding the foregoing, subject to Section 3.07(a), the
Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would
both constitute a sale or exchange
of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary
or final regulations promulgated thereunder (other than in
connection with a proposed conveyance
or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant
to Section 3.13(d) hereof) and causing either REMIC I or REMIC II
to fail to qualify as such
under the Code. The Trustee shall furnish the Master Servicer
with any powers of attorney and
other documents necessary or appropriate to enable the Master
Servicer to service and administer
the Mortgage Loans. The Trustee shall not be responsible for any
action taken by the Master
Servicer or any Subservicer pursuant to such powers of attorney.
In servicing and administering
any Nonsubserviced Mortgage Loan, the Master Servicer shall, to
the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan
and had retained the servicing rights and obligations in respect
thereof.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the
timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the
amount owing under the related Mortgage Loans, notwithstanding
that the terms of such Mortgage
Loan so permit, and such costs shall be recoverable to the extent
permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements
in connection with the
offering of pass-through certificates evidencing interests in one
or more of the Certificates
providing for the payment by the Master Servicer of amounts
received by the Master Servicer as
servicing compensation hereunder and required to cover certain
Prepayment Interest Shortfalls on
the Mortgage Loans, which payment obligation will thereafter be
an obligation of the Master
Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by
Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and
may enter into new Subservicing Agreements with Subservicers, for
the servicing and
administration of all or some of the Mortgage Loans. Each
Subservicer of a Mortgage Loan shall
be entitled to receive and retain, as provided in the related
Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of
interest received on such Mortgage
Loan after payment of all amounts required to be remitted to the
Master Servicer in respect of
such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive and retain an amount equal
to the Subservicing Fee from
payments of interest. Unless the context otherwise requires,
references in this Agreement to
actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include
actions taken or to be taken by a Subservicer on behalf of the
Master Servicer. Each
Subservicing Agreement will be upon such terms and conditions as
are generally required or
permitted by the Program Guide and are not inconsistent with this
Agreement and as the Master
Servicer and the Subservicer have agreed. A representative form
of Subservicing Agreement is
attached to this Agreement as Exhibit G. With the approval of
the Master Servicer, a
Subservicer may delegate its servicing obligations to third-party
servicers, but such
Subservicer will remain obligated under the related Subservicing
Agreement. The Master Servicer
and a Subservicer may enter into amendments thereto or a
different form of Subservicing
Agreement, and the form referred to or included in the Program
Guide is merely provided for
information and shall not be deemed to limit in any respect the
discretion of the Master
Servicer to modify or enter into different Subservicing
Agreements; provided, however, that any
such amendments or different forms shall be consistent with and
not violate the provisions of
either this Agreement or the Program Guide in a manner which
would materially and adversely
affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its
best reasonable efforts to
enforce the obligations of each Subservicer under the related
Subservicing Agreement and of each
Seller under the related Seller's Agreement, to the extent that
the non-performance of any such
obligation would have a material and adverse effect on a Mortgage
Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account
of defective documentation, as
described in Section 2.02, or on account of a breach of a
representation or warranty, as
described in Section 2.04. Such enforcement, including, without
limitation, the legal
prosecution of claims, termination of Subservicing Agreements or
Seller's Agreements, as
appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried
out to such an extent and at such time as the Master Servicer
would employ in its good faith
business judgment and which are normal and usual in its general
mortgage servicing activities.
The Master Servicer shall pay the costs of such enforcement at
its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting
from such enforcement to the
extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage
Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party
against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may
exist in accordance with the terms and conditions of such
Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that
in the event of termination of
any Subservicing Agreement by the Master Servicer or the
Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into
a Subservicing Agreement with
a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement.
If the Master Servicer or any Affiliate of Residential Funding
acts as servicer, it will not
assume liability for the representations and warranties of the
Subservicer which it replaces.
If the Master Servicer enters into a Subservicing Agreement with
a successor Subservicer, the
Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability
for the representations and warranties made by the terminated
Subservicer in respect of the
related Mortgage Loans and, in the event of any such assumption
by the successor Subservicer,
the Master Servicer may, in the exercise of its business
judgment, release the terminated
Subservicer from liability for such representations and
warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement
relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference
to actions taken through a Subservicer or otherwise, the Master
Servicer shall remain obligated
and liable to the Trustee and Certificateholders for the
servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01
without diminution of such
obligation or liability by virtue of such Subservicing Agreements
or arrangements or by virtue
of indemnification from the Subservicer or the Company and to the
same extent and under the same
terms and conditions as if the Master Servicer alone were
servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter
into any agreement with a
Subservicer or Seller for indemnification of the Master Servicer
and nothing contained in this
Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any
other transactions or services
relating to the Mortgage Loans involving a Subservicer in its
capacity as such and not as an
originator shall be deemed to be between the Subservicer and the
Master Servicer alone and the
Trustee and Certificateholders shall not be deemed parties
thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the
Subservicer in its capacity as
such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a
Subservicer's obligation to cure an omission or defect or to
repurchase a Mortgage Loan as
referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no
longer be the master
servicer (including by reason of an Event of Default), the
Trustee, its designee or its
successor shall thereupon assume all of the rights and
obligations of the Master Servicer under
each Subservicing Agreement that may have been entered into. The
Trustee, its designee or the
successor servicer for the Trustee shall be deemed to have
assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a
party to the Subservicing
Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming
party except that the Master Servicer shall not thereby be
relieved of any liability or
obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee
but at the expense of the
Master Servicer, deliver to the assuming party all documents and
records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced
and an accounting of amounts
collected and held by it and otherwise use its best efforts to
effect the orderly and efficient
transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to
collect all payments called
for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such
procedures shall be consistent with this Agreement and the terms
and provisions of any related
Primary Insurance Policy, follow such collection procedures as it
would employ in its good faith
business judgment and which are normal and usual in its general
mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its
discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in
connection with the prepayment of
a Mortgage Loan and (ii) extend the Due Date for payments due on
a Mortgage Loan in accordance
with the Program Guide, provided, however, that the Master
Servicer shall first determine that
any such waiver or extension will not impair the coverage of any
related Primary Insurance
Policy or materially adversely affect the lien of the related
Mortgage. Consistent with the
terms of this Agreement, the Master Servicer may also waive,
modify or vary any term of any
Mortgage Loan or consent to the postponement of strict compliance
with any such term or in any
manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver,
modification, postponement or indulgence is not materially
adverse to the interests of the
Certificateholders, provided, however, that the Master Servicer
may not modify materially or
permit any Subservicer to modify any Mortgage Loan, including
without limitation any
modification that would change the Mortgage Rate, forgive the
payment of any principal or
interest (unless in connection with the liquidation of the
related Mortgage Loan or except in
connection with prepayments to the extent that such
reamortization is not inconsistent with the
terms of the Mortgage Loan), or extend the final maturity date of
such Mortgage Loan, unless
such Mortgage Loan is in default or, in the judgment of the
Master Servicer, such default is
reasonably foreseeable. In the event of any such arrangement,
the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled
period in accordance with the
amortization schedule of such Mortgage Loan without modification
thereof by reason of such
arrangements unless otherwise agreed to by the Holders of the
Classes of Certificates affected
thereby.
(b) The Master Servicer shall establish and maintain a
Custodial Account in which the
Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise
specifically provided herein, the following payments and
collections remitted by Subservicers or
received by it in respect of the Mortgage Loans subsequent to the
Cut-off Date (other than in
respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date):
(i) All payments on account of principal,
including Principal Prepayments
made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer
Advance or of any REO Proceeds received in connection with an
REO Property for which an
REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans, including Buydown Funds, if
any, and the interest component of any Subservicer Advance or of
any REO Proceeds received in connection with an REO Property for
which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03,
2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited pursuant
to Section 3.07(c) or
3.21; and
(vi) All amounts transferred from the Certificate Account
to the Custodial
Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being
understood and agreed that, without limiting the generality of
the foregoing, payments on the
Mortgage Loans which are not part of the Trust Fund (consisting
of payments in respect of
principal and interest on the Mortgage Loans due on or before the
Cut-off Date) and payments or
collections in the nature of prepayment charges or late payment
charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial
Account. In the event any
amount not required to be deposited in the Custodial Account is
so deposited, the Master
Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein
to the contrary notwithstanding. The Custodial Account may
contain funds that belong to one or
more trust funds created for mortgage pass-through certificates
of other series and may contain
other funds respecting payments on mortgage loans belonging to
the Master Servicer or serviced
or master serviced by it on behalf of others. Notwithstanding
such commingling of funds, the
Master Servicer shall keep records that accurately reflect the
funds on deposit in the Custodial
Account that have been identified by it as being attributable to
the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan
pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any
calendar month, the Master Servicer may elect to treat such
amounts as included in the Available
Distribution Amount for the Distribution Date in the month of
receipt, but is not obligated to
do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and
any related Realized Loss shall be deemed to have occurred) on
the last day of the month prior
to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause
the institution
maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to
the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate
Account Deposit Date next following the date of such investment
(with the exception of the
Amount Held for Future Distribution) and which shall not be sold
or disposed of prior to their
maturities. All income and gain realized from any such
investment shall be for the benefit of
the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal
or order from time to time. The amount of any losses incurred in
respect of any such
investments attributable to the investment of amounts in respect
of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of
its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and
the Company of any change in the location of the Custodial
Account and the location of the Certificate Account prior to
the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a
Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the
Subservicing Agreement, to establish and maintain one or more
Subservicing Accounts which shall
be an Eligible Account or, if such account is not an Eligible
Account, shall generally satisfy
the requirements of the Program Guide and be otherwise acceptable
to the Master Servicer and
each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing
Account on a daily basis all proceeds of Mortgage Loans received
by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the
extent permitted by the
Subservicing Agreement. If the Subservicing Account is not an
Eligible Account, the Master
Servicer shall be deemed to have received such monies upon
receipt thereof by the Subservicer.
The Subservicer shall not be required to deposit in the
Subservicing Account payments or
collections in the nature of prepayment charges or late charges
or assumption fees. On or
before the date specified in the Program Guide, but in no event
later than the Determination
Date, the Master Servicer shall cause the Subservicer, pursuant
to the Subservicing Agreement,
to remit to the Master Servicer for deposit in the Custodial
Account all funds held in the
Subservicing Account with respect to each Mortgage Loan serviced
by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer
will also be required, pursuant
to the Subservicing Agreement, to advance on such scheduled date
of remittance amounts equal to
any scheduled monthly installments of principal and interest less
its Subservicing Fees on any
Mortgage Loans for which payment was not received by the
Subservicer. This obligation to
advance with respect to each Mortgage Loan will continue up to
and including the first of the
month following the date on which the related Mortgaged Property
is sold at a foreclosure sale
or is acquired by the Trust Fund by deed in lieu of foreclosure
or otherwise. All such advances
received by the Master Servicer shall be deposited promptly by it
in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to
remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted
Mortgage Rate on any Curtailment received by such Subservicer in
respect of a Mortgage Loan from
the related Mortgagor during any month that is to be applied by
the Subservicer to reduce the
unpaid principal balance of the related Mortgage Loan as of the
first day of such month, from
the date of application of such Curtailment to the first day of
the following month. Any
amounts paid by a Subservicer pursuant to the preceding sentence
shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be
subject to its withdrawal or
order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate
Account, the Master
Servicer shall for any Nonsubserviced Mortgage Loan, and shall
cause the Subservicers for
Subserviced Mortgage Loans to, establish and maintain one or more
Servicing Accounts and deposit
and retain therein all collections from the Mortgagors (or
advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if
applicable, or comparable items for the account of the
Mortgagors. Each Servicing Account shall
satisfy the requirements for a Subservicing Account and, to the
extent permitted by the Program
Guide or as is otherwise acceptable to the Master Servicer, may
also function as a Subservicing
Account. Withdrawals of amounts related to the Mortgage Loans
from the Servicing Accounts may
be made only to effect timely payment of taxes, assessments,
hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer
or Subservicer out of related collections for any payments made
pursuant to Sections 3.11 (with
respect to the Primary Insurance Policy) and 3.12(a) (with
respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be
overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or
to clear and terminate the
Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in
accordance with the Program Guide. As part of its servicing
duties, the Master Servicer shall,
and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the
Mortgagors interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the payments referred
to in the preceding
subsection that are not timely paid by the Mortgagors or advanced
by the Subservicers on the
date when the tax, premium or other cost for which such payment
is intended is due, but the
Master Servicer shall be required so to advance only to the
extent that such advances, in the
good faith judgment of the Master Servicer, will be recoverable
by the Master Servicer out of
Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make
any Class of Certificates
legal for investment by federally insured savings and loan
associations, the Master Servicer
shall provide, or cause the Subservicers to provide, to the
Trustee, the Office of Thrift
Supervision or the FDIC and the supervisory agents and examiners
thereof access to the
documentation regarding the Mortgage Loans required by applicable
regulations of the Office of
Thrift Supervision, such access being afforded without charge but
only upon reasonable request
and during normal business hours at the offices designated by the
Master Servicer. The Master
Servicer shall permit such representatives to photocopy any such
documentation and shall provide
equipment for that purpose at a charge reasonably approximating
the cost of such photocopying to
the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial
Account.
(a) The Master Servicer may, from time to time as provided
herein, make withdrawals
from the Custodial Account of amounts on deposit therein pursuant
to Section 3.07 that are
attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate Account
in the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement,
such withdrawal right
being limited to amounts received on particular Mortgage Loans
(including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds
and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04
or 4.07) which represent
(A) Late Collections of Monthly Payments for which any such
advance was made in the case
of Subservicer Advances or Advances pursuant to Section 4.04 and
(B) late recoveries of
the payments for which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related Subservicer
(if not previously retained
by such Subservicer) out of each payment received by the Master
Servicer on account of
interest on a Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to
that remaining portion of any such payment as to interest (but
not in excess of the
Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted,
will result in the remaining amount of such interest being
interest at the Net Mortgage
Rate on the amount specified in the amortization schedule of the
related Mortgage Loan as
the principal balance thereof at the beginning of the period
respecting which such
interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or
investment income earned on funds deposited in the Custodial
Account that it is entitled
to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure
Profits, and any amounts remitted by Subservicers as interest in
respect of Curtailments
pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company
or any other appropriate Person, as the case may be, with respect
to each Mortgage Loan or
property acquired in respect thereof that has been purchased or
otherwise transferred
pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts
received thereon and not
required to be distributed to Certificateholders as of the date
on which the related
Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer
for any Nonrecoverable
Advance or Advances in the manner and to the extent provided in
subsection (c) below or
any Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for
expenses incurred by and
reimbursable to it or the Company pursuant to Sections 3.13,
3.14(c), 6.03, 10.01 or
otherwise;
(ix) to reimburse itself for amounts expended by it (a)
pursuant to Section 3.14
in good faith in connection with the restoration of property
damaged by an Uninsured
Cause, and (b) in connection with the liquidation of a Mortgage
Loan or disposition of an
REO Property to the extent not otherwise reimbursed pursuant to
clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses
(ii), (iii), (v) and
(vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on
the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself
or the related
Subservicer for any advance made in respect of a Mortgage Loan
that the Master Servicer
determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on
deposit therein attributable to the Mortgage Loans on any
Certificate Account Deposit Date
succeeding the date of such determination. Such right of
reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit
Date shall be limited to an
amount not exceeding the portion of such advance previously paid
to Certificateholders (and not
theretofore reimbursed to the Master Servicer or the related
Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action
which would result in non-coverage under any applicable Primary
Insurance Policy of any loss
which, but for the actions of the Master Servicer or Subservicer,
would have been covered
thereunder. To the extent coverage is available, the Master
Servicer shall keep or cause to be
kept in full force and effect each such Primary Insurance Policy
until the principal balance of
the related Mortgage Loan secured by a Mortgaged Property is
reduced to 80% or less of the
Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination
in excess of 80%, provided that such Primary Insurance Policy was
in place as of the Cut-off
Date and the Company had knowledge of such Primary Insurance
Policy. In the event that the
Company gains knowledge that as of the Closing Date, a Mortgage
Loan had a Loan-to-Value Ratio
at origination in excess of 80% and is not the subject of a
Primary Insurance Policy (and was
not included in any exception to the representation in Section
2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in excess of 80%
then the Master Servicer shall
use its reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that
such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or
refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan,
or consent to any Subservicer canceling or refusing to renew any
such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in
effect at the date of the initial
issuance of the Certificates and is required to be kept in force
hereunder unless the
replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with
an insurer whose claims-paying ability is acceptable to each
Rating Agency for mortgage pass-
through certificates having a rating equal to or better than the
lower of the then-current
rating or the rating assigned to the Certificates as of the
Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and
servicer of the Mortgage
Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on
behalf of the Master Servicer, the Subservicer, if any, the
Trustee and Certificateholders,
claims to the Insurer under any Primary Insurance Policies, in a
timely manner in accordance
with such policies, and, in this regard, to take or cause to be
taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance
Policies respecting defaulted
Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to
the Master Servicer under any Primary Insurance Policies shall be
deposited in the Custodial
Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions
and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan (other
than a Cooperative Loan) fire insurance with extended coverage in
an amount which is equal to
the lesser of the principal balance owing on such Mortgage Loan
or 100 percent of the insurable
value of the improvements; provided, however, that such coverage
may not be less than the
minimum amount required to fully compensate for any loss or
damage on a replacement cost basis.
To the extent it may do so without breaching the related
Subservicing Agreement, the Master
Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is
available, to be maintained. The Master Servicer shall also
cause to be maintained on property
acquired upon foreclosure, or deed in lieu of foreclosure, of any
Mortgage Loan (other than a
Cooperative Loan), fire insurance with extended coverage in an
amount which is at least equal to
the amount necessary to avoid the application of any co-insurance
clause contained in the
related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master
Servicer under any such policies (other than amounts to be
applied to the restoration or repair
of the related Mortgaged Property or property thus acquired or
amounts released to the Mortgagor
in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the
Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating
monthly distributions to Certificateholders, be added to the
amount owing under the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so
permit. Such costs shall be
recoverable by the Master Servicer out of related late payments
by the Mortgagor or out of
Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is
understood and agreed that no earthquake or other additional
insurance is to be required of any
Mortgagor or maintained on property acquired in respect of a
Mortgage Loan other than pursuant
to such applicable laws and regulations as shall at any time be
in force and as shall require
such additional insurance. When the improvements securing a
Mortgage Loan (other than a
Cooperative Loan) are located at the time of origination of such
Mortgage Loan in a federally
designated special flood hazard area, the Master Servicer shall
cause flood insurance (to the
extent available) to be maintained in respect thereof. Such
flood insurance shall be in an
amount equal to the lesser of (i) the amount required to
compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance
available for the related Mortgaged Property under the national
flood insurance program
(assuming that the area in which such Mortgaged Property is
located is participating in such
program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance
policy with extended coverage insuring against hazard losses on
all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as
set forth in the first
sentence of this Section 3.12(a), it being understood and agreed
that such policy may contain a
deductible clause, in which case the Master Servicer shall, in
the event that there shall not
have been maintained on the related Mortgaged Property a policy
complying with the first
sentence of this Section 3.12(a) and there shall have been a loss
which would have been covered
by such policy, deposit in the Certificate Account the amount not
otherwise payable under the
blanket policy because of such deductible clause. Any such
deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding
the Distribution Date which
occurs in the month following the month in which payments under
any such policy would have been
deposited in the Custodial Account. In connection with its
activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the
Trustee and Certificateholders, claims under any such blanket
policy.
(b) The Master Servicer shall obtain and maintain at its own
expense and keep in full
force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and
omissions insurance policy covering the Master Servicer's
officers and employees and other
persons acting on behalf of the Master Servicer in connection
with its activities under this
Agreement. The amount of coverage shall be at least equal to the
coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to
the Master Servicer if the
Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the
event that any such bond or policy ceases to be in effect, the
Master Servicer shall obtain a
comparable replacement bond or policy from an issuer or insurer,
as the case may be, meeting the
requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate
of the Master Servicer and
providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this
Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor,
the Master Servicer or
Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law
and governmental regulations, but only to the extent that such
enforcement will not adversely
affect or jeopardize coverage under any Required Insurance
Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be
in default under this Section 3.13(a) by reason of any transfer
or assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any
Mortgagor will bring, or if any Mortgagor does bring, legal
action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained in
any Mortgage Note or
Mortgage, the Master Servicer shall not be required to enforce
the due-on-sale clause or
to contest such action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the
extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed
to a Person by a Mortgagor, and such Person is to enter into an
assumption or modification
agreement or supplement to the Mortgage Note or Mortgage which
requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is
required releasing the
Mortgagor from liability on the Mortgage Loan, the Master
Servicer is authorized, subject to the
requirements of the sentence next following, to execute and
deliver, on behalf of the Trustee,
the assumption agreement with the Person to whom the Mortgaged
Property is to be conveyed and
such modification agreement or supplement to the Mortgage Note or
Mortgage or other instruments
as are reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or
otherwise to comply with any applicable laws regarding
assumptions or the transfer of the
Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall
both constitute a "significant modification" effecting an
exchange or reissuance of such
Mortgage Loan under the Code (or final, temporary or proposed
Treasury Regulations promulgated
thereunder) and cause either REMIC I or REMIC II to fail to
qualify as such under the Code. The
Master Servicer shall execute and deliver such documents only if
it reasonably determines that
(i) its execution and delivery thereof will not conflict with or
violate any terms of this
Agreement or cause the unpaid balance and interest on the
Mortgage Loan to be uncollectible in
whole or in part, (ii) any required consents of insurers under
any Required Insurance Policies
have been obtained and (iii) subsequent to the closing of the
transaction involving the
assumption or transfer (A) the Mortgage Loan will continue to be
secured by a first mortgage
lien pursuant to the terms of the Mortgage, (B) such transaction
will not adversely affect the
coverage under any Required Insurance Policies, (C) the Mortgage
Loan will fully amortize over
the remaining term thereof, (D) no material term of the Mortgage
Loan (including the interest
rate on the Mortgage Loan) will be altered nor will the term of
the Mortgage Loan be changed and
(E) if the seller/transferor of the Mortgaged Property is to be
released from liability on the
Mortgage Loan, such release will not (based on the Master
Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the
Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance
with the foregoing, the Trustee
shall execute any necessary instruments for such assumption or
substitution of liability as
directed by the Master Servicer. Upon the closing of the
transactions contemplated by such
documents, the Master Servicer shall cause the originals or true
and correct copies of the
assumption agreement, the release (if any), or the modification
or supplement to the Mortgage
Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage
File for such Mortgage Loan. Any fee collected by the Master
Servicer or such related
Subservicer for entering into an assumption or substitution of
liability agreement will be
retained by the Master Servicer or such Subservicer as additional
servicing compensation.
(c) The Master Servicer or the related Subservicer, as the
case may be, shall be
entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged
Property, the granting of an easement thereon in favor of another
Person, any alteration or
demolition of the related Mortgaged Property or other similar
matters if it has determined,
exercising its good faith business judgment in the same manner as
it would if it were the owner
of the related Mortgage Loan, that the security for, and the
timely and full collectability of,
such Mortgage Loan would not be adversely affected thereby and
that neither REMIC I nor REMIC II
would fail to continue to qualify as a REMIC under the Code as a
result thereof. Any fee
collected by the Master Servicer or the related Subservicer for
processing such a request will
be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and conditions of
this Agreement, the
Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction
with respect to any Mortgage Loan, provided the obligee with
respect to such Mortgage Loan
following such proposed assignment provides the Trustee and
Master Servicer with a "Lender
Certification for Assignment of Mortgage Loan" in the form
attached hereto as Exhibit O, in form
and substance satisfactory to the Trustee and Master Servicer,
providing the following: (i) that
the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an
assignment in lieu of satisfaction is required to preserve lien
priority, minimize or avoid
mortgage recording taxes or otherwise comply with, or facilitate
a refinancing under, the laws
of such jurisdiction; (ii) that the substance of the assignment
is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the
transaction is solely to comply with,
or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25
percent below or above the rate
of interest on such Mortgage Loan prior to such proposed
assignment; and (iv) that such
assignment is at the request of the borrower under the related
Mortgage Loan. Upon approval of
an assignment in lieu of satisfaction with respect to any
Mortgage Loan, the Master Servicer
shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on
such Mortgage Loan and the Master Servicer shall treat such
amount as a Principal Prepayment in
Full with respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise
comparably convert (which
may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans
as come into and continue in default and as to which no
satisfactory arrangements can be made
for collection of delinquent payments pursuant to Section 3.07.
In connection with such
foreclosure or other conversion, the Master Servicer shall,
consistent with Section 3.11, follow
such practices and procedures as it shall deem necessary or
advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall
be required or permitted by the
Program Guide; provided that the Master Servicer shall not be
liable in any respect hereunder if
the Master Servicer is acting in connection with any such
foreclosure or other conversion in a
manner that is consistent with the provisions of this Agreement.
The Master Servicer, however,
shall not be required to expend its own funds in connection with
any foreclosure, or attempted
foreclosure which is not completed, or towards the restoration of
any property unless it shall
determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation
of the Mortgage Loan to Holders of Certificates of one or more
Classes after reimbursement to
itself for such expenses and (ii) that such expenses will be
recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have
priority for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10,
whether or not such expenses are actually recoverable from
related Liquidation Proceeds,
Insurance Proceeds or REO Proceeds). In the event of a
determination by the Master Servicer
pursuant to this Section 3.14(a), the Master Servicer shall be
entitled to reimbursement of its
funds so expended pursuant to Section 3.10. Concurrently with
the foregoing, the Master
Servicer may pursue any remedies that may be available in
connection with a breach of a
representation and warranty with respect to any such Mortgage
Loan in accordance with Sections
2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage
Loans and remedies in connection
with a breach of a representation and warranty if the Master
Servicer determines in its
reasonable discretion that one such remedy is more likely to
result in a greater recovery as to
the Mortgage Loan. Upon the occurrence of a Cash Liquidation or
REO Disposition, following the
deposit in the Custodial Account of all Insurance Proceeds,
Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash
Liquidation" or "REO
Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit
signed by a Servicing Officer, the Trustee or any Custodian, as
the case may be, shall release
to the Master Servicer the related Mortgage File and the Trustee
shall execute and deliver such
instruments of transfer or assignment prepared by the Master
Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may
be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust
Fund. Notwithstanding the foregoing or any other provision of
this Agreement, in the Master
Servicer's sole discretion with respect to any defaulted Mortgage
Loan or REO Property as to
either of the following provisions, (i) a Cash Liquidation or REO
Disposition may be deemed to
have occurred if substantially all amounts expected by the Master
Servicer to be received in
connection with the related defaulted Mortgage Loan or REO
Property have been received, and (ii)
for purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO
Proceeds or any other unscheduled collections or the amount of
any Realized Loss, the Master
Servicer may take into account minimal amounts of additional
receipts expected to be received or
any estimated additional liquidation expenses expected to be
incurred in connection with the
related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is
acquired by REMIC I as an REO
Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall
be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any
such acquisition of title and cancellation of the related
Mortgage Loan, such REO Property shall
(except as otherwise expressly provided herein) be considered to
be an Outstanding Mortgage Loan
held in REMIC I until such time as the REO Property shall be
sold. Consistent with the
foregoing for purposes of all calculations hereunder so long as
such REO Property shall be
considered to be an Outstanding Mortgage Loan it shall be assumed
that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have
been discharged, such Mortgage
Note and the related amortization schedule in effect at the time
of any such acquisition of
title (after giving effect to any previous Curtailments and
before any adjustment thereto by
reason of any bankruptcy or similar proceeding or any moratorium
or similar waiver or grace
period) remain in effect.
(c) In the event that REMIC I acquires any REO Property as
aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan,
the Master Servicer shall
dispose of such REO Property within two years after its
acquisition by REMIC I for purposes of
Section 860G(a)(8) of the Code or, at the expense of the Trust
Fund, request, more than 60 days
before the day on which the two-year grace period would otherwise
expire, an extension of the
two-year grace period unless the Master Servicer obtains for the
Trustee an Opinion of Counsel,
addressed to the Trustee and the Master Servicer, to the effect
that the holding by REMIC I of
such REO Property subsequent to such two-year period will not
result in the imposition of taxes
on "prohibited transactions" as defined in Section 860F of the
Code or cause REMIC I to fail to
qualify as a REMIC at any time that any Uncertificated REMIC I
Regular Interests are
outstanding, in which case REMIC I may continue to hold such REO
Property (subject to any
conditions contained in such Opinion of Counsel). The Master
Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other
provision of this Agreement, no
REO Property acquired by REMIC I shall be rented (or allowed to
continue to be rented) or
otherwise used by or on behalf of REMIC I in such a manner or
pursuant to any terms that would
(i) cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of
Section 860G(a)(8) of the Code or (ii) subject REMIC I to the
imposition of any federal income
taxes on the income earned from such REO Property, including any
taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has
agreed to indemnify and hold
harmless REMIC I with respect to the imposition of any such
taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or
purchase or repurchase of
any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting
from a collection of Liquidation Proceeds, Insurance Proceeds or
REO Proceeds, will be applied
in the following order of priority: first, to reimburse the
Master Servicer or the related
Subservicer in accordance with Section 3.10(a)(ii); second, to
the Certificateholders to the
extent of accrued and unpaid interest on the Mortgage Loan, and
any related REO Imputed
Interest, at the Net Mortgage Rate to the Due Date prior to the
Distribution Date on which such
amounts are to be distributed; third, to the Certificateholders
as a recovery of principal on
the Mortgage Loan (or REO Property); fourth, to all Servicing
Fees and Subservicing Fees payable
therefrom (and the Master Servicer and the Subservicer shall have
no claims for any deficiencies
with respect to such fees which result from the foregoing
allocation); and fifth, to Foreclosure
Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in
full will be escrowed in a
manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if
it holds the related Mortgage File) or the Custodian by a
certification of a Servicing Officer
(which certification shall include a statement to the effect that
all amounts received or to be
received in connection with such payment which are required to be
deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the
forms attached hereto as Exhibit H requesting delivery to it of
the Mortgage File. Upon receipt
of such certification and request, the Trustee shall promptly
release, or cause the Custodian to
release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to
execute and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage,
together with the Mortgage Note with, as appropriate, written
evidence of cancellation thereon.
No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance
shall be chargeable to the Custodial Account or the Certificate
Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit H
hereto, requesting that possession of all, or any document
constituting part of, the Mortgage
File be released to the Master Servicer and certifying as to the
reason for such release and
that such release will not invalidate any insurance coverage
provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the
foregoing, the Trustee shall
deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the
Master Servicer. The Master Servicer shall cause each Mortgage
File or any document therein so
released to be returned to the Trustee, or the Custodian as agent
for the Trustee when the need
therefor by the Master Servicer no longer exists, unless (i) the
Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has
been delivered directly or
through a Subservicer to an attorney, or to a public trustee or
other public official as
required by law, for purposes of initiating or pursuing legal
action or other proceedings for
the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master
Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a
Servicing Officer certifying as to the name and address of the
Person to which such Mortgage
File or such document was delivered and the purpose or purposes
of such delivery. In the event
of the liquidation of a Mortgage Loan, the Trustee shall deliver
the Request for Release with
respect thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the
Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's
behalf shall execute and
deliver to the Master Servicer, if necessary, any court
pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged
Property or to any legal action brought to obtain judgment
against any Mortgagor on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available
at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the
Master Servicer shall deliver
to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents
be executed by the Trustee and certifying as to the reason such
documents or pleadings are
required and that the execution and delivery thereof by the
Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or
invalidate or otherwise affect the
lien of the Mortgage, except for the termination of such a lien
upon completion of the
foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating
Interest.
(a) The Master Servicer, as compensation for its activities
hereunder, shall be
entitled to receive on each Distribution Date the amounts
provided for by clauses (iii), (iv),
(v) and (vi) of Section 3.10(a), subject to clause (e) below.
The amount of servicing
compensation provided for in such clauses shall be accounted for
on a Mortgage Loan-by-Mortgage
Loan basis. In the event that Liquidation Proceeds, Insurance
Proceeds and REO Proceeds (net of
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of a Cash Liquidation
or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid
interest accrued thereon (including REO Imputed Interest) at the
related Net Mortgage Rate, the
Master Servicer shall be entitled to retain therefrom and to pay
to itself and/or the related
Subservicer any Servicing Fee or Subservicing Fee considered to
be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption
fees, late payment charges, investment income on amounts in the
Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to
the extent provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to
be paid, all expenses
incurred by it in connection with its servicing activities
hereunder (including payment of
premiums for the Primary Insurance Policies, if any, to the
extent such premiums are not
required to be paid by the related Mortgagors, and the fees and
expenses of the Trustee and any
Custodian) and shall not be entitled to reimbursement therefor
except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be
transferred in whole or in part except in connection with the
transfer of all of its
responsibilities and obligations of the Master Servicer under
this Agreement.
(e) Notwithstanding any other provision herein, the amount of
servicing compensation that the Master Servicer shall be entitled
to receive for its activities hereunder for the
period ending on each Distribution Date shall be reduced (but not
below zero) by an amount equal
to Compensating Interest (if any) for such Distribution Date.
Such reduction shall be applied
during such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain
realized from any investment of funds held in the Custodial
Account or the Certificate Account
to which the Master Servicer is entitled pursuant to Sections
3.07(c) or 4.01(b), respectively;
and third, to any amounts of servicing compensation to which the
Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such
reduction, the Master Servicer (i) will
not withdraw from the Custodial Account any such amount
representing all or a portion of the
Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw
from the Custodial Account or Certificate Account any such amount
to which it is entitled
pursuant to Section 3.07(c) or 4.01(b) and (iii) will not
withdraw from the Custodial Account
any such amount of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the
Master Servicer shall
forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting
forth the status of the Custodial Account as of the close of
business on such Distribution Date
as it relates to the Mortgage Loans and showing, for the period
covered by such statement, the
aggregate of deposits in or withdrawals from the Custodial
Account in respect of the Mortgage
Loans for each category of deposit specified in Section 3.07 and
each category of withdrawal
specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the
Trustee on or before March 31 of
each year, beginning with the first March 31 that occurs at least
six months after the Cut-off
Date, an Officers' Certificate stating, as to each signer
thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar
year and of its performance
under the pooling and servicing agreements, including this
Agreement, has been made under such
officers' supervision, (ii) to the best of such officers'
knowledge, based on such review, the
Master Servicer has fulfilled all of its material obligations in
all material respects
throughout such year, or, if there has been a default in the
fulfillment in all material
respects of any such obligation relating to this Agreement,
specifying each such default known
to such officer and the nature and status thereof and (iii) to
the best of such officers'
knowledge, each Subservicer has fulfilled its material
obligations under its Subservicing
Agreement in all material respects, or if there has been a
material default in the fulfillment
of such obligations relating to this Agreement, specifying such
default known to such officer
and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the first
March 31 that occurs at least
six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of
Independent public accountants which is a member of the American
Institute of Certified Public
Accountants to furnish a statement to the Company and the Trustee
to the effect that such firm
has examined certain documents and records relating to the
servicing of the mortgage loans under
pooling and servicing agreements (including this Agreement)
substantially similar one to another
(such statement to have attached thereto a schedule setting forth
the pooling and servicing
agreements covered thereby, including this Agreement) and that,
on the basis of such examination
conducted substantially in compliance with the Uniform Single
Audit Program for Mortgage Bankers
or the Audit Program for Mortgages serviced for FHLMC, such
servicing has been conducted in
compliance with such pooling and servicing agreements except for
such significant exceptions or
errors in records that, in the opinion of such firm, the Uniform
Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC requires it to report.
In rendering such statement, such firm may rely, as to matters
relating to direct servicing of
mortgage loans by Subservicers, upon comparable statements for
examinations conducted
substantially in compliance with the Uniform Single Audit Program
for Mortgage Bankers or the
Audit Program for Mortgages serviced for FHLMC (rendered within
one year of such statement) of
Independent public accountants with respect to the related
Subservicer. For purposes of such
statement, such firm may conclusively assume that all pooling and
servicing agreements among the
Company, the Master Servicer and the Trustee relating to Mortgage
Pass-Through Certificates
evidencing an interest in first mortgage loans are substantially
similar one to another except
for any such pooling and servicing agreement which, by its terms,
specifically states otherwise.
Section 3.20. Rights of the Company in Respect of the Master
Servicer.
The Master Servicer shall afford the Company, upon reasonable
notice, during normal
business hours access to all records maintained by the Master
Servicer in respect of its rights
and obligations hereunder and access to officers of the Master
Servicer responsible for such
obligations. Upon request, the Master Servicer shall furnish the
Company with its most recent
financial statements and such other information as the Master
Servicer possesses regarding its
business, affairs, property and condition, financial or
otherwise. The Master Servicer shall
also cooperate with all reasonable requests for information
including, but not limited to,
notices, tapes and copies of files, regarding itself, the
Mortgage Loans or the Certificates
from any Person or Persons identified by the Company or
Residential Funding. The Company may,
but is not obligated to, enforce the obligations of the Master
Servicer hereunder and may, but
is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the
Master Servicer hereunder or exercise the rights of the Master
Servicer hereunder; provided that
the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such
performance by the Company or its designee. The Company shall
not have any responsibility or
liability for any action or failure to act by the Master Servicer
and is not obligated to
supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown
Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown
Account"). The Master Servicer shall cause the Subservicing
Agreement to require that upon
receipt from the Mortgagor of the amount due on a Due Date for
each Buydown Mortgage Loan, the
Subservicer will withdraw from the Buydown Account the
predetermined amount that, when added to
the amount due on such date from the Mortgagor, equals the full
Monthly Payment and transmit
that amount in accordance with the terms of the Subservicing
Agreement to the Master Servicer
together with the related payment made by the Mortgagor or
advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such
loan in its entirety
during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such
Buydown Mortgage Loan, the Subservicer shall be required to
withdraw from the Buydown Account
and remit any Buydown Funds remaining in the Buydown Account in
accordance with the related
buydown agreement. The amount of Buydown Funds which may be
remitted in accordance with the
related buydown agreement may reduce the amount required to be
paid by the Mortgagor to fully
prepay the related Mortgage Loan. If the Mortgagor on a Buydown
Mortgage Loan defaults on such
Mortgage Loan during the Buydown Period and the property securing
such Buydown Mortgage Loan is
sold in the liquidation thereof (either by the Master Servicer or
the insurer under any related
Primary Insurance Policy), the Subservicer shall be required to
withdraw from the Buydown
Account the Buydown Funds for such Buydown Mortgage Loan still
held in the Buydown Account and
remit the same to the Master Servicer in accordance with the
terms of the Subservicing Agreement
for deposit in the Custodial Account or, if instructed by the
Master Servicer, pay to the
insurer under any related Primary Insurance Policy if the
Mortgaged Property is transferred to
such insurer and such insurer pays all of the loss incurred in
respect of such default. Any
amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed
on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a
Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the
Trustee on or before 2:00 P.M. New York time on each Certificate
Account Deposit Date by wire
transfer of immediately available funds an amount equal to the
sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount
required to be deposited in the
Certificate Account pursuant to Section 3.12(a), (iii) any amount
required to be deposited in
the Certificate Account pursuant to Section 3.16(e) or Section
4.07, (iv) any amount required to
be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available
Distribution Amount for the immediately succeeding Distribution
Date.
(b) The Trustee shall, upon written request from the Master
Servicer, invest or cause
the institution maintaining the Certificate Account to invest the
funds in the Certificate
Account in Permitted Investments designated in the name of the
Trustee for the benefit of the
Certificateholders, which shall mature not later than the
Business Day next preceding the
Distribution Date next following the date of such investment
(except that (i) any investment in
the institution with which the Certificate Account is maintained
may mature on such Distribution
Date and (ii) any other investment may mature on such
Distribution Date if the Trustee shall
advance funds on such Distribution Date to the Certificate
Account in the amount payable on such
investment on such Distribution Date, pending receipt thereof to
the extent necessary to make
distributions on the Certificates) and shall not be sold or
disposed of prior to maturity.
Subject to Section 3.16(e), all income and gain realized from any
such investment shall be for
the benefit of the Master Servicer and shall be subject to its
withdrawal or order from time to
time. The amount of any losses incurred in respect of any such
investments shall be deposited
in the Certificate Account by the Master Servicer out of its own
funds immediately as realized
without any right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date the Master Servicer on behalf
of the Trustee or the
Paying Agent appointed by the Trustee, shall distribute to the
Master Servicer, in the case of a
distribution pursuant to Section 4.02(a)(iii), the amount
required to be distributed to the
Master Servicer or a Subservicer pursuant to Section
4.02(a)(iii), and to each Certificateholder
of record on the next preceding Record Date (other than as
provided in Section 9.01 respecting
the final distribution) either in immediately available funds (by
wire transfer or otherwise) to
the account of such Certificateholder at a bank or other entity
having appropriate facilities
therefor, if such Certificateholder has so notified the Master
Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so
notified the Master Servicer or the
Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of
such Holder appearing in the Certificate Register such
Certificateholder's share (based on the
aggregate of the Percentage Interests represented by Certificates
of the applicable Class held
by such Holder) of the following amounts, in the following order
of priority (subject to the
provisions of Section 4.02(b)), in each case to the extent of the
Available Distribution Amount:
(i) to the Class A Certificateholders (other than the
Class A-9
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
in the last paragraph of this Section 4.02(a); provided that if
such Distribution Date is on or prior to the Accretion
Termination Date, no distribution shall be made pursuant to
this clause (i) to the Class A-8 Certificateholders to the extent
that Accrued Certificate
Interest is not then payable in accordance with Section
4.02(d);
(ii) (X) to the Class A-9 Certificateholders, the Class
A-9 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than the
Class A-6 Certificateholders (to the extent of Class A-6
Component B), Class A-7 Certificateholders
(to the extent of Class A-7 Component B) and Class A-10
Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii)-(vii)
and (c), the sum of the following (applied to reduce the
Certificate Principal Balances of
such Class A Certificates or Class R Certificates, as
applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each Outstanding
Mortgage Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a
Discount Mortgage Loan), whether or not received on or prior to
the related Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service Reductions
with respect to each Discount Mortgage Loan)which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related Prepayment Period
(or deemed to have been so repurchased
in accordance with Section 3.07(b)) pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall
deposited in the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period (other
than the related Discount Fraction of such Stated Principal
Balance or shortfall with respect to a Discount Mortgage Loan);
and
(3) the principal portion of all other
unscheduled collections (other
than Principal Prepayments in Full and Curtailments
and amounts received in
connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(Y)(B), including
without limitation
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during
the related Prepayment Period (or deemed to have
been so received in
accordance with Section 3.07(b)) to the extent
applied by the Master
Servicer as recoveries of principal of the related
Mortgage Loan pursuant to
Section 3.14 (other than the related Discount
Fraction of the principal
portion of such unscheduled, collections, with
respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO
Disposition occurred during the related Prepayment Period
(or was deemed to have
occurred during such period in accordance with Section
3.07(b)) and did not result
in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of
(a) the Senior
Percentage for such Distribution Date times the Stated
Principal Balance of such
Mortgage Loan (other than the related Discount Fraction
of such Stated Principal
Balance, with respect to a Discount Mortgage Loan) and
(b) the Senior Accelerated
Distribution Percentage for such Distribution Date times
the related unscheduled
collections (including without limitation Insurance
Proceeds, Liquidation Proceeds
and REO Proceeds) to the extent applied by the Master
Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (in each case
other than the portion of such unscheduled collections,
with respect to a Discount
Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage
for such Distribution
Date times the aggregate of all Principal Prepayments in
Full and Curtailments
received in the related Prepayment Period (other than the
related Discount
Fraction of such Principal Prepayments in Full and
Curtailments, with respect to a
Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for
such Distribution Date;
(E) if such Distribution Date is on or prior to
the Accretion Termination
Date, the Accrued Certificate Interest on the Class A-8
Certificates that would
otherwise be distributed to the Class A-8 Certificates on
such Distribution Date,
to the extent added to the Certificate Principal Balance
of such Certificates on
such Distribution Date in accordance with Section 4.02(d)
(the "Accrual
Distribution Amount");
(F) any amounts described in subsection (ii)(Y),
clauses (A), (B), (C) and
(E) of this Section 4.02(a), as determined for any
previous Distribution Date,
which remain unpaid after application of amounts
previously distributed pursuant
to this clause (F) to the extent that such amounts are
not attributable to
Realized Losses which have been allocated to the Class M
Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the
Class M Certificates and
Class B Certificates have not been reduced to zero, to the
Master Servicer or a
Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in
reimbursement for any Advances or Subservicer Advances
previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in
whole or in part following the
Cash Liquidation or REO Disposition of such Mortgage Loan or
REO Property, minus any such
Advances that were made with respect to delinquencies that
ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary
Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(v) to the Holders of the Class M-1 Certificates,
an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date, minus (y) the amount of any Class A-9
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii),
(xiv) and (xv) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the
Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the
Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(vii) to the Holders of the Class M-2 Certificates,
an amount equal to the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date, minus (y) the amount of any Class A-9
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3 Certificates,
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(ix) to the Holders of the Class M-3 Certificates, an
amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-9
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv)
are insufficient therefor,
applied in reduction of the Certificate Principal Balance of
the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates,
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(xi) to the Holders of the Class B-1 Certificates, an
amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-9
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are
insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class
B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates,
the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except
as provided below;
(xiii) to the Holders of the Class B-2 Certificates,
an amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-9
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant
to clause (x) of Sections 4.02(a)(xiv) and (xv) are
insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class
B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates,
an amount equal to (x) the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except
as provided below, minus (y) the amount of any Class A-9
Collection Shortfalls remaining
unpaid for all previous Distribution Dates to the extent the
amounts available pursuant to
clause (x) of Section 4.02(a)(xv) are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an
amount equal to (x) the
Subordinate Principal Distribution Amount for such Class of
Certificates for such
Distribution Date minus (y) the amount of any Class A-9
Collection Shortfalls remaining
unpaid for all previous Distribution Dates applied in
reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders (other than
the Class A-6
Certificateholders (to the extent of Class A-6 Component B),
Class A-7 Certificateholders
(to the extent of Class A-7 Component B) and Class A-10
Certificateholders) and Class R
Certificateholders in the priority set forth in Section
4.02(b), the portion, if any, of
the Available Distribution Amount remaining after the
foregoing distributions, applied to
reduce the Certificate Principal Balances of such Class A and
Class R Certificates, but in
no event more than the aggregate of the outstanding
Certificate Principal Balances of each
such Class of Class A and Class R Certificates, and
thereafter, to each Class of Class M
Certificates then outstanding beginning with such Class with
the lowest numerical
designation, any portion of the Available Distribution Amount
remaining after the Class A
Certificates (other than the Class A-6 Certificates (to the
extent of Class A-6 Component
B), Class A-7 Certificates (to the extent of Class A-7
Component B) and Class A-10
Certificates) and Class R Certificates have been retired,
applied to reduce the
Certificate Principal Balance of each such Class of Class M
Certificates, but in no event
more than the outstanding Certificate Principal Balance of
each such Class of Class M
Certificates; and thereafter to each such Class of Class B
Certificates then outstanding
beginning with such Class with the lowest numerical
designation, any portion of the
Available Distribution Amount remaining after the Class M
Certificates have been retired,
applied to reduce the Certificate Principal Balance of each
such Class of Class B
Certificates, but in no event more than the outstanding
Certificate Principal Balance of
each such Class of Class B Certificates; and
(xvii) to the Class R-I Certificateholders, the
balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of
Class B Certificates outstanding on such Distribution Date with
the highest numerical
designation, or in the event the Class B Certificates are no
longer outstanding, the Class of
Class M Certificates then outstanding with the highest numerical
designation, or in the event
the Class B Certificates and Class M Certificates are no longer
outstanding, the Class A and
Class R Certificates, Accrued Certificate Interest thereon
remaining unpaid from any previous
Distribution Date will be distributable only to the extent that
such unpaid Accrued Certificate
Interest was attributable to interest shortfalls relating to
Nonrecoverable Advances as
determined by the Master Servicer with respect to the related
Mortgage Loan where such Mortgage
Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A Certificates
(other than the Class A-6
Certificates (to the extent of Class A-6 Component B), Class A-7
Certificates (to the extent of
Class A-7 Component B) and the Class A-10 Certificates) and Class
R Certificates on each
Distribution Date occurring prior to the occurrence of the Credit
Support Depletion Date will be
made as follows:
(i) first, to the Class A-9 Certificates, until
the Certificate Principal
Balance thereof is reduced to zero, an amount (the "Class A-9
Principal Distribution
Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal
portion of each Monthly
Payment on each Discount Mortgage Loan due during the
related Due Period, whether
or not received on or prior to the related Determination
Date, minus the Discount
Fraction of the principal portion of any related Debt
Service Reduction which
together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all
unscheduled collections on each Discount Mortgage Loan
received during the
preceding calendar month (other than amounts received in
connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage
Loan described in clause (C)
below), including Principal Prepayments in Full,
Curtailments and repurchases
(including deemed repurchases under Section 3.07(b)) of
Discount Mortgage Loans
(or, in the case of a substitution of a Deleted Mortgage
Loan, the Discount
Fraction of the amount of any shortfall deposited in the
Custodial Account in
connection with such substitution;
(C) in connection with the Final Disposition of a
Discount Mortgage Loan
that did not result in any Excess Special Hazard Losses,
Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of
(1) the applicable Discount Fraction of the Stated
Principal Balance of such
Discount Mortgage Loan immediately prior to such
Distribution Date and (2) the
aggregate amount of the collections on such Mortgage Loan
to the extent applied as
recoveries of principal;
(D) any amounts allocable to principal for any
previous Distribution Date
(calculated pursuant to clauses (A) through (C) above)
that remain undistributed;
and
(E) the amount of any Class A-9 Collection
Shortfalls for such Distribution
Date and the amount of any Class A-9 Collection
Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent
of the Eligible Funds for
such Distribution Date;
(ii) the Senior Principal Distribution Amount less the
Accrual Distribution
Amount (the "Adjusted Senior Principal Distribution Amount")
shall be distributed to the
Class R-I Certificates and Class R-II Certificates,
concurrently, with the amount to be
distributed allocated to the Class R-I Certificates and Class
R-II Certificates on a pro
rata basis in proportion to their respective Certificate
Principal Balances, in reduction
of the Certificate Principal Balances of such Certificates,
until their respective
Certificate Principal Balances are reduced to zero;
(iii) an amount equal to the Accrual Distribution
Amount shall be distributed as follows:
(A) first, to the Accretion Directed PAC II
Certificates, until the Certificate Principal Balance thereof has
been reduced to its Planned Principal Balance for such
Distribution Date;
(B) second, concurrently to the Class A-6
Certificates, with the
amounts so distributed to be allocated in reduction
of Class A-6 Component
A, and Class A-7 Certificates, with the amounts so
distributed to be
allocated in reduction of Class A-7 Component A, on
a pro rata basis, until
the amounts thereof have been reduced to their
respective Targeted Principal
Balances for such Distribution Date; and
(C) third, concurrently to the Class A-3
Certificates, with the
amounts so distributed to be allocated in reduction
of Class A-3 Component
B, and Accretion Directed TAC Certificates, on a pro
rata basis, until the
amount of Class A-3 Component B and the Certificate
Principal Balance of the
Accretion Directed TAC Certificates have been
reduced to their respective
Targeted Principal Balances for such Distribution
Date;
(iv) an amount equal to the lesser of (1) the balance of
the Adjusted Senior
Principal Distribution Amount remaining after the
distribution, if any, described in
clause (ii) above and (2) the aggregate amount (the "PAC I
Principal Amount") necessary to
reduce the outstanding Certificate Principal Balances of the
PAC I Certificates and the
amount of Class A-3 Component A to their respective Planned
Principal Balances of each
such class or Component for such Distribution Date, shall be
distributed in reduction of
the Certificate Principal Balances of the PAC I Certificates
or the amount of Class A-3
Component A set forth below as follows:
(A) first, to the Class A-1 Certificates until
the Certificate
Principal Balance thereof has been reduced to its
Planned Principal Balance; and
(B) second, concurrently to the Class A-3
Certificates, with the
amounts so distributed to be allocated in reduction
of Class A-3 Component
A, and Class A-2 Certificates, on a pro rata basis,
until the amount of
Class A-3 Component A and the Certificate Principal
Balance of the Class A-2
Certificates have been reduced to their respective
Planned Principal
Balances;
(v) an amount equal to the lesser of (1) the balance of
the Adjusted Senior
Principal Distribution Amount remaining after the
distributions described in clauses (ii)
and (iv) above and (2) the aggregate amount, if any, after
giving effect to the
distribution of the Accrual Distribution Amount pursuant to
clause (iii) above, necessary
to reduce the Certificate Principal Balance of the Accretion
Directed PAC II Certificates
to its Planned Principal Balance for such Distribution Date
(together with that portion of
the Accrual Distribution Amount allocated to the Accretion
Directed PAC II Certificates
pursuant to clause (iii)(A) above, the "PAC II Principal
Amount"), shall be distributed in
reduction of the Certificate Principal Balance of the
Accretion Directed PAC II
Certificates until the Certificate Principal Balance thereof
has been reduced to its
Planned Principal Balance;
(vi) an amount equal to the lesser of (1) the balance of
the Adjusted Senior
Principal Distribution Amount remaining after the
distributions, if any, described in
clauses (ii), (iv) and (v) above and (2) the aggregate amount,
if any, after giving effect
to the distribution of the Accrual Distribution Amount
pursuant to clause (iii) above,
necessary to reduce the outstanding Certificate Principal
Balance of the Accretion
Directed TAC Certificates and the amounts of Class A-3
Component B, Class A-6 Component A
and Class A-7 Component A to their respective Targeted
Principal Balances of each such
class or Component for such Distribution Date (together with
that portion of the Accrual
Distribution Amount allocated to Class A-3 Component B, Class
A-6 Component A and Class A-
7 Component A and the Accretion Directed TAC Certificates
pursuant to clauses (iii)(B) and
(iii)(C) above, the "TAC Principal Amount"), shall be
distributed in reduction of the
Certificate Principal Balance of the Accretion Directed TAC
Certificates and the amounts
of Class A-3 Component B, Class A-6 Component A and Class A-7
Component A as follows:
(A) first, concurrently to the Class A-3
Certificates, with the
amounts so distributed to be allocated in reduction
of Class A-3 Component
B, and Accretion Directed TAC Certificates, on a pro
rata basis, until the
amount of Class A-3 Component B and the Certificate
Principal Balance of the
Accretion Directed TAC Certificates have been
reduced to their respective
Targeted Principal Balances; and
(B) second, concurrently to the Class A-6
Certificates, with the
amounts so distributed to be allocated in reduction
of Class A-6 Component
A, and Class A-7 Certificates, with the amounts so
distributed to be
allocated in reduction of Class A-7 Component A, on
a pro rata basis, until
the amounts thereof have been reduced to their
respective Targeted Principal
Balances; and
(vii) the balance, if any, of the Adjusted Senior
Principal Distribution
Amount and Accrual Distribution Amount remaining after the
distributions described in
clauses (ii) through (vi) above shall be distributed as
follows:
(A) first, to the Accrual Companion
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;
(B) second, concurrently to the Class A-3
Certificates, with the
amounts so distributed to be allocated in reduction
of Class A-3 Component
B, and Accretion Directed TAC Certificates, on a pro
rata basis, without
regard to their Targeted Principal Balances, until
the amount of Class A-3
Component B and the Certificate Principal Balance of
the Accretion Directed
TAC Certificates have been reduced to zero;
(C) third, concurrently to the Class A-6
Certificates, with the
amounts so distributed to be allocated in reduction
of Class A-6 Component
A, and Class A-7 Certificates, with the amounts so
distributed to be
allocated in reduction of Class A-7 Component A, on
a pro rata basis,
without regard to their Targeted Principal Balances,
until the amounts
thereof have been reduced to zero;
(D) fourth, to the Accretion Directed PAC
II Certificates, without regard to the Planned Principal Balance
thereof, until the Certificate Principal Balance thereof has been
reduced to zero;
(E) fifth, to the Class A-1 Certificates,
without regard to the Planned Principal Balance thereof, until
the Certificate Principal Balance thereof has been reduced to
zero; and
(F) sixth, concurrently to the Class A-3
Certificates, with the amounts so distributed to be allocated in
reduction of Class A-3 Component A, and Class A-2 Certificates,
on a pro rata basis, without regard to their Planned Principal
Balances, until the amount of Class A-3 Component A and
the Certificate Principal Balance of the Class A-2
Certificates have been reduced to zero.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities
relating to distributions as described above in respect of
principal among the various Classes
of Class A Certificates (other than the Class A-9 Certificates)
and the Class R Certificates
will be disregarded and an amount equal to the Discount Fraction
of the principal portion of
scheduled payments and unscheduled collections received or
advanced in respect of Discount
Mortgage Loans will be distributed to the Class A-9 Certificates
and the Senior Principal
Distribution Amount will be distributed to the Class A
Certificates (other than the Class A-9
Certificates) and Class R Certificates pro rata in accordance
with their respective outstanding
Certificate Principal Balances.
(d) On each Distribution Date prior to the Accretion
Termination Date, an amount equal
to the Accrued Certificate Interest that would otherwise be
distributed on the Class A-8
Certificates shall be added to the Certificate Principal Balance
of such Certificates; provided
that if the Accretion Termination Date is the Credit Support
Depletion Date, the entire amount
of Accrued Certificate Interest on the Class A-8 Certificates for
such Distribution Date will be
paid in respect of the Class A-8 Certificates to the Holders of
the Class A-8 Certificates. On
and after the Accretion Termination Date, the entire amount of
Accrued Certificate Interest on
the Class A-8 Certificates for such Distribution Date shall be
payable in respect of Class A-8
Certificates to the Holders of the Class A-8 Certificates to the
extent not required to fully
retire the Class A-4 Certificates and Class A-5 Certificates or
reduce the amounts of Class A-3
Component B, Class A-6 Component A or Class A-7 Component A to
zero on such Accretion
Termination Date. Any such Accrued Certificate Interest on the
Class A-8 Certificates which is
required to be paid to the holders of the Class A-4, Class A-5,
Class A-3 (to the extent of
Class A-3 Component B), Class A-6 (to the extent of Class A-6
Component A) and Class A-7
Certificates (to the extent of Class A-7 Component A) on the
Accretion Termination Date will be
added to the Certificate Principal Balance of the Class A-8
Certificates in the manner described
in the first sentence of this Section 4.02(d).
(e) In addition to the foregoing distributions, with respect
to any Mortgage Loan that
was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a
Realized Loss, in the event that within two years of the date on
which such Realized Loss was
determined to have occurred the Master Servicer receives amounts,
which the Master Servicer
reasonably believes to represent subsequent recoveries (net of
any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including,
but not limited to, recoveries
in respect of the representations and warranties made by the
related Seller pursuant to the
applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the
applicable Certificateholders of the Class or Classes to which
such Realized Loss was allocated
(with the amounts to be distributed allocated among such Classes
in the same proportions as such
Realized Loss was allocated), subject to the following: No such
distribution shall be in an
amount that would result in total distributions on the
Certificates of any such Class in excess
of the total amounts of principal and interest that would have
been distributable thereon if
such Cash Liquidation or REO Disposition had occurred but had
resulted in a Realized Loss equal
to zero. Notwithstanding the foregoing, no such distribution
shall be made with respect to the
Certificates of any Class to the extent that either (i) such
Class was protected against the
related Realized Loss pursuant to any instrument or fund
established under Section 11.01(e) or
(ii) such Class of Certificates has been deposited into a
separate trust fund or other
structuring vehicle and separate certificates or other
instruments representing interests
therein have been issued in one or more classes, and any of such
separate certificates or other
instruments was protected against the related Realized Loss
pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any
amount to be so distributed with
respect to the Certificates of any Class shall be distributed by
the Master Servicer to the
Certificateholders of record as of the Record Date immediately
preceding the date of such
distribution, on a pro rata basis based on the Percentage
Interest represented by each
Certificate of such Class as of such Record Date. Any amounts to
be so distributed shall not be
remitted to or distributed from the Trust Fund, and shall
constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust
Fund.
(f) Each distribution with respect to a Book-Entry
Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount
of such distribution to the accounts of its Depository
Participants in accordance with its
normal procedures. Each Depository Participant shall be
responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to
the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the
Company or the Master Servicer
shall have any responsibility therefor except as otherwise
provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates
that a final distribution with respect to any Class of
Certificates will be made on the next
Distribution Date, the Master Servicer shall, no later than the
Determination Date in the month
of such final distribution, notify the Trustee and the Trustee
shall, no later than two
(2) Business Days after such Determination Date, mail on such
date to each Holder of such Class
of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final
distribution with respect to such Class of Certificates will be
made on such Distribution Date
but only upon presentation and surrender of such Certificates at
the office of the Trustee or as
otherwise specified therein, and (ii) no interest shall accrue on
such Certificates from and
after the end of the prior calendar month. In the event that
Certificateholders required to
surrender their Certificates pursuant to Section 9.01(c) do not
surrender their Certificates for
final cancellation, the Trustee shall cause funds distributable
with respect to such
Certificates to be withdrawn from the Certificate Account and
credited to a separate escrow
account for the benefit of such Certificateholders as provided in
Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with
respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the
Trustee shall forward by mail to each Holder and the Company a
statement setting forth the
following information as to each Class of Certificates to the
extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such
Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate
amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates
allocable to interest;
(iii) if the distribution to the Holders of such
Class of Certificates is less
than the full amount that would be distributable to such
Holders if there were sufficient
funds available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance
of the Mortgage Loans after
giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each
Class of Certificates,
and each of the Senior, Class M and Class B Percentages, after
giving effect to the
amounts distributed on such Distribution Date, separately
identifying any reduction
thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment
Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports
furnished to it by Subservicers,
the number and aggregate principal balances of Mortgage Loans
that are delinquent (A) one
month, (B) two months and (C) three months and the number and
aggregate principal balance
of Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO
Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for
each Class of Certificates, after giving effect to the
distribution made on such
Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the
close of business on such Distribution Date and a description
of any change in the
calculation of such amounts;
(xii) the Pass-Through Rate on the Class A-10
Certificates for such
Distribution Date, and the Notional Amounts of Class A-6
Component B and Class A-7
Component B for such Distribution Date;
(xiii) the occurrence of the Credit Support Depletion
Date and the Accretion
Termination Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such
distribution;
(xv) the Senior Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for
such Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans
from Sellers due to a breach of representation or warranty;
(xviii) the weighted average remaining term to
maturity of the Mortgage Loans
after giving effect to the amounts distributed on such
Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving
effect to the amounts distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall
be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer
shall provide to any manager of a trust fund consisting of some
or all of the Certificates, upon
reasonable request, such additional information as is reasonably
obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each
calendar year, the Master
Servicer shall prepare, or cause to be prepared, and 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 shall be
deemed to have been satisfied to the extent that substantially
comparable information shall be
provided by the Master Servicer pursuant to any requirements of
the Code.
(c) Within a reasonable period of time after the end of each
calendar year, the Master
Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to
each Person who at any time during the calendar year was the
Holder of a Class R Certificate, a
statement containing the applicable distribution information
provided pursuant to this Section
4.03 aggregated for such calendar year or applicable portion
thereof during which such Person
was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed
to have been satisfied to the extent that substantially
comparable information shall be provided
by the Master Servicer pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the
Master Servicer, as soon as
reasonably practicable, shall provide the requesting
Certificateholder with such information as
is necessary and appropriate, in the Master Servicer's sole
discretion, for purposes of
satisfying applicable reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each
Determination Date, the Master Servicer shall furnish a written
statement to the Trustee, any
Paying Agent and the Company (the information in such statement
to be made available to
Certificateholders by the Master Servicer on request) setting
forth (i) the Available
Distribution Amount and (ii) the amounts required to be withdrawn
from the Custodial Account and
deposited into the Certificate Account on the immediately
succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a). The
determination by the Master Servicer of
such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for
all purposes hereunder and the Trustee shall be protected in
relying upon the same without any
independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate
Account Deposit Date, the
Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds
received therefor from the Subservicers, an amount equal to the
Advances to be made by the
Master Servicer in respect of the related Distribution Date,
which shall be in an aggregate
amount equal to the aggregate amount of Monthly Payments (with
each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any
related Debt Service Reductions or
reductions in the amount of interest collectable from the
Mortgagor pursuant to the Soldiers'
and Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due
Date, which Monthly Payments
were delinquent as of the close of business as of the related
Determination Date; provided that
no Advance shall be made if it would be a Nonrecoverable Advance,
(ii) withdraw from amounts on
deposit in the Custodial Account and deposit in the Certificate
Account all or a portion of the
Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the
amount of such Advance. Any portion
of the Amount Held for Future Distribution so used shall be
replaced by the Master Servicer by
deposit in the Certificate Account on or before 11:00 A.M. New
York time on any future
Certificate Account Deposit Date to the extent that funds
attributable to the Mortgage Loans
that are available in the Custodial Account for deposit in the
Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to
be made on the following Distribution Date. The Master Servicer
shall be entitled to use any
Advance made by a Subservicer as described in Section 3.07(b)
that has been deposited in the
Custodial Account on or before such Distribution Date as part of
the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section
4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be
made, to the extent practicable, to Monthly Payments which have
been delinquent for the longest
period of time. Such allocations shall be conclusive for
purposes of reimbursement to the
Master Servicer from recoveries on related Mortgage Loans
pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that
any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by
a certificate of a Servicing Officer delivered to the Seller and
the Trustee.
In the event that the Master Servicer determines as of the
Business Day preceding any
Certificate Account Deposit Date that it will be unable to
deposit in the Certificate Account an
amount equal to the Advance required to be made for the
immediately succeeding Distribution
Date, it shall give notice to the Trustee of its inability to
advance (such notice may be given
by telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the
portion of such amount that it will be unable to deposit. Not
later than 3:00 P.M., New York
time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York
time, on such day the Trustee shall have been notified in writing
(by telecopy) that the Master
Servicer shall have directly or indirectly deposited in the
Certificate Account such portion of
the amount of the Advance as to which the Master Servicer shall
have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate
all of the rights and
obligations of the Master Servicer under this Agreement in
accordance with Section 7.01 and (b)
assume the rights and obligations of the Master Servicer
hereunder, including the obligation to
deposit in the Certificate Account an amount equal to the Advance
for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to
this Section 4.04 into the
Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the total amount of
Realized Losses, if any, that resulted from any Cash Liquidation,
Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period. The
amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized
Losses, other than Excess Special Hazard Losses, Extraordinary
Losses, Excess Bankruptcy Losses
or Excess Fraud Losses, shall be allocated as follows: first, to
the Class B-3 Certificates
until the Certificate Principal Balance thereof has been reduced
to zero; second, to the Class
B-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
third, to the Class B-1 Certificates until the Certificate
Principal Balance thereof has been
reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-2
Certificates until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; and, thereafter, if such
Realized Losses are on a Discount Mortgage Loan, to the Class A-9
Certificates, in an amount
equal to the Discount Fraction of the principal portion thereof,
and the remainder of such
Realized Losses and the entire amount of such Realized Losses on
Non-Discount Mortgage Loans
among all the Class A Certificates (other than the Class A-9
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
on Non-Discount Mortgage Loans
will be allocated among the Class A (other than the Class A-9
Certificates) and Class M, Class B
and Class R Certificates on a pro rata basis, as described below.
The principal portion of such
losses on Discount Mortgage Loans will be allocated to the Class
A-9 Certificates in an amount
equal to the related Discount Fraction thereof, and the remainder
of such losses on Discount
Mortgage Loans will be allocated among the Class A Certificates
(other than the Class A-9
Certificates), Class M, Class B and Class R Certificates on a pro
rata basis, as described
below.
As used herein, an allocation of a Realized Loss on a "pro
rata basis" among two or more
specified Classes of Certificates means an allocation on a pro
rata basis, among the various
Classes so specified, to each such Class of Certificates on the
basis of their then outstanding
Certificate Principal Balances prior to giving effect to
distributions to be made on such
Distribution Date in the case of the principal portion of a
Realized Loss or based on the
Accrued Certificate Interest thereon (without regard to any
Compensating Interest for such
Distribution Date) in the case of an interest portion of a
Realized Loss; provided that the
Certificate Principal Balance of the Class A-8 Certificates for
the purpose of allocating any
portion of a Realized Loss thereto shall be deemed to be the
lesser of (i) the original
Certificate Principal Balance of such Certificates and (ii) the
Certificate Principal Balance of
such Certificates prior to giving effect to distributions to be
made on such Distribution Date.
Except as provided in the following sentence, any allocation of
the principal portion of
Realized Losses (other than Debt Service Reductions) to a Class
of Certificates shall be made by
reducing the Certificate Principal Balance thereof (any such
amount so allocated to the Class A-
3 Certificates to be allocated to Class A-3 Component A and Class
A-3 Component B on a pro rata
basis, any amount so allocated to the Class A-6 Certificates to
be allocated to Class A-6
Component A and any amount so allocated to the Class A-7
Certificates to be allocated to Class
A-7 Component A) by the amount so allocated, which allocation
shall be deemed to have occurred
on such Distribution Date. Any allocation of the principal
portion of Realized Losses (other
than Debt Service Reductions) to the Class B Certificates or,
after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero,
to the Class of Class M
Certificates then outstanding with the highest numerical
designation shall be made by operation
of the definition of "Certificate Principal Balance" and by
operation of the provisions of
Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by
operation of the definition of "Accrued Certificate Interest" and
by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt
Service Reductions shall be
made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other
losses allocated to a Class of Certificates hereunder will be
allocated among the Certificates
of such Class in proportion to the Percentage Interests evidenced
thereby.
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.
The Master Servicer or the Subservicers shall file information
returns with respect to the
receipt of mortgage interests received in a trade or business,
the reports of foreclosures and
abandonments of any Mortgaged Property and the information
returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and
6050P, respectively, of the Code, and deliver to the Trustee an
Officers' Certificate stating
that such reports have been filed. Such reports shall be in form
and substance sufficient to
meet the reporting requirements imposed by Sections 6050H, 6050J
and 6050P of the Code.
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90
days or more, the Master
Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price
therefor. If at any time the Master Servicer makes a payment to
the Certificate Account
covering the amount of the Purchase Price for such a Mortgage
Loan, and the Master Servicer
provides to the Trustee a certification signed by a Servicing
Officer stating that the amount of
such payment has been deposited in the Certificate Account, then
the Trustee shall execute the
assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the
Master Servicer which shall succeed to all the Trustee's right,
title and interest in and to
such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be
an assignment outright and not for security. The Master Servicer
will thereupon own such
Mortgage, and all such security and documents, free of any
further obligation to the Trustee or
the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this
Section 4.07, the Master Servicer shall continue to service any
such Mortgage Loan after the
date of such purchase in accordance with the terms of this
Agreement and, if any Realized Loss
with respect to such Mortgage Loan occurs, allocate such Realized
Loss in accordance with the
terms hereof as if such Mortgage Loan had not been so purchased.
For purposes of this
Agreement, a payment of the Purchase Price by the Master Servicer
pursuant to this Section 4.07
will be viewed as an advance and any Realized Loss shall be
recoverable pursuant to the
provisions for the recovery of advances as set forth herein.
Section 4.08. Distributions on the Uncertificated REMIC I
and REMIC II Regular
Interests.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as
the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular
Interest Distribution Amounts in the following order of priority
to the extent of the Available
Distribution Amount reduced by distributions made to the Class
R-I Certificates pursuant to
Section 4.02(a):
(i) Uncertificated Accrued Interest on the
Uncertificated REMIC I Regular
Interests for such Distribution Date, plus any Uncertificated
Accrued Interest thereon remaining unpaid from any previous
Distribution Date; and
(ii) In accordance with the priority set forth in Section
4.08(b), an amount
equal to the sum of the amounts in respect of principal
distributable on the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-8, Class A-9,
Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates and Class A-6
Component A and Class A-7 Component A under Section 4.02(a), as
allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be
deemed distributed to (i)
Uncertificated REMIC I Regular Interest U, (ii) Uncertificated
REMIC I Regular Interest V, (iii)
Uncertificated REMIC I Regular Interest W, (iv) Uncertificated
REMIC I Regular Interest X and
(v) Uncertificated REMIC I Regular Interest Y with the amount to
be distributed allocated among
such interests in accordance with the priority assigned to the
(i) Class A-1 Certificates, (ii)
Class A-2 Certificates, (iii) Class A-4 Certificates, (iv) Class
A-9 Certificates and (v) Class
A-3, Class A-5, Class A-8, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and
Class R-II Certificates and Class A-6 Component A and Class A-7
Component A, respectively, under
Section 4.02(b) until the Uncertificated Principal Balance of
each such interest is reduced to
zero.
(c) The portion of the Uncertificated REMIC I Regular
Interest Distribution Amounts
described in Section 4.08(a)(ii) shall be deemed distributed by
REMIC I to REMIC II in
accordance with the priority assigned to the REMIC II
Certificates relative to that assigned to
the REMIC I Certificates under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC
I Regular Interest U
Distribution Amount, Uncertificated REMIC I Regular Interest V
Distribution Amount,
Uncertificated REMIC I Regular Interest W Distribution Amount,
Uncertificated REMIC I Regular
Interest X Distribution Amount, Uncertificated REMIC I Regular
Interest Y Distribution Amount,
Uncertificated REMIC I Regular Interests Z Distribution Amounts
and Uncertificated REMIC II
Regular Interest Distribution Amounts, Realized Losses allocated
to the Class A-1 Certificates
under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest U;
Realized Losses allocated to the Class A-2 Certificates under
Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest V; Realized
Losses allocated to the Class
A-4 Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular
Interest W; Realized Losses allocated to the Class A-9
Certificates under Section 4.05 shall be
deemed allocated to Uncertificated REMIC I Regular Interest X;
Realized Losses allocated to the
Class A-3, Class A-5, Class A-6 (to the extent of Class A-6
Component A), Class A-7 (to the
extent of Class A-7 Component A), Class A-8, Class M-1, Class
M-2, Class M-3, Class B-1, Class
B-2, Class B-3, Class R-I and Class R-II Certificates under
Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest Y; and
Realized Losses allocated to the
Class A-10 Certificates under Section 4.05 shall be deemed
allocated to the Uncertificated REMIC
I Regular Interests Z and to the Uncertificated REMIC II Regular
Interests.
(e) On each Distribution Date the Trustee shall be deemed to
distribute from REMIC II,
in the priority set forth in Sections 4.02(a) and (b), to the
Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, 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-
10 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-10, Class R-I and Class R-II Certificates, shall be issuable in
minimum dollar denominations
of $25,000 (or $250,000 in the case of the Class A-6, Class M-2,
Class M-3, Class B-1, Class B-2
and Class B-3 Certificates) and integral multiples of $1 (or
$1,000 in the case of the Class A-
6, Class A-9, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2 and Class B-3 Certificates)
in excess thereof, except that one Certificate of each of the
Class A-6, Class A-9, Class M-1,
Class M-2, Class M-3, Class B-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 A-6 $250,561.40
Class A-9 $ 25,330.60
Class M-1 $ 25,800.00
Class M-2 $250,900.00
Class M-3 $250,900.00
Class B-1 $250,800.00
Class B-2 $250,500.00
Class B-3 $250,493.52
The Class A-10, Class R-I and Class R-II Certificates shall be
issuable in minimum
denominations of not less than a 20% Percentage Interest;
provided, however, that one Class R-I
and one Class R-II Certificate will be issuable to Residential
Funding as "tax matters person"
pursuant to Section 10.01(c) and (e) in a minimum denomination
representing a Percentage
Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an
authorized officer of the Trustee. Certificates bearing the
manual or facsimile signatures of
individuals who were at any time the proper officers of the
Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased
to hold such offices prior to
the authentication and delivery of such Certificate or did not
hold such offices at the date of
such Certificates. No Certificate shall be entitled to any
benefit under this Agreement, or be
valid for any purpose, unless there appears on such Certificate a
certificate of authentication
substantially in the form provided for herein executed by the
Certificate Registrar by manual
signature, and such certificate upon any Certificate shall be
conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and
delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-6, Class
A-9 and Class A-10
Certificates, shall initially be issued as one or more
Certificates registered in the name of
the Depository or its nominee and, except as provided below,
registration of such Certificates
may not be transferred by the Trustee except to another
Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership
Interests therein. The
Certificate Owners shall hold their respective Ownership
Interests in and to each of the Class A
Certificates, other than the Class A-6, Class A-9 and Class A-10
Certificates, through the book-
entry facilities of the Depository and, except as provided below,
shall not be entitled to
Definitive Certificates in respect of such Ownership Interests.
All transfers by Certificate
Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in
accordance with the procedures established by the Depository
Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant
shall transfer the Ownership
Interests only in the Book-Entry Certificates of Certificate
Owners it represents or of
brokerage firms for which it acts as agent in accordance with the
Depository's normal
procedures.
The Trustee, the Master Servicer and the Company may for all
purposes (including the
making of payments due on the respective Classes of Book-Entry
Certificates) deal with the
Depository as the authorized representative of the Certificate
Owners with respect to the
respective Classes of Book-Entry Certificates for the purposes of
exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners
with respect to the respective
Classes of Book-Entry Certificates shall be limited to those
established by law and agreements
between such Certificate Owners and the Depository Participants
and brokerage firms representing
such Certificate Owners. Multiple requests and directions from,
and votes of, the Depository as
Holder of any Class of Book-Entry Certificates with respect to
any particular matter shall not
be deemed inconsistent if they are made with respect to different
Certificate Owners. The
Trustee may establish a reasonable record date in connection with
solicitations of consents from
or voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer
willing or able to properly discharge its responsibilities as
Depository and (B) the Company is
unable to locate a qualified successor or (ii) the Company at its
option advises the Trustee in
writing that it elects to terminate the book-entry system through
the Depository, the Trustee
shall notify all Certificate Owners, through the Depository, of
the occurrence of any such event
and of the availability of Definitive Certificates to Certificate
Owners requesting the same.
Upon surrender to the Trustee of the Book-Entry Certificates by
the Depository, accompanied by
registration instructions from the Depository for registration of
transfer, the Trustee shall
issue the Definitive Certificates. Neither the Company, the
Master Servicer nor the Trustee
shall be liable for any actions taken by the Depository or its
nominee, including, without
limitation, any delay in delivery of such instructions and may
conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance
of Definitive Certificates all
references herein to obligations imposed upon or to be performed
by the Company in connection
with the issuance of the Definitive Certificates pursuant to this
Section 5.01 shall be deemed
to be imposed upon and performed by the Trustee, and the Trustee
and the Master Servicer shall
recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
Section 5.02. Registration of Transfer and Exchange of
Certificates.
(a) The Trustee shall cause to be kept at one of the offices
or agencies to be
appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate
Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and
exchanges of Certificates as
herein provided. The Trustee is initially appointed Certificate
Registrar for the purpose of
registering Certificates and transfers and exchanges of
Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master
Servicer with a certified list
of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or
agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of
any Class A-6, Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set
forth below, the Trustee shall execute and the Certificate
Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees,
one or more new Certificates
of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may
be exchanged for other
Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office
or agency. Whenever any
Certificates are so surrendered for exchange the Trustee shall
execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such
Class which the
Certificateholder making the exchange is entitled to receive.
Every Certificate presented or
surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof
or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class
A-6 or Class B
Certificate shall be made unless such transfer, sale, pledge or
other disposition is exempt from
the registration requirements of the Securities Act of 1933, as
amended, and any applicable
state securities laws or is made in accordance with said Act and
laws. Except as provided in
Section 5.02(e), in the event that a transfer of a Class A-6 or
Class B Certificate is to be
made either (i)(A) the Trustee shall require a written Opinion of
Counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company
that such transfer may be made
pursuant to an exemption, describing the applicable exemption and
the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not
be an expense of the Trustee, the Company or the Master Servicer
and (B) the Trustee shall
require the transferee to execute a representation letter,
substantially in the form of Exhibit
J hereto, and the Trustee shall require the transferor to execute
a representation letter,
substantially in the form of Exhibit K hereto, each acceptable to
and in form and substance
satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts
surrounding such transfer, which representation letters shall not
be an expense of the Trustee,
the Company or the Master Servicer or (ii) the prospective
transferee of such a Certificate
shall be required to provide the Trustee, the Company and the
Master Servicer with an investment
letter substantially in the form of Exhibit L attached hereto (or
such other form as the Company
in its sole discretion deems acceptable), which investment letter
shall not be an expense of the
Trustee, the Company or the Master Servicer, and which investment
letter states that, among
other things, such transferee (A) is a "qualified institutional
buyer" as defined under Rule
144A, acting for its own account or the accounts of other
"qualified institutional buyers" as
defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the
exemption from registration requirements under the Securities Act
of 1933, as amended, provided
by Rule 144A. The Holder of any such Certificate desiring to
effect any such transfer, sale,
pledge or other disposition shall, and does hereby agree to,
indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any
liability that may result if the
transfer, sale, pledge or other disposition is not so exempt or
is not made in accordance with
such federal and state laws.
(e) The first transfer of any Class A-6 Certificate by the
first Holder that is not an
Affiliate of the Company may only be made if the prospective
transferee of such a Certificate
provides the Trustee, the Company and the Master Servicer with an
investment letter
substantially in the form of Exhibit L attached hereto (or such
other form as the Company in its
sole discretion deems acceptable), which investment letter shall
not be an expense of the
Trustee, the Company or the Master Servicer; provided, however,
that notwithstanding the
foregoing, the transferees of the Class A-6 Certificates in the
aggregate who purchased from the
first Holder that was not an Affiliate of the Company may include
three institutional accredited
investors who purchased in compliance with the first sentence of
Section 5.02(d). Such transfers
shall be deemed to have complied with the requirements of Section
5.02(d). The Holder of such a
Certificate desiring to effect such transfer does hereby agree to
indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar
against any liability that may result
if transfer is not made in accordance with this Agreement. Each
Holder of such a Certificate on
the Closing Date does hereby agree that it will comply with the
requirements of this Section
5.02(e) in connection with the transfer of any such Certificate.
(f) In the case of any Class M or Class B Certificate
presented for registration in
the name of an employee benefit plan or other plan subject to the
prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or
Section 4975 of the Code (or comparable provisions of any
subsequent enactments), an investment
manager, a named fiduciary or a trustee of any such plan or any
other Person who is using "plan
assets" of any such plan to effect such acquisition, unless
otherwise directed by the Company,
the Trustee shall require an Opinion of Counsel acceptable to and
in form and substance
satisfactory to the Trustee, the Company and the Master Servicer
to the effect that the purchase
or holding of a Class M or Class B Certificate is permissible
under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the Trustee, the
Company or the Master Servicer
to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall
not be an expense of the Trustee, the Company or the Master
Servicer. The Trustee may (unless
otherwise directed by the Company) require that any prospective
transferee of a Class M or Class
B Certificate provide either a certification to the effect set
forth in paragraph six of Exhibit
J, which the Trustee may rely upon without further inquiry or
investigation, or such other
certifications as the Trustee may deem desirable or necessary in
order to establish that such
transferee or the Person in whose name such registration is
requested is not an employee benefit
plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of
the Code, an investment manager, a named fiduciary or a trustee
of any such plan, or any other
Person who is using "plan assets" of any such plan to effect such
acquisition.
(g) (i) Each Person who has or who acquires any Ownership
Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or
its designee under clause (iii)(A) below to deliver payments to a
Person other than such Person
and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in
connection with any such sale.
The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R
Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a
Class R Certificate, the Trustee shall require delivery to it,
and shall not register the
Transfer of any Class R Certificate until its receipt of, (I)
an affidavit and agreement
(a "Transfer Affidavit and Agreement," in the form attached
hereto as Exhibit I-1) from
the proposed Transferee, in form and substance satisfactory to
the Master Servicer,
representing and warranting, among other things, that it is a
Permitted Transferee, that
it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject
of the proposed Transfer as a nominee, trustee or agent for
any Person who is not a
Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed
the provisions of this Section 5.02(g) and agrees to be bound
by them, and (II) a
certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to
transfer the Class R Certificate, in form and substance
satisfactory to the Master
Servicer, representing and warranting, among other things,
that no purpose of the proposed
Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a
proposed Transferee under clause (B) above, if a Responsible
Officer of the Trustee who is
assigned to this Agreement has actual knowledge that the
proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in
a Class R Certificate to
such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R
Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other
Person to whom such Person attempts to transfer its Ownership
Interest in a Class R
Certificate and (y) not to transfer its Ownership Interest
unless it provides a
certificate to the Trustee in the form attached hereto as
Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R
Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of
Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is
holding an Ownership Interest
in a Class R Certificate on behalf of, a "pass-through
interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall
have received the Transfer Affidavit and Agreement, a certificate
of the Holder requesting such
transfer in the form attached hereto as Exhibit I-2 and all of
such other documents as shall
have been reasonably required by the Trustee as a condition to
such registration. Transfers of
the Class R Certificates to Non-United States Persons and
Disqualified Organizations (as defined
in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become
a holder of a Class R
Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall
become a holder of a Class R Certificate, then the last preceding
United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last
preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights
and obligations as Holder
thereof retroactive to the date of registration of such Transfer
of such Class R-I or Class R-II
Certificate. The Trustee shall be under no liability to any
Person for any registration of
Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(g) or for
making any payments due on such Certificate to the holder thereof
or for taking any other action
with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder of
a Class R Certificate
in violation of the restrictions in this Section 5.02(g) and to
the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause
(iii)(A) above shall be invalid, illegal or unenforceable, then
the Master Servicer shall have
the right, without notice to the holder or any prior holder of
such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the Master
Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each
Class R Certificate in accordance with the instructions of the
Master Servicer. Such purchaser
may be the Master Servicer itself or any Affiliate of the Master
Servicer. The proceeds of such
sale, net of the commissions (which may include commissions
payable to the Master Servicer or
its Affiliates), expenses and taxes due, if any, will be remitted
by the Master Servicer to such
purported Transferee. The terms and conditions of any sale under
this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be
liable to any Person having an Ownership Interest in a Class R
Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written
request from the Trustee, all information necessary to compute
any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a
Disqualified Organization, including the information regarding
"excess inclusions" of such Class
R Certificates required to be provided to the Internal Revenue
Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate
investment trust, common trust fund,
partnership, trust, estate or organization described in Section
1381 of the Code that holds an
Ownership Interest in a Class R Certificate having as among its
record holders at any time any
Person who is a Disqualified Organization. Reasonable
compensation for providing such
information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(g) set forth prior to
this clause (v) may be
modified, added to or eliminated, provided that there shall have
been delivered to the Trustee
the following:
(A) written notification from each Rating Agency to the
effect that the
modification, addition to or elimination of such provisions will
not cause such Rating
Agency to downgrade its then-current ratings, if any, of any
Class of the Class A, Class
M, Class B or Class R Certificates below the lower of the
then-current rating or the
rating assigned to such Certificates as of the Closing Date by
such Rating Agency; and
(B) a certificate of the Master Servicer stating that
the Master Servicer has
received an Opinion of Counsel, in form and substance
satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence of
such provisions will not
cause the Trust Fund to cease to qualify as a REMIC and will not
cause (x) the Trust Fund
to be subject to an entity-level tax caused by the Transfer of
any Class R Certificate to
a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person
to be subject to a REMIC-related tax caused by the Transfer of a
Class R Certificate to a
Person that is not a Permitted Transferee.
(h) No service charge shall be made for any transfer or
exchange of Certificates of
any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer or exchange of
Certificates.
(i) All Certificates surrendered for transfer and exchange
shall be destroyed by the
Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the
Trustee and the Certificate Registrar receive evidence to their
satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to
the Trustee and the Certificate
Registrar such security or indemnity as may be required by them
to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate
Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate
Registrar shall authenticate and deliver, in exchange for or in
lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like
tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new
Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in
relation thereto and any other
expenses (including the fees and expenses of the Trustee and the
Certificate Registrar)
connected therewith. Any duplicate Certificate issued pursuant
to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust
Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be
found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the
Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name any
Certificate is registered as the owner of such Certificate for
the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes
whatsoever, and neither the
Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the
Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by
notice to the contrary except as provided in Section 5.02(g).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of
making distributions to
Certificateholders pursuant to Section 4.02. In the event of any
such appointment, on or prior
to each Distribution Date the Master Servicer on behalf of the
Trustee shall deposit or cause to
be deposited with the Paying Agent a sum sufficient to make the
payments to Certificateholders
in the amounts and in the manner provided for in Section 4.02,
such sum to be held in trust for
the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and
deliver to the Trustee an
instrument in which such Paying Agent shall agree with the
Trustee that such Paying Agent will
hold all sums held by it for the payment to Certificateholders in
trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders.
Any sums so held by such Paying Agent shall be held only in
Eligible Accounts to the extent such
sums are not distributed to the Certificateholders on the date of
receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated
Principal Balance is less than
ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master
Servicer or the Company shall have the right, at its option, to
purchase the Certificates in
whole, but not in part, at a price equal to the outstanding
Certificate Principal Balance of
such Certificates plus the sum of one month's Accrued Certificate
Interest thereon and any
previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall
give the Trustee not less
than 60 days' prior notice of the Distribution Date on which the
Master Servicer or the Company,
as applicable, anticipates that it will purchase the Certificates
pursuant to Section 5.06(a).
Notice of any such purchase, specifying the Distribution Date
upon which the Holders may
surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06,
shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not
earlier than the 15th day and not later than the 25th day of the
month next preceding the month
of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated
to be made upon presentation and surrender of such Certificates
at the office or agency of
the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is
not applicable, payments being made only upon presentation and
surrender of the
Certificates at the office or agency of the Trustee therein
specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master
Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the
Distribution Date on which the purchase pursuant to Section
5.06(a) is to be made, in
immediately available funds, an amount equal to the purchase
price for the Certificates computed
as provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to
Section 5.06(a) by the Holders thereof, the Trustee shall
distribute to such Holders an amount
equal to the outstanding Certificate Principal Balance thereof
plus the sum of one month's
Accrued Certificate Interest thereon and any previously unpaid
Accrued Certificate Interest with
respect thereto.
(d) In the event that any Certificateholders do not surrender
their Certificates on or
before the Distribution Date on which a purchase pursuant to this
Section 5.06 is to be made,
the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by
the Master Servicer or the Company, as applicable, pursuant to
Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders,
and the Master Servicer or the Company, as applicable, shall give
a second written notice to
such Certificateholders to surrender their Certificates for
payment of the purchase price
therefor. If within six months after the second notice any
Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of
such Certificates concerning
surrender of their Certificates. The costs and expenses of
maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets
which remain in the escrow
account. If within nine months after the second notice any
Certificates shall not have been
surrendered for cancellation in accordance with this Section
5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts
distributable to the Holders thereof
and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be
payable to any Certificateholder on
any amount held in the escrow account or by the Master Servicer
or the Company, as applicable,
as a result of such Certificateholder's failure to surrender its
Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution
Date on which a purchase pursuant to this Section 5.06 occurs as
provided above will be deemed
to have been purchased and the Holder as of such date will have
no rights with respect thereto
except to receive the purchase price therefor minus any costs and
expenses associated with such
escrow account and notices allocated thereto. Any Certificates
so purchased or deemed to have
been purchased on such Distribution Date shall remain outstanding
hereunder. The Master
Servicer or the Company, as applicable, shall be for all purposes
the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer.
The Company and the Master Servicer shall each be liable in
accordance herewith only to
the extent of the obligations specifically and respectively
imposed upon and undertaken by the
Company and the Master Servicer herein. By way of illustration
and not limitation, the Company
is not liable for the servicing and administration of the
Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the
Master Servicer or to appoint a
designee to assume such obligations, nor is it liable for any
other obligation hereunder that it
may, but is not obligated to, assume unless it elects to assume
such obligation in accordance
herewith.
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer.
(a) The Company and the Master Servicer will each keep in
full effect its existence,
rights and franchises as a corporation under the laws of the
state of its incorporation, and
will each obtain and preserve its qualification to do business as
a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary
to protect the validity and
enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform
its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer
may be merged or
consolidated, or any corporation resulting from any merger or
consolidation to which the Company
or the Master Servicer shall be a party, or any Person succeeding
to the business of the Company
or the Master Servicer, shall be the successor of the Company or
the Master Servicer, as the
case may be, hereunder, without the execution or filing of any
paper or any further act on the
part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided,
however, that the successor or surviving Person to the Master
Servicer shall be qualified to
service mortgage loans on behalf of FNMA or FHLMC; and provided
further that each Rating
Agency's ratings, if any, of the Class A, Class M, Class B or
Class R Certificates in effect
immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as
a result thereof (as evidenced by a letter to such effect from
each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and
Section 6.04 to the
contrary, the Master Servicer may assign its rights and delegate
its duties and obligations
under this Agreement; provided that the Person accepting such
assignment or delegation shall be
a Person which is qualified to service mortgage loans on behalf
of FNMA or FHLMC, is reasonably
satisfactory to the Trustee and the Company, is willing to
service the Mortgage Loans and
executes and delivers to the Company and the Trustee an
agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which
contains an assumption by such
Person of the due and punctual performance and observance of each
covenant and condition to be
performed or observed by the Master Servicer under this
Agreement; provided further that each
Rating Agency's rating of the Classes of Certificates that have
been rated in effect immediately
prior to such assignment and delegation will not be qualified,
reduced or withdrawn as a result
of such assignment and delegation (as evidenced by a letter to
such effect from each Rating
Agency). In the case of any such assignment and delegation, the
Master Servicer shall be
released from its obligations under this Agreement, except that
the Master Servicer shall remain
liable for all liabilities and obligations incurred by it as
Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and
delegation set forth in the next
preceding sentence.
Section 6.03. Limitation on Liability of the Company, the
Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees or
agents of the Company or the Master Servicer shall be under any
liability to the Trust Fund or
the Certificateholders for any action taken or for refraining
from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this
provision shall not protect the Company, the Master Servicer or
any such Person against any
breach of warranties or representations made herein or any
liability which would otherwise be
imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of
duties or by reason of reckless disregard of obligations and
duties hereunder. The Company, the
Master Servicer and any director, officer, employee or agent of
the Company or the Master
Servicer may rely in good faith on any document of any kind prima
facie properly executed and
submitted by any Person respecting any matters arising hereunder.
The Company, the Master
Servicer and any director, officer, employee or agent of the
Company or the Master Servicer
shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense
incurred in connection with any legal action relating to this
Agreement or the Certificates,
other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage
Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance,
bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in,
prosecute or defend any legal or administrative action,
proceeding, hearing or examination that
is not incidental to its respective duties under this Agreement
and which in its opinion may
involve it in any expense or liability; provided, however, that
the Company or the Master
Servicer may in its discretion undertake any such action,
proceeding, hearing or examination
that it may deem necessary or desirable in respect to this
Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or
examination and any liability
resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Company
and the Master Servicer shall be entitled to be reimbursed
therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 and, on
the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs
shall be allocated in reduction of the Accrued Certificate
Interest on each Class entitled
thereto in the same manner as if such expenses and costs
constituted a Prepayment Interest
Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company
nor the Master Servicer
shall resign from its respective obligations and duties hereby
imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any
such determination permitting the resignation of the Company or
the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to
the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee
or a successor servicer shall
have assumed the Master Servicer's responsibilities and
obligations in accordance with Section
7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the
following events (whatever
reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule
or regulation of any administrative or governmental body):
(i) the Master Servicer shall fail to distribute
or cause to be distributed
to Holders of Certificates of any Class any distribution required
to be made under the
terms of the Certificates of such Class and this Agreement and,
in either case, such
failure shall continue unremedied for a period of 5 days after
the date upon which written
notice of such failure, requiring such failure to be remedied,
shall have been given to
the Master Servicer by the Trustee or the Company or to the
Master Servicer, the Company
and the Trustee by the Holders of Certificates of such Class
evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect
any other of the covenants or agreements on the part of the
Master Servicer contained in
the Certificates of any Class or in this Agreement and such
failure shall continue
unremedied for a period of 30 days (except that such number of
days shall be 15 in the
case of a failure to pay the premium for any Required Insurance
Policy) after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been
given to the Master Servicer by the Trustee or the Company, or to
the Master Servicer, the
Company and the Trustee by the Holders of Certificates of any
Class evidencing, as to such
Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having
jurisdiction in the premises in an involuntary case under any
present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of
its affairs, shall have
been entered against the Master Servicer and such decree or order
shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or
receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and
liabilities, or similar proceedings of, or relating to, the
Master Servicer or of, or
relating to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its
debts generally as they become due, file a petition to take
advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization
statute, make an
assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b)
that it is unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and
in each and every such case, so long as such Event of Default
shall not have been remedied,
either the Company or the Trustee may, and at the direction of
Holders of Certificates entitled
to at least 51% of the Voting Rights, the Trustee shall, by
notice in writing to the Master
Servicer (and to the Company if given by the Trustee or to the
Trustee if given by the Company),
terminate all of the rights and obligations of the Master
Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder
hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee
shall, by notice to the Master Servicer and the Company,
immediately terminate all of the rights
and obligations of the Master Servicer under this Agreement and
in and to the Mortgage Loans and
the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in
Section 4.04(b). On or after the receipt by the Master Servicer
of such written notice, all
authority and power of the Master Servicer under this Agreement,
whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage
Loans or otherwise, shall subject
to Section 7.02 pass to and be vested in the Trustee or the
Trustee's designee appointed
pursuant to Section 7.02; and, without limitation, the Trustee is
hereby authorized and
empowered to execute and deliver, on behalf of the Master
Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do
or accomplish all other acts
or things necessary or appropriate to effect the purposes of such
notice of termination, whether
to complete the transfer and endorsement or assignment of the
Mortgage Loans and related
documents, or otherwise. The Master Servicer agrees to cooperate
with the Trustee in effecting
the termination of the Master Servicer's responsibilities and
rights hereunder, including,
without limitation, the transfer to the Trustee or its designee
for administration by it of all
cash amounts which shall at the time be credited to the Custodial
Account or the Certificate
Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall
release the Master Servicer for any liability that it would
otherwise have hereunder for any act
or omission prior to the effective time of such termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity
as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late
collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating
Residential Funding's rights and obligations as Master Servicer
hereunder and received after
such notice, that portion to which Residential Funding would have
been entitled pursuant to
Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee
in respect thereof, and any
other amounts payable to Residential Funding hereunder the
entitlement to which arose prior to
the termination of its activities hereunder. Upon the
termination of Residential Funding as
Master Servicer hereunder the Company shall deliver to the
Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to
Section 7.01 or resigns in accordance with Section 6.04, the
Trustee or, upon notice to the
Company and with the Company's consent (which shall not be
unreasonably withheld) a designee
(which meets the standards set forth below) of the Trustee, shall
be the successor in all
respects to the Master Servicer in its capacity as servicer under
this Agreement and the
transactions set forth or provided for herein and shall be
subject to all the responsibilities,
duties and liabilities relating thereto placed on the Master
Servicer (except for the
responsibilities, duties and liabilities contained in Sections
2.02 and 2.03(a), excluding the
duty to notify related Subservicers or Sellers as set forth in
such Sections, and its
obligations to deposit amounts in respect of losses incurred
prior to such notice or termination
on the investment of funds in the Custodial Account or the
Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof);
provided, however, that any
failure to perform such duties or responsibilities caused by the
preceding Master Servicer's
failure to provide information required by Section 4.04 shall not
be considered a default by the
Trustee hereunder. As compensation therefor, the Trustee shall
be entitled to all funds
relating to the Mortgage Loans which the Master Servicer would
have been entitled to charge to
the Custodial Account or the Certificate Account if the Master
Servicer had continued to act
hereunder and, in addition, shall be entitled to the income from
any Permitted Investments made
with amounts attributable to the Mortgage Loans held in the
Custodial Account or the Certificate
Account. If the Trustee has become the successor to the Master
Servicer in accordance with
Section 6.04 or Section 7.01, then notwithstanding the above, the
Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act,
appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution, which
is also a FNMA- or FHLMC-approved mortgage servicing institution,
having a net worth of not less
than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the
Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer
hereunder, the Trustee shall become
successor to the Master Servicer and shall act in such capacity
as hereinabove provided. In
connection with such appointment and assumption, the Trustee may
make such arrangements for the
compensation of such successor out of payments on Mortgage Loans
as it and such successor shall
agree; provided, however, that no such compensation shall be in
excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the
Custodian and such successor
shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any
such succession. The Servicing Fee for any successor Master
Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage
Loans, if any, where the
Subservicing Fee accrues at a rate of less than 0.20% per annum
in the event that the successor
Master Servicer is not servicing such Mortgage Loans directly and
it is necessary to raise the
related Subservicing Fee to a rate of 0.20% per annum in order to
hire a Subservicer with
respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor
to the Master Servicer,
the Trustee shall give prompt written notice thereof to
Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall
transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder
known to the Trustee, unless such Event of Default shall have
been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of
Certificates affected by a
default or Event of Default hereunder, may waive such default or
Event of Default; provided,
however, that (a) a default or Event of Default under clause (i)
of Section 7.01 may be waived
only by all of the Holders of Certificates affected by such
default or Event of Default and (b)
no waiver pursuant to this Section 7.04 shall affect the Holders
of Certificates in the manner
set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such
waiver of a default or Event of
Default by the Holders representing the requisite percentage of
Voting Rights of Certificates
affected by such default or Event of Default, such default or
Event of Default shall cease to
exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver
shall extend to any subsequent or other default or Event of
Default or impair any right
consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of
Default and after the curing
of all Events of Default which may have occurred, undertakes to
perform such duties and only
such duties as are specifically set forth in this Agreement. In
case an Event of Default has
occurred (which has not been cured or waived), the Trustee shall
exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of
care and skill in their
exercise as a prudent investor would exercise or use under the
circumstances in the conduct of
such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the
Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to
determine whether they conform to the requirements of this
Agreement. The Trustee shall notify
the Certificateholders of any such documents which do not
materially conform to the requirements
of this Agreement in the event that the Trustee, after so
requesting, does not receive
satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices,
reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06,
7.03 and 10.01. The Trustee shall furnish in a timely fashion to
the Master Servicer such
information as the Master Servicer may reasonably request from
time to time for the Master
Servicer to fulfill its duties as set forth in this Agreement.
The Trustee covenants and agrees
that it shall perform its obligations hereunder in a manner so as
to maintain the status of both
REMIC I and REMIC II as REMICs under the REMIC Provisions and to
prevent the imposition of any
federal, state or local income, prohibited transaction,
contribution or other tax on either
REMIC I or REMIC II to the extent that maintaining such status
and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to
relieve the Trustee from
liability for its own negligent action, its own negligent failure
to act or its own willful
misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or
waiver of all such Events of Default which may have occurred, the
duties and obligations
of the Trustee shall be determined solely by the express
provisions of this Agreement, the
Trustee shall not be liable except for the performance of such
duties and obligations as
are specifically set forth in this Agreement, no implied
covenants or obligations shall be
read into this Agreement against the Trustee and, in the absence
of bad faith on the part
of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions
furnished to the Trustee by the Company or the Master Servicer
and which on their face, do
not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an
error of judgment made in
good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The Trustee shall not be personally liable
with respect to any action
taken, suffered or omitted to be taken by it in good faith in
accordance with the
direction of Certificateholders of any Class holding Certificates
which evidence, as to
such Class, Percentage Interests aggregating not less than 25% as
to the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising
any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of
any default (other than a
default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an
Event of Default under clauses (iii), (iv) and (v) of Section
7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate
Trust Office obtains
actual knowledge of such failure or event or the Trustee receives
written notice of such
failure or event at its Corporate Trust Office from the Master
Servicer, the Company or
any Certificateholder; and
(v) Except to the extent provided in Section 7.02,
no provision in this
Agreement shall require the Trustee to expend or risk its own
funds (including, without
limitation, the making of any Advance) or otherwise incur any
personal financial liability
in the performance of any of its duties as Trustee hereunder, or
in the exercise of any of
its rights or powers, if the Trustee shall have reasonable
grounds for believing that
repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the
amount of any and all
federal, state and local taxes imposed on the Trust Fund or its
assets or transactions
including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section
860F of the Code, if, when and as the same shall be due and
payable, (B) any tax on
contributions to a REMIC after the Closing Date imposed by
Section 860G(d) of the Code and (C)
any tax on "net income from foreclosure property" as defined in
Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which
breach constitutes negligence or willful misconduct of the
Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in
acting or refraining from
acting upon any resolution, Officers' Certificate, certificate of
auditors or any other
certificate, statement, instrument, opinion, report, notice,
request, consent, order,
appraisal, bond or other paper or document believed by it to be
genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion
of Counsel shall be
full and complete authorization and protection in respect of any
action taken or suffered
or omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to
exercise any of the trusts
or powers vested in it by this Agreement or to institute, conduct
or defend any litigation
hereunder or in relation hereto at the request, order or
direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such
Certificateholders shall have offered to the Trustee reasonable
security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby;
nothing contained herein shall, however, relieve the Trustee of
the obligation, upon the
occurrence of an Event of Default (which has not been cured), to
exercise such of the
rights and powers vested in it by this Agreement, and to use the
same degree of care and
skill in their exercise as a prudent investor would exercise or
use under the
circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any
action taken, suffered or
omitted by it in good faith and believed by it to be authorized
or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default
hereunder and after the
curing of all Events of Default which may have occurred, the
Trustee shall not be bound to
make any investigation into the facts or matters stated in any
resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or
other paper or document, unless requested in writing so to do by
Holders of Certificates
of any Class evidencing, as to such Class, Percentage Interests,
aggregating not less than
50%; provided, however, that if the payment within a reasonable
time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such
investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by
the security afforded to it by the terms of this Agreement, the
Trustee may require
reasonable indemnity against such expense or liability as a
condition to so proceeding.
The reasonable expense of every such examination shall be paid by
the Master Servicer, if
an Event of Default shall have occurred and is continuing, and
otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any
duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and
the regulations promulgated
thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and
authorizes the Trustee to be its attorney-in-fact for purposes of
signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee
shall sign on behalf of the
Trust Fund and deliver to the Master Servicer in a timely manner
any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is
required to sign as determined
by the Master Servicer pursuant to applicable federal, state or
local tax laws, provided
that the Master Servicer shall indemnify the Trustee for signing
any such Tax Returns that
contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee
shall not accept any
contribution of assets to the Trust Fund unless it shall have
obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not
(i) cause either REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result
of such contribution
(including the imposition of any federal tax on "prohibited
transactions" imposed under Section
860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the execution of the
Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as
the statements of the Company or the Master Servicer as the case
may be, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no
representations as to the
validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates
shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any
Mortgage Loan or related document. Except as otherwise provided
herein, the Trustee shall not
be accountable for the use or application by the Company or the
Master Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the
use or application of any funds
paid to the Company or the Master Servicer in respect of the
Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master
Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become
the owner or pledgee of
Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the
Trustee and any co-trustee
from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable
compensation (which shall not be limited by any provision of law
in regard to the compensation
of a trustee of an express trust) for all services rendered by
each of them in the execution of
the trusts hereby created and in the exercise and performance of
any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master
Servicer will pay or reimburse the
Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances
incurred or made by the Trustee or any co-trustee in accordance
with any of the provisions of
this Agreement (including the reasonable compensation and the
expenses and disbursements of its
counsel and of all persons not regularly in its employ, and the
expenses incurred by the Trustee
or any co-trustee in connection with the appointment of an office
or agency pursuant to Section
8.12) except any such expense, disbursement or advance as may
arise from its negligence or bad
faith.
(b) The Master Servicer agrees to indemnify the Trustee for,
and to hold the Trustee
harmless against, any loss, liability or expense incurred without
negligence or willful
misconduct on its part, arising out of, or in connection with,
the acceptance and administration
of the Trust Fund, including the costs and expenses (including
reasonable legal fees and
expenses) of defending itself against any claim in connection
with the exercise or performance
of any of its powers or duties under this Agreement, provided
that:
(i) with respect to any such claim, the Trustee
shall have given the Master Servicer written notice thereof
promptly after the Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master
Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to
the contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into
without the prior consent of the Master Servicer which consent
shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of the Master Servicer to
indemnify the Trustee under the conditions and to the extent set
forth
herein.
Notwithstanding the foregoing, the indemnification provided by
the Master Servicer in this
Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including
the costs and expenses of defending itself against any claim,
incurred in connection with any
actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of
this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a
national banking
association having its principal office in a state and city
acceptable to the Company and
organized and doing business under the laws of such state or the
United States of America,
authorized under such laws to exercise corporate trust powers,
having a combined capital and
surplus of at least $50,000,000 and subject to supervision or
examination by federal or state
authority. If such corporation or national banking association
publishes reports of condition
at least annually, pursuant to law or to the requirements of the
aforesaid supervising or
examining authority, then for the purposes of this Section the
combined capital and surplus of
such corporation shall be deemed to be its combined capital and
surplus as set forth in its most
recent report of condition so published. In case at any time the
Trustee shall cease to be
eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from
the trusts hereby
created by giving written notice thereof to the Company. Upon
receiving such notice of
resignation, the Company shall promptly appoint a successor
trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy
to the successor trustee. If no successor trustee shall have
been so appointed and have
accepted appointment within 30 days after the giving of such
notice of resignation, the
resigning Trustee may petition any court of competent
jurisdiction for the appointment of a
successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the
provisions of Section 8.06 and shall fail to resign after written
request therefor by the
Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or
any public officer shall take charge or control of the Trustee or
of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then
the Company may remove the
Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one
copy to the successor trustee.
In addition, in the event that the Company determines that the
Trustee has failed (i) to
distribute or cause to be distributed to Certificateholders any
amount required to be
distributed hereunder, if such amount is held by the Trustee or
its Paying Agent (other than the
Master Servicer or the Company) for distribution or (ii) to
otherwise observe or perform in any
material respect any of its covenants, agreements or obligations
hereunder, and such failure
shall continue unremedied for a period of 5 days (in respect of
clause (i) above) or 30 days (in
respect of clause (ii) above) after the date on which written
notice of such failure, requiring
that the same be remedied, shall have been given to the Trustee
by the Company, then the Company
may remove the Trustee and appoint a successor trustee by written
instrument delivered as
provided in the preceding sentence. In connection with the
appointment of a successor trustee
pursuant to the preceding sentence, the Company shall, on or
before the date on which any such
appointment becomes effective, obtain from each Rating Agency
written confirmation that the
appointment of any such successor trustee will not result in the
reduction of the ratings on any class of the Certificates below
the lesser of the then current or original ratings on such
Certificates.
(c) The Holders of Certificates entitled to at least 51% of
the Voting Rights may at
any time remove the Trustee and appoint a successor trustee by
written instrument or
instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the
Company, one complete set to the Trustee so removed and one
complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment
of a successor trustee pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by
the successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section
8.07 shall execute,
acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee
shall become effective and such successor trustee shall become
effective and such successor
trustee, without any further act, deed or conveyance, shall
become fully vested with all the
rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if
originally named as trustee herein. The predecessor trustee
shall deliver to the successor
trustee all Mortgage Files and related documents and statements
held by it hereunder (other than
any Mortgage Files at the time held by a Custodian, which shall
become the agent of any
successor trustee hereunder), and the Company, the Master
Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other
things as may reasonably be
required for more fully and certainly vesting and confirming in
the successor trustee all such
rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided
in this Section unless at the time of such acceptance such
successor trustee shall be eligible under the provisions of
Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall mail notice of the
succession of such trustee hereunder to all Holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10
days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the
Trustee may be merged or
converted or with which it may be consolidated or any corporation
or national banking
association resulting from any merger, conversion or
consolidation to which the Trustee shall be
a party, or any corporation or national banking association
succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder,
provided such corporation or national
banking association shall be eligible under the provisions of
Section 8.06, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto,
anything herein to the contrary notwithstanding. The Trustee
shall mail notice of any such
merger or consolidation to the Certificateholders at their
address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time,
for the purpose of
meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or
property securing the same may at the time be located, the Master
Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver
all instruments to appoint one
or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to
vest in such Person or Persons, in such capacity, such title to
the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section
8.10, such powers, duties,
obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or
desirable. If the Master Servicer shall not have joined in such
appointment within 15 days
after the receipt by it of a request so to do, or in case an
Event of Default shall have
occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or
separate trustee pursuant to
this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the
Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee, and such
separate trustee or co-trustee jointly, except to the extent that
under any law of any
jurisdiction in which any particular act or acts are to be
performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder), the
Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such
rights, powers, duties and
obligations (including the holding of title to the Trust Fund or
any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee
shall be deemed to have
been given to each of the then separate trustees and co-trustees,
as effectively as if given to
each of them. Every instrument appointing any separate trustee
or co-trustee shall refer to
this Agreement and the conditions of this Article VIII. Each
separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with
the estates or property
specified in its instrument of appointment, either jointly with
the Trustee or separately, as
may be provided therein, subject to all the provisions of this
Agreement, specifically including
every provision of this Agreement relating to the conduct of,
affecting the liability of, or
affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law,
to do any lawful act under or in respect of this Agreement on its
behalf and in its name. If
any separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and
the Company, appoint one or
more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold
all or a portion of the Mortgage Files as agent for the Trustee,
by entering into a Custodial
Agreement. Subject to Article VIII, the Trustee agrees to comply
with the terms of each
Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for
the benefit of the Certificateholders. Each Custodian shall be a
depository institution subject
to supervision by federal or state authority, shall have a
combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the
jurisdiction in which it holds
any Mortgage File. Each Custodial Agreement may be amended only
as provided in Section 11.01.
The Trustee shall notify the Certificateholders of the
appointment of any Custodian (other than the Custodian appointed
as of the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of
New York where Certificates
may be surrendered for registration of transfer or exchange. The
Trustee initially designates
its offices located at 14 Wall Street, 8th Floor, New York, NY
10005 for the purpose of keeping
the Certificate Register. The Trustee will maintain an office at
the address stated in Section
11.05(c) hereof where notices and demands to or upon the Trustee
in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.03, the respective obligations and
responsibilities of the
Company, the Master Servicer and the Trustee created hereby in
respect of the Certificates
(other than the obligation of the Trustee to make certain
payments after the Final Distribution
Date to Certificateholders and the obligation of the Company to
send certain notices as hereinafter set forth) shall terminate
upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX
following the earlier of:
(i) the later of the final payment or other
liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition
of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company
of all Mortgage Loans and
all property acquired in respect of any Mortgage Loan remaining
in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each
Mortgage Loan or, if less than
such unpaid principal balance, the fair market value of the
related underlying property of
such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if
such fair market value is less than such unpaid principal balance
(net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus
accrued interest thereon
at the Net Mortgage Rate to, but not including, the first day of
the month in which such
repurchase price is distributed, provided, however, that in no
event shall the trust
created hereby continue beyond the expiration of 21 years from
the death of the last
survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States
to the Court of St. James, living on the date hereof and provided
further that the
purchase price set forth above shall be increased as is
necessary, as determined by the Master Servicer, to avoid
disqualification of either REMIC I or REMIC II as REMICs.
The right of the Master Servicer or the Company to purchase
all the assets of the Trust
Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of
the Final Distribution Date being less than ten percent of the
Cut-off Date Principal Balance of
the Mortgage Loans. If such right is exercised by the Master
Servicer, the Master Servicer
shall be deemed to have been reimbursed for the full amount of
any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In
addition, the Master Servicer or
the Company, as applicable, shall provide to the Trustee the
certification required by Section
3.15 and the Trustee and any Custodian shall, promptly following
payment of the purchase price,
release to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the
exercise by the Company of its right to purchase the assets of
the Trust Fund, the Company shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the
Master Servicer or the Company, as applicable, anticipates that
the final distribution will be
made to Certificateholders (whether as a result of the exercise
by the Master Servicer or the
Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any
termination, specifying the anticipated Final Distribution Date
(which shall be a date that
would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their
Certificates to the Trustee (if so required by the terms hereof)
for payment of the final
distribution and cancellation, shall be given promptly by the
Master Servicer or the Company, as
applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the
Trustee (in any other case) by letter to Certificateholders
mailed not earlier than the 15th day
and not later than the 25th day of the month next preceding the
month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon
which final payment of the Certificates is anticipated to be made
upon presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, and (A) in the case of
the Class A Certificates (other than the Class A-6
Certificates), Class M Certificates and Class R Certificates,
that payment will be made
only upon presentation and surrender of the Certificates at the
office or agency of the
Trustee therein specified and (B) in the case of Class A-6
Certificates, that such
Certificates shall be delivered to the Trustee no later than 30
days following the anticipated Final Distribution Date.
If the Master Servicer or the Company, as applicable, is
obligated to give notice to Certificateholders as aforesaid, it
shall give such notice to the Certificate Registrar at the
time such notice is given to Certificateholders. In the event
such notice is given by the Master Servicer or the Company, the
Master Servicer or the Company, as applicable, shall deposit
in the Certificate Account before the Final Distribution Date in
immediately available funds an amount equal to the purchase price
for the assets of the Trust Fund computed as above provided.
(c) In the case of the Class A Certificates (other than the
Class A-6 Certificates), Class M and the Class R Certificates,
upon presentation and surrender of the Certificates by the
Certificateholders thereof, and in the case of the Class A-6
Certificates, without any such presentation, the Trustee shall
distribute to the Certificateholders (i) the amount otherwise
distributable on such Distribution Date, if not in connection
with the Master Servicer's or the Company's election to
repurchase, or (ii) if the Master Servicer or the Company elected
to so repurchase, an amount determined as follows: (A) with
respect to each Certificate the outstanding Certificate Principal
Balance thereof, plus one month's Accrued Certificate Interest
and any previously unpaid Accrued Certificate Interest, subject
to the priority set forth in Section 4.02(a), and (B) with
respect to the Class R Certificates, any excess of the amounts
available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over
the total amount distributed under the immediately
preceding clause (A). Each Holder of a Class A-6 Certificate, by
its acceptance thereof, shall be deemed to agree to, and shall,
deliver such Certificates held by such Holder to the Trustee
no later than 30 days following receipt of the final distribution
in respect thereof.
(d) In the event that any Certificateholders shall not
surrender their Certificates for final payment and cancellation
on or before the Final Distribution Date (if so required by
the terms hereof), the Trustee shall on such date cause all funds
in the Certificate Account not distributed in final distribution
to Certificateholders to be withdrawn therefrom and credited
to the remaining Certificateholders by depositing such funds in a
separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable
(if it exercised its right to purchase the assets of the Trust
Fund), or the Trustee (in any
other case) shall give a second written notice to the remaining
Certificateholders to surrender
their Certificates for cancellation and receive the final
distribution with respect thereto. If
within six months after the second notice any Certificate shall
not have been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the
Company, as applicable, to contact the remaining
Certificateholders concerning surrender of
their Certificates. The costs and expenses of maintaining the
escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in the escrow account. If
within nine months after the second notice any Certificates shall
not have been surrendered for
cancellation, the Trustee shall pay to the Master Servicer or the
Company, as applicable, all
amounts distributable to the holders thereof and the Master
Servicer or the Company, as
applicable, shall thereafter hold such amounts until distributed
to such holders. No interest
shall accrue or be payable to any Certificateholder on any amount
held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result
of such Certificateholder's
failure to surrender its Certificate(s) for final payment thereof
in accordance with this
Section 9.01.
Section 9.02. Termination of REMIC II.
REMIC II shall be terminated on the earlier of the Final
Distribution Date and the date on
which it is deemed to receive the last deemed distributions on
the Uncertificated REMIC I
Regular Interests and the last distribution due on the Class A,
Class M, Class B and Class R-II
Certificates is made.
Section 9.03. Additional Termination Requirements.
(a) REMIC I and REMIC II, as the case may be, shall be
terminated in accordance with
the following additional requirements, unless the Trustee and the
Master Servicer have received
an Opinion of Counsel (which Opinion of Counsel shall not be an
expense of the Trustee) to the
effect that the failure of REMIC I or REMIC II, as the case may
be, to comply with the
requirements of this Section 9.03 will not (i) result in the
imposition on the Trust of taxes on
"prohibited transactions," as described in Section 860F of the
Code, or (ii) cause either REMIC
I or REMIC II to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day
liquidation period for
REMIC I or REMIC II, as the case may be, and specify the first
day of such period in a
statement attached to the Trust Fund's final Tax Return pursuant
to Treasury regulations
Section 1.860F-1. The Master Servicer also shall satisfy all of
the requirements of a
qualified liquidation for REMIC I or REMIC II, as the case may
be, under Section 860F of
the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-
day liquidation period and, at or prior to the time of making of
the final payment on the
Certificates, the Trustee shall sell or otherwise dispose of all
of the remaining assets
of the Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right
to purchase the assets of
the Trust Fund, the Master Servicer shall, during the 90-day
liquidation period and at or
prior to the Final Distribution Date, purchase all of the assets
of the Trust Fund for
cash; provided, however, that in the event that a calendar
quarter ends after the
commencement of the 90-day liquidation period but prior to the
Final Distribution Date,
the Master Servicer shall not purchase any of the assets of the
Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby
irrevocably approves and appoints the Master Servicer as its
attorney-in-fact to adopt a plan of complete liquidation for
REMIC I and REMIC II at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The Master Servicer shall make an election to treat each
of REMIC I and REMIC II as a REMIC under the Code and, if
necessary, under applicable state law. Each such election
will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state
return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. For the
purposes of the REMIC I election in
respect of the Trust Fund, Uncertificated REMIC I Regular
Interests shall be designated as the
"regular interests" and the Class R-I Certificates shall be
designated as the sole class of
"residual interest" in REMIC I. For the purposes of the REMIC II
election in respect of the
Trust Fund, the Class A (other than the Class A-6, Class A-7 and
Class A-10 Certificates), Class
M Certificates, Class B Certificates, Class A-6 Component A,
Class A-6 Component B, Class A-7
Component A, Class A-7 Component B 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 the Class R-I
Certificates and the REMIC II Certificates, the Uncertificated
REMIC II Regular Interests and the Class R-II Certificates,
respectively.
(b) The Closing Date is hereby designated as the "startup
day" of the Trust Fund within the meaning of Section 860G(a)(9)
of the Code.
(c) Residential Funding Corporation shall hold a 0.01%
Percentage Interest of each of
the Class R-I and R-II Certificates and shall be designated as
the tax matters person with
respect to REMIC I and REMIC II in the manner provided under
Treasury regulations section
1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. Residential Funding
Corporation, as tax matters person, shall (i) act on behalf of
REMIC I and REMIC II in relation
to any tax matter or controversy involving the Trust Fund and
(ii) represent the Trust Fund in
any administrative or judicial proceeding relating to an
examination or audit by any
governmental taxing authority with respect thereto. The legal
expenses, including without
limitation attorneys' or accountants' fees, and costs of any such
proceeding and any liability
resulting therefrom shall be expenses of the Trust Fund and
Residential Funding Corporation
shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10
unless such legal expenses and
costs are incurred by reason of Residential Funding Corporation's
willful misfeasance, bad faith
or gross negligence. If Residential Funding is no longer the
Master Servicer hereunder
Residential Funding shall be paid reasonable compensation by any
successor Master Servicer
hereto for so acting as "tax matters person."
(d) The Master Servicer shall prepare or cause to be prepared
all of the Tax Returns
that it determines are required with respect to either REMIC I or
REMIC II created hereunder and
deliver such Tax Returns in a timely manner to the Trustee and
the Trustee shall sign and file
such Tax Returns in a timely manner. The expenses of preparing
such returns shall be borne by
the Master Servicer without any right of reimbursement therefor.
The Master Servicer agrees to
indemnify and hold harmless the Trustee with respect to any tax
or liability arising from the
Trustee's signing of Tax Returns that contain errors or
omissions.
(e) The Master Servicer shall provide (i) to any Transferor
of a Class R-I or R-II
Certificate such information as is necessary for the application
of any tax relating to the
transfer of a Class R-I and R-II Certificate to any Person who is
not a Permitted Transferee,
(ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or
reports as are required by the Code or the REMIC Provisions
including reports relating to
interest, original issue discount and market discount or premium
(using the Prepayment
Assumption) and (iii) to the Internal Revenue Service the name,
title, address and telephone
number of the person who will serve as the representative of each
of REMIC I and REMIC II.
(f) The Master Servicer shall take such actions and shall
cause each of REMIC I and
REMIC II created hereunder to take such actions as are reasonably
within the Master Servicer's
control and the scope of its duties more specifically set forth
herein as shall be necessary to
maintain the status thereof as REMICs under the REMIC Provisions
(and the Trustee shall assist
the Master Servicer, to the extent reasonably requested by the
Master Servicer to do so). The
Master Servicer shall not knowingly or intentionally take any
action, cause each of REMIC I and
REMIC II to take any action or fail to take (or fail to cause to
be taken) any action reasonably
within its control and the scope of duties more specifically set
forth herein, that, under the
REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of
each of REMIC I and REMIC II as a REMIC or (ii) result in the
imposition of a tax upon each of
REMIC I and REMIC II (including but not limited to the tax on
prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section
860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Master Servicer
receives an Opinion of Counsel (at the expense of the party
seeking to take such action or, if
such party fails to pay such expense, and the Master Servicer
determines that taking such action
is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Master Servicer
or the Trustee) to the effect
that the contemplated action will not, with respect to each of
REMIC I and REMIC II created
hereunder, endanger such status or, unless the Master Servicer
determines in its sole discretion
to indemnify the Trust Fund against such tax, result in the
imposition of such a tax. The
Trustee shall not take or fail to take any action (whether or not
authorized hereunder) as to
which the Master Servicer has advised it in writing that it has
received an Opinion of Counsel
to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition,
prior to taking any action with respect to REMIC I and REMIC II
or its assets, or causing REMIC
I and REMIC II to take any action, which is not expressly
permitted under the terms of this
Agreement, the Trustee will consult with the Master Servicer or
its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event
to occur with respect to REMIC
I and REMIC II, and the Trustee shall not take any such action or
cause REMIC I and REMIC II to
take any such action as to which the Master Servicer has advised
it in writing that an Adverse
REMIC Event could occur. The Master Servicer may consult with
counsel to make such written
advice, and the cost of same shall be borne by the party seeking
to take the action not
expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer.
At all times as may be required by the Code, the Master Servicer
will to the extent within its
control and the scope of its duties more specifically set forth
herein, maintain substantially
all of the assets of REMIC I and REMIC II as "qualified
mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of REMIC I or
REMIC II created hereunder as defined in Section 860F(a)(2) of
the Code, on "net income from
foreclosure property" of REMIC I or REMIC II as defined in
Section 860G(c) of the Code, on any
contributions to REMIC I or REMIC II after the Startup Day
therefor pursuant to Section 860G(d)
of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or
local tax laws, such tax shall be charged (i) to the Master
Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its
obligations under this Agreement
or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against
such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee
of any of its obligations under this Agreement, or otherwise
(iii) against amounts on deposit in
the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued
Certificate Interest on each Class entitled thereto in the same
manner as if such taxes
constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal
income tax purposes, maintain books and records with respect to
REMIC I and REMIC II on a calendar year and on an
accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer
nor the Trustee shall
accept any contributions of assets to REMIC I and REMIC II unless
the Master Servicer and the
Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make
such contribution) to the effect that the inclusion of such
assets in REMIC I and REMIC II will
not cause REMIC I and REMIC II to fail to qualify as REMICs at
any time that any Certificates
are outstanding or subject REMIC I and REMIC II to any tax under
the REMIC Provisions or other
applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall enter
into any arrangement by
which REMIC I and REMIC II will receive a fee or other
compensation for services nor permit
either such REMIC to receive any income from assets other than
"qualified mortgages" as defined
in Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of
the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury
regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of
each Class of Certificates representing a regular interest in
REMIC II and the Uncertificated
Principal Balance of each Uncertificated REMIC I Regular Interest
(other than each
Uncertificated REMIC I Regular Interest Z) would be reduced to
zero is July 25, 2025, which is
the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
The Maturity Date for each uncertificated REMIC I Regular
Interest Z and Uncertificated REMIC II
Regular Interest is the maturity date for the related Mortgage
Loan.
(l) Within 30 days after the Closing Date, the Master
Servicer shall prepare and file
with the Internal Revenue Service Form 8811, "Information Return
for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for REMIC I and
REMIC II.
(m) Neither the Trustee nor the Master Servicer shall sell,
dispose of or substitute
for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the bankruptcy of REMIC I and
REMIC II, (iii) the termination of REMIC I and REMIC II pursuant
to Article IX of this Agreement
or (iv) a purchase of Mortgage Loans pursuant to Article II or
III of this Agreement) nor
acquire any assets for REMIC I and REMIC II, nor sell or dispose
of any investments in the
Custodial Account or the Certificate Account for gain, nor accept
any contributions to REMIC I
and REMIC II after the Closing Date unless it has received an
Opinion of Counsel that such sale,
disposition, substitution or acquisition will not (a) affect
adversely the status of REMIC I and
REMIC II as REMICs or (b) unless the Master Servicer has
determined in its sole discretion to
indemnify the Trust Fund against such tax, cause REMIC I and
REMIC II to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the
REMIC Provisions.
Section 10.02. Master Servicer and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the
Company and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Company or the
Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
(b) The Master Servicer agrees to indemnify the Trust Fund,
the Company and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Company or the
Trustee, as a result of a breach of
the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from
the Trustee's execution of Tax Returns prepared by the Master
Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended
from time to time by the Company, the Master Servicer and the
Trustee, without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be
inconsistent with any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as
shall be necessary to maintain the qualification of the Trust
Fund as a REMIC at all times
that any Certificate is outstanding or to avoid or minimize the
risk of the imposition of
any tax on the Trust Fund pursuant to the Code that would be a
claim against the Trust
Fund, provided that the Trustee has received an Opinion of
Counsel to the effect that (A)
such action is necessary or desirable to maintain such
qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such
action will not adversely
affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or
the Certificate Account or to change the name in which the
Custodial Account is
maintained, provided that (A) the Certificate Account Deposit
Date shall in no event be
later than the related Distribution Date, (B) such change shall
not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any
Certificateholder and (C) such change shall not result in a
reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the
rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions
of Section 5.02(g) or any
other provision hereof restricting transfer of the Class R-I
Certificates and Class R-II
Certificates by virtue of their being the "residual interests" in
REMIC I and REMIC II,
respectively, provided that (A) such change shall not result in
reduction of the rating
assigned to any such Class of Certificates below the lower of the
then-current rating or
the rating assigned to such Certificates as of the Closing Date,
as evidenced by a letter
rom each Rating Agency to such effect, and (B) such change shall
not, as evidenced by an
Opinion of Counsel (at the expense of the party seeking so to
modify, eliminate or add
such provisions), cause either the Trust Fund or any of the
Certificateholders (other than
the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters
or questions arising
under this Agreement or such Custodial Agreement which shall not
be materially
inconsistent with the provisions of this Agreement, provided that
such action shall not,
as evidenced by an Opinion of Counsel, adversely affect in any
material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be
amended from time to time by
the Company, the Master Servicer and the Trustee with the consent
of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby for the purpose of adding any
provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of
modifying in any manner the rights of the Holders of Certificates
of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay
the timing of, payments which are required to be distributed on
any Certificate without the consent of the Holder of such
Certificate,
(ii) adversely affect in any material respect the
interest of the Holders of
Certificates of any Class in a manner other than as described in
clause (i) hereof without
the consent of Holders of Certificates of such Class evidencing,
as to such Class, Percentage Interests aggregating not less than
66%, or
(iii) reduce the aforesaid percentage of
Certificates of any Class the Holders
of which are required to consent to any such amendment, in any
such case without the
consent of the Holders of all Certificates of such Class then
outstanding.
(c) Notwithstanding any contrary provision of this Agreement,
the Trustee shall not
consent to any amendment to this Agreement unless it shall have
first received an Opinion of
Counsel (at the expense of the party seeking such amendment) to
the effect that such amendment
or the exercise of any power granted to the Master Servicer, the
Company or the Trustee in
accordance with such amendment will not result in the imposition
of a federal tax on the Trust
Fund or cause either REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the
Trustee shall furnish
written notification of the substance of such amendment to each
Certificateholder. It shall not
be necessary for the consent of Certificateholders under this
Section 11.01 to approve the
particular form of any proposed amendment, but it shall be
sufficient if such consent shall
approve the substance thereof. The manner of obtaining such
consents and of evidencing the
authorization of the execution thereof by Certificateholders
shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole
discretion, to obtain and deliver
to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety
bond, insurance policy or similar instrument or a reserve fund,
or any combination of the
foregoing, for the purpose of protecting the Holders of the Class
B Certificates against any or
all Realized Losses or other shortfalls. Any such instrument or
fund shall be held by the
Trustee for the benefit of the Class B Certificateholders, but
shall not be and shall not be
deemed to be under any circumstances included in the Trust Fund.
To the extent that any such
instrument or fund constitutes a reserve fund for federal income
tax purposes, (i) any reserve
fund so established shall be an outside reserve fund and not an
asset of the Trust Fund, (ii)
any such reserve fund shall be owned by the Company, and (iii)
amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts
distributed by the Trust Fund to the
Company or any successor, all within the meaning of proposed
Treasury Regulations Section
1.860G-1(h) as it reads as of the Cut-off Date. In connection
with the provision of any such
instrument or fund, this Agreement and any provision hereof may
be modified, added to, deleted
or otherwise amended in any manner that is related or incidental
to such instrument or fund or
the establishment or administration thereof, such amendment to be
made by written instrument
executed or consented to by the Company but without the consent
of any Certificateholder and
without the consent of the Master Servicer or the Trustee being
required unless any such
amendment would impose any additional obligation on, or otherwise
adversely affect the interests
of the Class A Certificateholders, the Class R
Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as
applicable; provided that the Company
obtains an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the
effect that any such amendment will not cause (a) any federal tax
to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on
"prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section
860G(d)(1) of the Code and (b) either REMIC I or REMIC II to fail
to qualify as a REMIC at any
time that any Certificate is outstanding. In the event that the
Company elects to provide such
coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation,
the Company may elect that the text of such amendment to this
Agreement shall be substantially
in the form attached hereto as Exhibit M (in which case
Residential Funding's Subordinate
Certificate Loss Obligation as described in such exhibit shall be
established by Residential
Funding's consent to such amendment) and that the limited
guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company
shall deem to be appropriate; it
being understood that the Trustee has reviewed and approved the
content of such forms and that
the Trustee's consent or approval to the use thereof is not
required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement
is subject to
recordation in all appropriate public offices for real property
records in all the counties or
other comparable jurisdictions in which any or all of the
properties subject to the Mortgages
are situated, and in any other appropriate public recording
office or elsewhere, such
recordation to be effected by the Master Servicer and at its
expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to
at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of
Counsel to the effect that such
recordation materially and beneficially affects the interests of
the Certificateholders.
(b) For the purpose of facilitating the recordation of this
Agreement as herein
provided and for other purposes, this Agreement may be executed
simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such
counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall
not operate to terminate
this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding
in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights,
obligations and liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except
as expressly provided
herein) or in any manner otherwise control the operation and
management of the Trust Fund, or
the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to
time as partners or members of an association; nor shall any
Certificateholder be under any
liability to any third person by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of
any provision of this
Agreement to institute any suit, action or proceeding in equity
or at law upon or under or with
respect to this Agreement, unless such Holder previously shall
have given to the Trustee a
written notice of default and of the continuance thereof, as
hereinbefore provided, and unless
also the Holders of Certificates of any Class evidencing in the
aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made
written request upon the Trustee
to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses
and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its
receipt of such notice, request and offer of indemnity, shall
have neglected or refused to
institute any such action, suit or proceeding it being understood
and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class
shall have any right in any
manner whatever by virtue of any provision of this Agreement to
affect, disturb or prejudice the
rights of the Holders of any other of such Certificates of such
Class or any other Class, or to
obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any
right under this Agreement, except in the manner herein provided
and for the common benefit of
Certificateholders of such Class or all Classes, as the case may
be. For the protection and
enforcement of the provisions of this Section 11.03, each and
every Certificateholder and the
Trustee shall be entitled to such relief as can be given either
at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and
construed in accordance with
the laws of the State of New York and the obligations, rights and
remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and
shall be deemed to have been
duly given if personally delivered at or mailed by registered
mail, postage prepaid (except for
notices to the Trustee which shall be deemed to have been duly
given only when received), to (a)
in the case of the Company, 8400 Normandale Lake Boulevard, Suite
700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may
hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10
Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Ms. Becker or
such other address as may be hereafter furnished to the Company
and the Trustee by the Master
Servicer in writing, (c) in the case of the Trustee, Bankers
Trust Company, Four Albany Street,
New York, New York 10006, Attention: Residential Funding
Corporation Series 1995-S10 or such
other address as may hereafter be furnished to the Company and
the Master Servicer in writing by
the Trustee, (d) in the case of Fitch, One State Street Plaza,
New York, New York 10004, or such
other address as may hereafter be furnished to the Company, the
Trustee and the Master Servicer
in writing by Fitch and (e) in the case of Standard & Poor's, 25
Broadway, New York, New York
10004 or such other address as may be hereafter furnished to the
Company, Trustee, and Master
Servicer by Standard & Poor's. Any notice required or permitted
to be mailed to a
Certificateholder shall be given by first class mail, postage
prepaid, at the address of such
holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating Agency and the Subservicer
at such time as it is otherwise required pursuant to this
Agreement
to give notice of the occurrence of, any of the events described
in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master
Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's
blanket fidelity bond
and the errors and omissions insurance policy
required by Section 3.12 or the cancellation
or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the
Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to
Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or
the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to
the Holders of any
Class of Certificates resulting from the failure by
the Master Servicer to make an Advance
pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence
of the events described in
clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each
Rating Agency and the Subservicer of any such event known to the
Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement
shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the
Holders thereof.
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their
names to be signed hereto by their respective officers thereunto
duly authorized and their
respective seals, duly attested, to be hereunto affixed, all as
of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:/s/ Bruce J. Legan
Name: Bruce J. Legan
Title: Director
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
Attest:/s/ Bruce J. Legan
Name: Bruce J. Legan
Title: Director
BANKERS TRUST COMPANY, as Trustee
[Seal]
By:/s/ Holly A. Holland
Name: Holly A. Holland
Title: Assistant Vice President
Attest:/s/ Katherine M. Keller
Name: Katherine M. Keller
Title: Assistant Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of July, 1995 before me, a
notary public in and for said State, personally appeared Bruce J.
Legan, known to me to be a Vice President of Residential
Funding Mortgage Securities I, Inc., one of the corporations that
executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of July, 1995 before me, a
notary public in and for said State, personally appeared Diane
S. Wold, known to me to be a Director of Residential Funding
Corporation, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it
on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the 31st day of July, 1995 before me, a
notary public in and for said
State, personally appeared _____________________
_____________, known to me to be a Vice President of Bankers
Trust Company, the national banking
association that executed the within instrument, and also known
to me to be the person who executed
it on behalf of said corporation, and acknowledged to me that
such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED
UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR TRANSFERRED IN TRANSACTIONS
WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER
APPLICABLE STATE LAW AND IS TRANSFERRED
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY
FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS JULY 31, 1995. ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 300% OF THE
STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), [AND ASSUMING A
CONSTANT PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH
RATE,] THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF
[INITIAL CERTIFICATE PRINCIPAL
BALANCE] [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: ___%]
July 1, 1995
Aggregate [Initial Certificate
Principal Balance]
First Distribution Date: [Notional Amount] of the Class
A-__ Certificates:
August 25, 1995 $_____________]
[Class A-3 Component A: $__________
Class A-3 Component B: $__________
Class A-6 Component A: $__________
Class A-6 Component B: $
Class A-7 Component A: $__________
Class A-7 Component B: $__________]
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
July 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S10
evidencing a percentage interest in the distributions
allocable to the Class A-__ Certificates with respect to a Trust
Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does
not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their
affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured
by any governmental agency or instrumentality or by Residential
Funding Mortgage Securities I,
Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage
Corporation or any of their affiliates will
have any obligation with respect to any certificate or other
obligation secured by or payable from
payments on the Certificates.
This certifies that
_____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate [(obtained
by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal
Balance of all Class A-___ Certificates, both as specified
above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified
above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company, as
trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to
Holders of Class A-__ Certificates on such Distribution Date.
[The Notional Amount of Class A-6
Component B as of any date of determination is equal to 93.54% of
the sum of (a) 9/75th of the
aggregate Certificate Principal Balance of the Class A-1
Certificates as of such date, (b) 6/25th
of the aggregate Certificate Principal Balance of the Class A-2
Certificates as of such date and
(c) 1/25th of the aggregate Certificate Principal Balance of the
Class A-4 Certificates as of such
date.] [The Notional Amount of Class A-7 Component B as of any
date of determination is equal to
6.46% of the sum of (a) 9/75th of the aggregate Certificate
Principal Balance of the Class A-1
Certificates as of such date, (b) 6/25th of the aggregate
Certificate Principal Balance of the
Class A-2 Certificates as of such date and (c) 1/25th of the
aggregate Certificate Principal
Balance of the Class A-4 Certificates as of such date.] [The
Notional Amount of the Class A-10
Certificates as of any date of determination will equal the
aggregate Certificate Principal Balance
of the Certificates of all classes (including the Class M
Certificates and Class B Certificates)
as of such date.] [The Class A-10 Certificates have no
Certificate Principal Balance.]
Distributions on this Certificate will be made
either by the Master Servicer acting on behalf of the Trustee or
by a Paying Agent appointed by the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New
York. [The Initial Certificate Principal Balance of this
Certificate and the amounts of Class A-3 Component A, Class A-3
Component B, Class A-6 Component A, Class A-6 Component
B, Class A-7 Component A and Class A-7 Component B are set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of distributions allocable to principal and any
Realized Losses allocable hereto.]
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes designated as
Mortgage Pass-Through Certificates of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or the Certificate Account created for
the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Company, the
Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of
the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain
Classes of Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued
to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the Company, the
Master Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created thereby
shall terminate upon the payment to Certificateholders of all
amounts held by or on behalf of the Trustee and required to be
paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan
and (ii) the purchase by the Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting
early retirement of the Certificates. The Agreement permits, but
does not require, the Master Servicer or the Company to (i)
purchase at a price determined as provided in the Agreement all
remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all
of the Certificates from the Holders thereof; provided, that any
such option may only be exercised if the Pool Stated Principal
Balance of the Mortgage Loans as of the Distribution Date upon
which the proceeds of any such purchase are distributed is less
than ten percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse hereof,
which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of authentication hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly
executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or
typewrite name and address including postal zip code of assignee)
a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar
to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the
following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to
This information is provided by
, the assignee
named above, or , as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES AND CLASS R-I CERTIFICATES [AND] CLASS R-II
CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE, OR TO
ANY PERSON WHO IS USING "PLAN ASSETS" OF ANY
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL OR CERTIFICATION PURSUANT TO
SECTION 5.02(f) OF THE AGREEMENT SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN
ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS
CERTIFICATE IS JULY 31, 1995. BASED ON PROPOSED OID REGULATIONS
PUBLISHED IN THE FEDERAL REGISTER ON DECEMBER
22, 1992 AND ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 300% OF
THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED
UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ 7.50% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
July 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
August 25, 1995
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S10
evidencing a percentage interest in any distributions
allocable to the Class M-__ Certificates with respect to the
Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does
not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their
affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured
by any governmental agency or instrumentality or by Residential
Funding Mortgage Securities I,
Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage
Corporation or any of their affiliates will
have any obligation with respect to any certificate or other
obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is
the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal
Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class M-__
Certificates, both as specified above) in certain distributions
with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities
I, Inc. (hereinafter called the "Company," which term includes
any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates
on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer acting on behalf of the Trustee or
by a Paying Agent appointed by the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check
mailed to the address of the Person entitled thereto, as such
name and address shall appear on the Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes designated as
Mortgage Pass-Through Certificates of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such advance is reimbursable to the
Master Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or the Certificate Account created for
the benefit of Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Company, the
Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the
Certificates and, in certain additional circumstances, without
the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon
surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of
transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued
to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the Company, the
Master Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all
amounts held by or on behalf of the Trustee and required to be
paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the
Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but
does not require, the Master Servicer or the Company to (i)
purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any
Mortgage Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or
typewrite name and address including postal zip code of assignee)
a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration
of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar
to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the
following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to
This information is provided by
, the assignee
named above, or , as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES, CLASS R-I CERTIFICATES, CLASS R-II CERTIFICATES
AND CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS
DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED, ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE"), OR TO ANY
PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE
THIS CERTIFICATE, UNLESS THE
TRANSFEREE PROVIDES AN OPINION OF COUNSEL OR CERTIFICATION
PURSUANT TO SECTION 5.02(f) OF THE
AGREEMENT SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND
THE TRUSTEE THAT THE PURCHASE OF
THIS CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH
PLAN IS PERMISSIBLE UNDER
APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION 406 OF ERISA
OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE COMPANY OR THE TRUSTEE
TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY
FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS JULY 31, 1995. BASED ON PROPOSED OID
REGULATIONS PUBLISHED IN THE FEDERAL
REGISTER ON DECEMBER 22, 1992 AND ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 300% OF THE STANDARD
PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN
$____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
COMPUTED UNDER THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT
A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 7.50 % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
July 1, 1995 Date:
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1995
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S10
evidencing a percentage interest in any distributions
allocable to the Class B-__ Certificates with respect to the
Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and
sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does
not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their
affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured
by any governmental agency or instrumentality or by Residential
Funding Mortgage Securities I,
Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage
Corporation or any of their affiliates will
have any obligation with respect to any certificate or other
obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage
Securities I, Inc. is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate Certificate Principal Balance
of all Class B-__ Certificates, both as specified above) in
certain distributions with respect to
a Trust Fund consisting primarily of a pool of conventional one-
to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity
under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the "Trustee"), a
summary of certain of the
pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to
the Person in whose name this Certificate is registered at the
close of business on the last day
(or if such last day is not a Business Day, the Business Day
immediately preceding such last day)
of the month next preceding the month of such distribution (the
"Record Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class B Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be
made unless such transfer is
exempt from the registration requirements of the Securities Act
of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said Act and laws. In the event
that such a transfer is to be made, (i) the Trustee or the
Company may require an opinion of
counsel acceptable to and in form and substance satisfactory to
the Trustee and the Company that
such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is
being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and
of any applicable statute of any state and (ii) the transferee
shall execute an investment letter
in the form described by the Agreement. The Holder hereof
desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Company, the
Master Servicer and the
Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the
transfer is not so exempt or is not made in accordance with such
Federal and state laws. In
connection with any such transfer, the Trustee will also require
(i) a representation letter, in
the form as described by the Agreement, stating that the
transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of
the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Section 4975 of the
Internal Revenue Code (the
"Code"), an investment manager, a named fiduciary or any other
person using "plan assets" of any
such plan to effect such acquisition (a "Plan Investor") or (ii)
if such transferee is a Plan
Investor, an opinion of counsel acceptable to and in form and
substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the
permissibility of such transfer
under ERISA and Section 4975 of the Code and stating, among other
things, that the transferee's
acquisition of a Class B Certificate will not constitute or
result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all
amounts held by or on behalf of the Trustee and required to be
paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the
Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but
does not require, the Master Servicer or the Company to (i)
purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any
Mortgage Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon
has been executed by the
Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated:
BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or
typewrite name and address including postal zip code of assignee)
a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration
of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar
to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the
following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to
This information is provided by
, the assignee
named above, or , as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS
DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "RESIDUAL INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE PROHIBITED
TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE CODE, OR TO ANY PERSON WHO IS
USING "PLAN ASSETS" OF ANY SUCH
PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE PROVIDES
AN OPINION OF COUNSEL SATISFACTORY
TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE
PURCHASE OF THIS CERTIFICATE BY, ON
BEHALF OF, OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION 406
OF ERISA OR SECTION 4975 OF THE
CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY OBLIGATION OR
LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE
DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT
TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) OR (C)
BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D)
AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE FINANCIAL CONDITION OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT
OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS CERTIFICATE. EACH HOLDER OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
Certificate No. ___ 7.50% Pass-Through Rate
Class [R-I] [R-II] Senior Aggregate Initial Certificate
Principal Balance of the Class
[R-I] [R-II] Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
July 1, 1995 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
July 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S10
evidencing a percentage interest in any distributions
allocable to the Class [R-I] [R-II] Certificates with respect to
REMIC I. REMIC I is a part of a Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I,INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does
not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their
affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured
by any governmental agency or instrumentality or by Residential
Funding Mortgage Securities I,
Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates.
None of the Company, the Master Servicer, GMAC Mortgage
Corporation or any of their affiliates will
have any obligation with respect to any certificate or other
obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is
the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate
Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all
Class [R-I] [R-II] Certificates, both as specified above) in
certain distributions with respect to
a REMIC I. REMIC I is a part of a Trust Fund consisting
primarily of a pool of conventional one-
to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund and REMIC I
were created pursuant to a Pooling and Servicing Agreement dated
as specified above (the
"Agreement") among the Company, the Master Servicer and Bankers
Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To
the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions
of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class [R-I] [R-II] Certificates on such Distribution
Date.
Each Holder of this Certificate will be deemed
to have agreed to be bound by
the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring
any Ownership Interest in this Certificate must be a United
States Person and a Permitted
Transferee, (ii) the transfer of any Ownership Interest in this
Certificate will be conditioned
upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any
Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null
and void and will vest no rights in the purported transferee, and
(iv) if any person other than a
United States Person and a Permitted Transferee acquires any
Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the
right, in its sole discretion and
without notice to the Holder of this Certificate, to sell this
Certificate to a purchaser selected
by the Company, which purchaser may be the Company, or any
affiliate of the Company, on such terms
and conditions as the Company may choose.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of distributions
allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of
the Certificate Principal Balance hereof to zero, this
Certificate will remain outstanding under
the Agreement and the Holder hereof may have additional
obligations with respect to this
Certificate, including tax liabilities, and may be entitled to
certain additional distributions
hereon, in accordance with the terms and provisions of the
Agreement.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all
amounts held by or on behalf of the Trustee and required to be
paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the
Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but
does not require, the Master Servicer or the Company to (i)
purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any
Mortgage Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for
all purpose have the same effect
as if set forth at this place.
Unless the certificate of authentication hereon
has been executed by the
Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly
executed.
Dated: BANKERS TRUST COMPANY, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II]
Certificates referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or
typewrite name and address including postal zip code of assignee)
a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration
of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar
to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the
following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to
This information is provided by
, the assignee
named above, or , as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and
supplemented from time to time, the "Agreement"), dated as of
July 1, 1995, by and among BANKERS TRUST COMPANY, as Trustee
(including its successors under the Pooling Agreement defined
below, the "Trustee"), RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC. (together with any successor in
interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any
successor in interest or successor under
the Pooling Agreement referred to below, the "Master Servicer"),
and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with
any successor in interest or any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and
the Trustee have entered into a Pooling and Servicing Agreement
dated as of July 1, 1995, relating to the issuance of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1995-S10 (as in
effect on the date of this agreement, the "Original Pooling
Agreement," and as amended and supplemented from time to time,
the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as
agent for the Trustee for the purposes of receiving and holding
certain documents and other instruments delivered by the Company
and the Master Servicer under the Pooling Agreement, all upon the
terms and conditions and subject to the limitations hereinafter
set forth;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants and agreements hereinafter set forth,
the Trustee, the Company, the Master Servicer and the Custodian
hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not
defined herein shall have the meanings assigned in the Original
Pooling Agreement, unless otherwise required by the context
herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent;
Acceptance of Mortgage Files. The Custodian, as the duly
appointed agent of the Trustee for these purposes, acknowledges
receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the
"Mortgage Files") and declares that it holds and will hold the
Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If
any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been
recorded, each such assignment shall be delivered by the
Custodian to the Company for the purpose
of recording it in the appropriate public office for real
property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for
real property records each such assignment and, upon receipt
thereof from such public office, shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the
Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of
a Mortgage File for each Mortgage Loan listed on the Schedule
attached hereto (the "Mortgage Loan
Schedule").
(b) Within 45 days of the initial issuance of
the Certificates, the Custodian
agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall deliver to the Trustee an
Interim Certification in the form annexed hereto as Exhibit Two
to the effect that all documents
required to be delivered pursuant to Section 2.01(b) of the
Pooling Agreement have been executed
and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification.
Within 45 days of receipt of the documents required to be
delivered pursuant to Section 2.01(c) of
the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and
shall deliver to the Trustee either (i) an Interim Certification
in the form attached hereto as
Exhibit Two to the effect that all such documents relate to the
Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim
Certification or (ii) a Final Certification as set forth in
subsection (c) below. The Custodian
shall be under no duty or obligation to inspect, review or
examine said documents, instruments,
certificates or other papers to determine that the same are
genuine, enforceable, or appropriate
for the represented purpose or that they have actually been
recorded or that they are other than
what they purport to be on their face. If in performing the
review required by this Section 2.3
the Custodian finds any document or documents constituting a part
of a Mortgage File to be
defective in any material respect, the Custodian shall promptly
so notify the Company, the Master
Servicer and the Trustee. Upon receipt of written notification
from the Master Servicer, signed
by a Servicing Officer, that the Master Servicer or a
Subservicer, as the case may be, has made a
deposit into the Certificate Account in payment for the purchase
of the related Mortgage Loan in
an amount equal to the Purchase Price for such Mortgage Loan, the
Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to
be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in
the form annexed hereto as Exhibit
Three evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the
Trustee, the Custodian shall as soon
as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage
Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation
or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by a Seller in a Seller's
Agreement or by Residential Funding or the Company in the
Assignment Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall
give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or
payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that
payment in full will be escrowed in a manner customary for such
purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which
certification shall include a statement
to the effect that all amounts received or to be received in
connection with such payment which are
required to be deposited in the Custodial Account pursuant to
Section 3.07 of the Pooling Agreement
have been or will be so deposited) of a Servicing Officer and
shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such
certification and request, promptly to
release to the Master Servicer the related Mortgage File. The
Master Servicer shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage Note
and other documents constituting the
Mortgage File with respect to any Qualified Substitute Mortgage
Loan.
From time to time as is appropriate for the
servicing or foreclosures of any
Mortgage Loan, including, for this purpose, collection under any
Primary Insurance Policy or any
Mortgage Pool Insurance Policy, the Master Servicer shall deliver
to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any
document constituting part, of the
Mortgage File be released to the Master Servicer and certifying
as to the reason for such release
and that such release will not invalidate any insurance coverage
provided in respect of the
Mortgage Loan under any of the Required Insurance Policies. With
such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a Servicing Officer on behalf of
the Master Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage
File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File
or any document therein so released to be returned to the
Custodian when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered to an
attorney, or to a public trustee
or other public official as required by law, for purposes of
initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-
judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which such Mortgage File or such
document was delivered and the purpose or purposes of such
delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver the
Trust Receipt with respect thereto
to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Custodial Account
as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the
event that any assumption
agreement or substitution of liability agreement is entered into
with respect to any Mortgage Loan
subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the
Master Servicer shall notify the Custodian that such assumption
or substitution agreement has been
completed by forwarding to the Custodian the original of such
assumption or substitution agreement,
which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part
of such Mortgage File to the same extent as all other documents
and instruments constituting parts
thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of
the Trustee. With respect to each Mortgage Note, Mortgage and
other documents constituting each Mortgage File which are
delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee and
has no instructions to hold any Mortgage Note or Mortgage for the
benefit of any person other than
the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement,
no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the
Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Company
hereby agrees to indemnify and
hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees or
charges of any character or nature,
which the Custodian may incur or with which the Custodian may be
threatened by reason of its acting
as custodian under this Agreement, including indemnification of
the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian
has been approved by the Company,
and the cost of defending any action, suit or proceedings or
resisting any claim. Notwithstanding
the foregoing, it is specifically understood and agreed that in
the event any such claim,
liability, loss, action, suit or proceeding or other expense, fee
or charge shall have been caused
by reason of any negligent act, negligent failure to act or
willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of its
duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates.
The Custodian in its individual
or any other capacity may become the owner or pledgee of
Certificates with the same rights it would
have if it were not Custodian.
Section 3.4. Master Servicer to Pay
Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian
shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and
performance of any of the powers and duties hereunder of the
Custodian, and the Master Servicer
will pay or reimburse the Custodian upon its request for all
reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any
of the provisions of this
Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel
and of all persons not regularly in its employ), except any such
expense, disbursement or advance
as may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May
Remove Custodian. The
Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and
duties relate to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of
resignation, the Trustee shall either take custody of the
Mortgage Files itself and give prompt
notice thereof to the Company, the Master Servicer and the
Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of which instrument shall be
delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall
not have taken custody of the Mortgage Files and no successor
Custodian shall have been so
appointed and have accepted appointment within 30 days after the
giving of such notice of
resignation, the resigning Custodian may petition any court of
competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any
time. In such event, the Trustee
shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian
hereunder. Any successor Custodian shall be a depository
institution subject to supervision or
examination by federal or state authority and shall be able to
satisfy the other requirements
contained in Section 3.7 and shall be unaffiliated with the
Master Servicer or the Company.
Any resignation or removal of the Custodian and
appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the
Company and the Master Servicer of the appointment of any
successor Custodian. No successor
Custodian shall be appointed by the Trustee without the prior
approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of
Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting
from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the
successor of the Custodian hereunder,
without the execution or filing of any paper or any further act
on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian.
The Custodian hereby
represents that it is a depository institution subject to
supervision or examination by a federal
or state authority, has a combined capital and surplus of at
least $10,000,000 and is qualified to
do business in the jurisdictions in which it will hold any
Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests,
consents and demands and other communications required under this
Agreement or pursuant to any other instrument or document
delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram
or telex, or by registered or certified mail, postage prepaid,
return receipt requested, at the addresses specified on the
signature page hereof (unless changed
by the particular party whose address is stated herein by similar
notice in writing), in which case
the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or
amendment of or supplement to
this Agreement shall be valid or effective unless the same is in
writing and signed by all parties
hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment
hereof except as permitted by the Pooling Agreement. The Trustee
shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement
and furnish the Custodian with
written copies thereof.
Section 4.3. Governing Law. This Agreement
shall be deemed a contract made under the laws of the State of
New York and shall be construed and enforced in accordance with
and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the
extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction
by the Trustee (pursuant to the request of holders of
Certificates evidencing undivided interests
in the aggregate of not less than 25% of the Trust Fund), but
only upon direction accompanied by
an Opinion of Counsel reasonably satisfactory to the Master
Servicer to the effect that the failure
to effect such recordation is likely to materially and adversely
affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation
of this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
Section 4.5. Severability of Provisions. If
any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions
of this Agreement or of the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: BANKERS TRUST COMPANY, as Trustee
Four Albany Street
New York, NY 10006
Attention: Residential Funding Corporation
Series 1995-S10
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of July, 1995, before me, a notary public
in and for said State,
personally appeared _______________________, known to me to be a
Vice President of Bankers Trust
Company, a New York banking corporation that executed the within
instrument, and also known to me to be the person who executed it
on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 31st day of July, 1995, before me, a notary public
in and for said State, personally appeared Kathleen Marshall,
known to me to be a Trust Officer of Norwest Bank
Minnesota, National Association, a national banking association
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said national
banking association, and acknowledged to me that such national
banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 31st day of July, 1995, before me, a notary public
in and for said State,
personally appeared ________________, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one
of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On the 31st day of July, 1995, before me, a notary public
in and for said State,
personally appeared ________________, known to me to be a
Director of Residential Funding Corporation, one of the
corporations that executed the within instrument, and also known
to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
July 31, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
Re: Custodial Agreement dated as of July 1, 1995, by and
among Bankers Trust Company,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation
and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through
Certificates, Series 1995-S10
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject
to Section 2.02 of the Pooling Agreement, the undersigned, as
Custodian, hereby certifies that
it has received a Mortgage File (which contains an original
Mortgage Note) to the extent
required in Section 2.01(b) of the Pooling Agreement with respect
to each Mortgage Loan listed
in the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
Re: Custodial Agreement dated as of July 1, 1995, by and
among Bankers Trust Company,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation
and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through
Certificates, Series 1995-S10
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent
required pursuant to Section 2.01(b) of the Pooling Agreement
with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, and it has reviewed the
Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents
have been executed and received
and that such documents related to the Mortgage Loans identified
on the Mortgage Loan Schedule,
with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned
to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
Re: Custodial Agreement dated as of July 1, 1995, by and
among Bankers Trust Company,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation
and Norwest Bank Minnesota, National Association,
Mortgage Pass-Through
Certificates, Series 1995-S10
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule
containing (I) with respect to each such Mortgage Loan (other
than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person
endorsing it to the Trustee or an original lost note affidavit
from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of
the Mortgage certified by the public recording office in which
such mortgage has been
recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording
indicated thereon or a copy of such assignment certified by the
public recording office in
which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original
recorded assignment or assignments of the Mortgage showing an
unbroken chain of title from
the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment
or assignments of the Mortgage certified by the public
recording office in which such
assignment or assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan
agreement, if any, relating to such Mortgage Loan or a copy of
each modification, assumption
agreement or preferred loan agreement certified by the public
recording office in which such
document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee
and showing an unbroken chain of endorsements from the originator
thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost
note affidavit from the related Seller or Residential Funding
stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to
the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of
title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative
Stock pledged with respect to such Cooperative Loan, together
with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the
mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement,
and any continuation
statements, filed by the originator of such Cooperative Loan as
secured party, each with
evidence of recording thereof, evidencing the interest of the
originator under the Security
Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in
clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause
(iv) above, showing an unbroken chain of title from the
originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the
Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each in a form sufficient for
filing, evidencing the interest of such debtors in the
Cooperative Loans.
Capitalized words and phrases used herein shall have the
respective meanings assigned
to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 07/18/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 10.12.54 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S10
CUTOFF : 07/01/95
POOL : 0004174
:
:
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 #
_________________________________________________________________
_____________
1390862 013/728 F 255,000.00
ZZ
WANG XI C 360 253,595.62
1
2416 WALNUT GROVE AVENUE 9.125 2,074.76
75
8.955 2,074.76
340,000.00
ROSEMEAD CA 91770 1 08/24/94
00
0380060112 05 10/01/94
0
49601454 O 09/01/24
0
1404442 462/462 F 126,000.00
T
DUBBS DUANE K 360 125,875.55
1
783 SUMMIT BLVD. 9.500 1,059.48
70
9.250 1,059.48
180,000.00
BIG BEAR LAKE CA 92315 2 04/21/95
00
520425140 01 06/01/95
0
520425140 O 05/01/25
0
1405183 372/728 F 250,000.00
ZZ
STRANDBERG DAVID H 360 249,870.39
1
1991 HAVENS END 9.250 2,056.69
60
9.000 2,056.69
423,047.00
PRESCOTT AZ 86301 4 05/04/95
00
0380146655 03 07/01/95
0
8676009 O 06/01/25
0
1406025 470/728 F 50,000.00
ZZ
WATKINS WAYNE C 360 49,925.62
1
5485 VIDA AVENUE 9.500 420.43
28
9.250 420.43
182,000.00
ATASCADERO CA 93422 1 03/23/95
00
0380118043 05 05/01/95
0
1
28013231 O 04/01/25
0
1406919 637/728 F 178,500.00
ZZ
CURMI DAVID P 360 178,399.93
2
146-24 23RD AVENUE 8.875 1,420.23
70
8.625 1,420.23
255,000.00
WHITESTONE NY 11357 1 05/30/95
00
0380132739 05 07/01/95
0
4461307 O 06/01/25
0
1415079 526/728 F 208,000.00
ZZ
FULLER JOHN E 360 207,805.11
1
26849 BARTON ROAD 9.750 1,787.05
80
9.500 1,787.05
260,000.00
REDLANDS CA 92373 1 04/26/95
00
0380128133 05 06/01/95
0
00014197 O 05/01/25
0
1415306 526/728 F 203,200.00
ZZ
MC KAY GARY T 360 202,993.96
1
41821 CALLE CABRILLO 9.375 1,690.12
73
9.125 1,690.12
282,000.00
TEMECULA CA 92591 1 04/19/95
00
0380117938 05 06/01/95
0
0028610 O 05/01/25
0
1415475 439/439 F 608,000.00
ZZ
PETERMAN JOSEPH P 360 606,013.89
1
3306 ST. JOHNS DR. 8.650 4,739.79
80
8.400 4,739.79
765,000.00
DALLAS HIGHLAND TX 75205 4 03/31/95
00
17674854 05 06/01/95
0
17674854 O 05/01/25
0
1415486 047/047 F 226,550.00
ZZ
MALONE JR GEORGE M 360 226,419.66
1
4956 GABLE RIDGE LANE 8.750 1,782.27
95
8.375 1,782.27
239,000.00
HOLLY SPRINGS NC 27540 1 05/26/95
04
0859621 03 07/01/95
25
0859621 O 06/01/25
0
1
1415504 083/728 F 513,000.00
ZZ
DOSUNMU OLUFEMI 360 512,727.00
1
7 WATERVIEW LANE 9.125 4,173.94
90
8.875 4,173.94
570,000.00
RANDOLPH NJ 07869 1 05/18/95
11
0380127887 05 07/01/95
30
1083760 O 06/01/25
0
1415706 721/728 F 400,000.00
ZZ
SOLOMON ROGER R 360 399,538.06
1
2496 ROYAL TROON COURT 8.750 3,146.80
55
8.500 3,146.80
739,076.00
RIVERWOODS IL 60015 5 04/29/95
00
0380130873 03 06/01/95
0
9913935 O 05/01/25
0
1415730 736/728 F 493,500.00
ZZ
SOLI PETER 360 493,223.33
1
1235 SUNSET PLAZA DRIVE 8.875 3,926.51
70
8.625 3,926.51
705,000.00
LOS ANGELES CA 90069 1 05/03/95
00
0380117987 05 07/01/95
0
434534 O 06/01/25
0
1415756 526/728 F 280,000.00
ZZ
TROCCOLI LEONARD 360 280,000.00
1
55 MILL POND ROAD 8.625 2,177.82
78
8.375 2,177.82
360,000.00
HAMPTON BAYS NY 11946 1 06/07/95
00
0380140443 05 08/01/95
0
0033705 O 07/01/25
0
1415760 076/076 F 499,500.00
ZZ
GENDLERMAN JOSEF 360 499,189.53
1
2 CARTER LANE 8.375 3,796.56
88
8.125 3,796.56
570,000.00
ANDOVER MA 01810 1 05/25/95
04
4771462 05 07/01/95
30
4771462 O 06/01/25
0
1415853 406/728 F 136,150.00
ZZ
PALUBA SCOTT A 360 136,075.64
1
18 HUBBS ROAD 9.000 1,095.49
70
TOWN OF CLIFTON PARK 8.750 1,095.49
195,000.00
1
BALLSTON LAKE NY 12019 4 05/17/95
00
0380132929 05 07/01/95
0
2874527 O 06/01/25
0
1417013 A52/728 F 310,000.00
ZZ
VOGEL WILLIAM F 360 309,835.03
1
4080 FALLS RIDGE DRIVE 9.125 2,522.26
70
8.875 2,522.26
445,976.00
ALPHARETTA GA 30202 1 05/04/95
00
0380113481 03 07/01/95
0
107219 O 06/01/25
0
1417053 363/363 F 331,740.00
ZZ
GORANSON MARK C 360 331,259.41
1
1411 EAST CORAL COVE DRIVE 9.625 2,819.75
79
9.375 2,819.75
425,000.00
GILBERT AZ 85234 1 09/22/94
00
8714200998 05 05/01/95
0
8714200998 O 04/01/25
0
1417056 A52/728 F 250,000.00
ZZ
LEE MICHAEL W 360 249,663.11
1
271 WHITE BLUFF AVENUE 8.750 1,966.75
73
8.500 1,966.75
345,000.00
SAVANNAH GA 31419 2 05/01/95
00
0380113697 05 06/01/95
0
107804 O 05/01/25
0
1417095 A98/728 F 40,000.00
ZZ
RAFEEUDDIN MOHAMED 360 40,000.00
2
41 LOGAN AVENUE 8.625 311.12
40
8.375 311.12
100,000.00
JERSEY CITY NJ 07306 5 06/15/95
00
0380132143 05 08/01/95
0
950109 O 07/01/25
0
1417160 171/728 F 172,000.00
ZZ
VALDEZ ESTEBAN 360 171,910.82
1
15301 COBALT STREET 9.250 1,415.01
80
SYLMAR AREA 9.000 1,415.01
215,000.00
LOS ANGELES CA 91342 1 05/17/95
00
0380130659 05 07/01/95
0
67049773 O 06/01/25
0
1
1417165 306/728 F 323,000.00
ZZ
WALDNER KURT 360 323,000.00
4
30-36 LA VONNE DRIVE 8.500 2,483.60
72
8.250 2,483.60
450,000.00
CAMPBELL CA 95008 2 06/05/95
00
0380132291 05 08/01/95
0
2165991 O 07/01/25
0
1417179 665/728 F 252,000.00
ZZ
SKIGEN DENNIS 360 251,839.31
1
633 SECOND CREEK DRIVE 8.250 1,893.19
80
8.000 1,893.19
315,000.00
INCLINE VILLAGE NV 89451 1 05/17/95
00
0380128083 05 07/01/95
0
200496 O 06/01/25
0
1417316 B26/728 F 176,500.00
ZZ
CUOMO CARMINE 360 176,500.00
1
29 FOX BLVD 8.125 1,310.51
75
7.875 1,310.51
236,500.00
MASSAPEQUA NY 11758 1 06/21/95
00
0380138900 05 08/01/95
0
13110110935R O 07/01/25
0
1417336 B35/728 F 280,000.00
ZZ
BOOPPANON SUKANDA 360 279,847.05
1
4510 HEREND PLACE 9.000 2,252.95
86
8.750 2,252.95
327,000.00
FAIRFAX VA 22032 2 05/18/95
01
0380132499 05 07/01/95
25
9582010218 O 06/01/25
0
1417364 686/686 F 500,000.00
ZZ
BAY GEORGE 360 499,724.03
1
209 SOUTH RODEO DRIVE 8.950 4,005.14
73
8.700 4,005.14
685,000.00
BEVERLY HILLS CA 90212 1 05/02/95
00
30816719694 05 07/01/95
0
30816719694 O 06/01/25
0
1417408 956/728 F 250,000.00
ZZ
COOK JEFFREY R 360 249,848.55
1
1
15795 CASINO REAL 8.500 1,922.28
63
8.250 1,922.28
402,000.00
MORGAN HILL CA 95037 1 05/12/95
00
0380137100 05 07/01/95
0
505021 O 06/01/25
0
1417635 B38/728 F 232,000.00
ZZ
JIMINEZ LINA E 360 231,873.28
1
4508 WAWONA STREET 9.000 1,866.72
80
8.750 1,866.72
290,000.00
LOS ANGELES CA 90065 2 05/26/95
00
0380133489 05 07/01/95
0
W01523 O 06/01/25
0
1417643 047/047 F 63,750.00
ZZ
HERTZ LAURA A 360 63,716.07
1
1100 N FRONTAGE ROAD 1201E 9.125 518.70
75
8.375 518.70
85,000.00
VAIL CO 81657 1 05/30/95
00
880955 01 07/01/95
0
880955 O 06/01/25
0
1417768 171/728 F 674,250.00
ZZ
BENTON DARRELL 360 673,851.92
1
1384 VIA ROMERO 8.625 5,244.25
75
8.375 5,244.25
899,000.00
PALOS VERDES ES CA 90274 1 05/23/95
00
0380129719 05 07/01/95
0
67050034 O 06/01/25
0
1417942 439/439 F 540,000.00
ZZ
LEE TSUN H 360 539,350.11
1
2285 ROBLES AVENUE 8.550 4,171.29
60
8.425 4,171.29
900,000.00
SAN MARINO CA 91108 1 04/26/95
00
17735515 05 06/01/95
0
17735515 O 05/01/25
0
1418052 526/728 F 171,750.00
ZZ
ABATE MIRIAM 360 171,750.00
1
MAGNOLIA DRIVE 8.625 1,335.86
75
8.375 1,335.86
229,000.00
BLOOMING GROVE NY 10918 1 06/09/95
00
0380144668 05 08/01/95
0
1
00040306 O 07/01/25
0
1418073 028/728 F 647,400.00
ZZ
SCHLINGER EVERT I 360 646,743.57
1
1944 EDISON STREET 9.375 5,384.75
70
9.125 5,384.75
925,000.00
SANTA YNEZ CA 93460 5 04/26/95
00
0380116724 05 06/01/95
0
173079 O 05/01/25
0
1418138 791/728 F 114,000.00
ZZ
MORGAN JR GEORGE A 360 114,000.00
1
2224 SHEPARD AVENUE 8.875 907.04
70
8.625 907.04
164,000.00
HAMDEN CT 06514 1 06/06/95
00
0380128091 05 08/01/95
0
753867 O 07/01/25
0
1418219 744/728 F 503,000.00
ZZ
MOSCHITTA JR JOHN 360 502,745.99
1
956 CHATTANOOGA AVENUE 9.375 4,183.70
68
PACIFIC PALISADES AREA 9.125 4,183.70
740,000.00
LOS ANGELES CA 90272 2 05/02/95
00
0380118506 05 07/01/95
0
73749 O 06/01/25
0
1418269 637/728 F 401,150.00
ZZ
PUMA THOMAS A 360 400,743.24
1
1 SABRINA DRIVE 9.375 3,336.57
70
9.125 3,336.57
573,500.00
HOLMES NY 12532 2 04/21/95
00
0380128125 05 06/01/95
0
3243284 O 05/01/25
0
1418347 939/728 F 254,100.00
ZZ
WESTMORELAND DOUGLAS 360 254,100.00
1
237 W 19TH STREET 8.625 1,976.37
95
APT A 8.375 1,976.37
267,500.00
NEW YORK NY 10011 1 06/23/95
14
0380137373 01 08/01/95
30
9501994 O 07/01/25
0
1
1418373 526/728 F 324,000.00
ZZ
LEE KAREN 360 323,808.71
1
2413 SOUTH PONTE VEDRA BLVD 8.625 2,520.04
80
8.375 2,520.04
405,000.00
PONTE VEDRA FL 32082 1 05/30/95
00
0380127499 05 07/01/95
0
00039816 O 06/01/25
0
1418453 694/728 F 69,300.00
ZZ
LAWRENCE ANNE H 360 69,300.00
1
25 GARDEN PLACE 8.875 551.39
64
8.625 551.39
109,300.00
TINTON FALLS NJ 07724 1 06/01/95
00
0380137456 05 08/01/95
0
0446506028 O 07/01/25
0
1418458 637/728 F 236,000.00
ZZ
YOUNG BRIAN 360 235,754.35
1
32201 STEVEN WAY 9.250 1,941.52
64
9.000 1,941.52
369,000.00
CONIFER CO 80433 2 04/24/95
00
0380133471 05 06/01/95
0
4454245 O 05/01/25
0
1418469 526/728 F 244,000.00
ZZ
HINE CHRISTOPHS 360 243,859.62
1
10 STONE CREEK TRAIL 8.750 1,919.55
80
8.500 1,919.55
305,000.00
ALPHARETTA GA 30201 1 05/31/95
00
0380137233 05 07/01/95
0
38327 O 06/01/25
0
1418472 472/728 F 436,000.00
ZZ
FISHER MARK J 360 436,000.00
1
27928 SOL VISTA LANE 8.750 3,430.01
80
8.500 3,430.01
545,000.00
RANCHO PALOS VE CA 90275 1 06/07/95
00
0380136375 05 08/01/95
0
6200710305 O 07/01/25
0
1418536 076/728 F 700,000.00
ZZ
MENLO FRANKLIN H 360 699,271.41
1
312 SOUTH MCCARTY DRIVE 9.250 5,758.73
70
9.000 5,758.73
1,000,000.00
1
BEVERLY HILLS CA 90212 1 04/06/95
00
0380122839 05 06/01/95
0
953989 O 05/01/25
0
1418543 736/728 F 98,250.00
ZZ
DELNERO ORLANDO 360 98,193.48
1
8533 SIERRA CIMA LANE 8.750 772.93
75
8.500 772.93
131,000.00
LAS VEGAS NV 89128 1 05/25/95
00
0380136953 05 07/01/95
0
440663 O 06/01/25
0
1418547 A52/728 F 227,200.00
ZZ
SNIPES, SR. FRANK S 360 227,062.36
1
3757 OAK LANE 8.500 1,746.97
80
8.250 1,746.97
284,000.00
MARIETTA GA 30062 1 05/23/95
00
0380118126 05 07/01/95
0
0108126 O 06/01/25
0
1418612 597/728 F 135,000.00
ZZ
JIMENEZ WILLIAM 360 135,000.00
1
4 SPRUCE AVENUE 9.250 1,110.62
39
9.000 1,110.62
350,000.00
EMERSON NJ 07630 5 06/22/95
00
0380143389 05 08/01/95
0
150280 O 07/01/25
0
1418613 597/728 F 143,000.00
ZZ
KONIG, JR ROBERT H 360 143,000.00
1
667 ACKERMAN AVENUE 8.250 1,074.32
75
8.000 1,074.32
193,000.00
WESTWOOD NJ 07675 2 06/28/95
00
0380145525 05 08/01/95
0
650435 O 07/01/25
0
1418789 074/728 F 918,000.00
ZZ
NEHORAY JAMSHID 360 916,966.88
1
515 NORTH RODEO DRIVE 8.875 7,304.03
60
8.625 7,304.03
1,530,000.00
BEVERLY HILLS CA 90210 1 04/06/95
00
0380123605 05 06/01/95
0
1562120331 O 05/01/25
0
1
1418799 074/728 F 203,000.00
ZZ
MC GONIGLE MICHAEL J 360 202,880.14
1
3308 CALLE SAN BLAS 8.625 1,578.92
69
8.375 1,578.92
294,900.00
CARLSBAD CA 92009 1 05/09/95
00
0380123506 03 07/01/95
0
1567122640 O 06/01/25
0
1418901 686/686 F 220,500.00
ZZ
YANG SEUNG K 360 220,378.29
1
2364 CAMINO REY 8.950 1,766.27
70
8.700 1,766.27
315,000.00
FULLERTON CA 92633 1 05/09/95
00
30816881064 05 07/01/95
0
30816881064 O 06/01/25
0
1418942 689/689 F 270,000.00
ZZ
MOSER THOMAS L 360 270,000.00
1
13426 PARKER CIRCLE 8.500 2,076.07
60
8.250 2,076.07
450,000.00
OMAHA NE 68154 5 06/05/95
00
1157593 05 08/01/95
0
1157593 O 07/01/25
0
1418993 076/728 F 225,000.00
ZZ
MICIK JAMES W 360 224,608.80
1
7 ST. JOHNS 8.750 1,770.08
65
8.500 1,770.08
350,000.00
BENTONVILLE AR 72712 1 03/24/95
00
0380122870 05 05/01/95
0
4453542M O 04/01/25
0
1419171 881/728 F 215,000.00
ZZ
RODRIGUEZ KATHLEEN 360 215,000.00
1
5235 CALIFIA COURT 8.750 1,691.41
80
8.500 1,691.41
269,500.00
SANTA BARBARA CA 93111 1 06/04/95
00
0380137183 05 08/01/95
0
601434 O 07/01/25
0
1419191 994/994 F 260,000.00
ZZ
ROBBINS GARY 360 259,592.50
1
1
5 TENAYA LANE 9.250 2,138.96
47
9.000 2,138.96
565,000.00
NOVATO CA 94947 1 03/03/95
00
500057999 05 05/01/95
0
500057999 O 04/01/25
0
1419252 560/560 F 285,900.00
ZZ
DEL BOSQUE HOMERO 360 285,676.22
1
11427 FAIRPORT CIRCLE 7.875 2,072.97
80
7.625 2,072.97
357,445.00
INDIANAPOLIS IN 46236 1 05/12/95
00
450132642 03 07/01/95
0
450132642 O 06/01/25
0
1419258 201/201 F 241,100.00
ZZ
LIVERPOOL THOMAS DORIS J 360 240,964.84
1
8307 GULLANE COURT 8.875 1,918.30
88
8.625 1,918.30
275,000.00
FT WASHINGTON MD 20744 1 05/12/95
01
1600786253 03 07/01/95
25
1600786253 O 06/01/25
0
1419270 076/076 F 251,000.00
ZZ
GAINES JAMES 360 250,717.52
1
2605 MISTY BROOK LANE 8.875 1,997.07
90
8.625 1,997.07
278,900.00
CORDOVA TN 38018 1 04/14/95
12
4466362M 03 06/01/95
25
4466362M O 05/01/25
0
1419292 946/728 F 400,000.00
ZZ
CEREZO LORENZO M 360 399,763.84
1
5995 VISTA DEL MAR 8.625 3,111.16
90
8.375 3,111.16
448,473.00
YORBA LINDA CA 92687 1 05/25/95
14
0380129321 03 07/01/95
25
371143 O 06/01/25
0
1419302 526/728 F 260,100.00
ZZ
SMARTE FREDRICK E 360 259,942.42
1
5635 INDIAN PALMS DRIVE 8.500 1,999.95
90
8.250 1,999.95
289,000.00
RIVERSIDE CA 92509 1 05/26/95
12
0380140625 05 07/01/95
25
1
00040776 O 06/01/25
0
1419308 076/076 F 261,900.00
ZZ
BERG ALAN G 360 261,760.62
1
756 HEATHERSTONE DRIVE 9.125 2,130.91
87
8.875 2,130.91
302,000.00
HIGH RIDGE MO 63049 4 05/09/95
10
4669232 03 07/01/95
17
4669232 O 06/01/25
0
1419391 736/728 F 228,000.00
ZZ
DAVIS GUY R 360 228,000.00
1
18104 WEST BOUNDARY TRUCK TRAI 8.375 1,732.96
70
8.125 1,732.96
330,000.00
JAMUL CA 91935 2 06/09/95
00
0380144882 05 08/01/95
0
440768 O 07/01/25
0
1419748 764/728 F 304,000.00
ZZ
HONG YOUNG S 360 304,000.00
1
1016 CALLE CONTENTO 8.500 2,337.50
80
8.250 2,337.50
380,000.00
GLENDALE CA 91208 1 06/01/95
00
0380129800 03 08/01/95
0
889604 O 07/01/25
0
1419787 702/702 F 425,000.00
ZZ
SEELY BRUCE P 360 425,000.00
1
17 ROSE HILL 8.875 3,381.49
68
8.625 3,381.49
630,000.00
WOODSTOCK VT 05091 2 06/07/95
00
2006252 05 08/01/95
0
2006252 O 07/01/25
0
1419791 554/554 F 312,000.00
ZZ
CEMPELLIN PETER L 360 311,833.97
1
15 JUNIPER LANE 9.125 2,538.53
80
8.875 2,538.53
390,000.00
DOVER MA 02030 1 05/18/95
00
6808552 05 07/01/95
0
6808552 O 06/01/25
0
1
1419854 028/728 F 115,000.00
ZZ
CASTRO RALPH 360 114,940.38
1
2449 CORRALITAS DRIVE 9.250 946.08
46
9.000 946.08
250,000.00
LOS ANGELES CA 90039 2 05/03/95
00
0380122128 05 07/01/95
0
167514 O 06/01/25
0
1419910 526/728 F 500,000.00
ZZ
GREAVES JR. JOHN C 360 500,000.00
1
875 FRENCHTOWN ROAD 8.875 3,978.23
69
8.625 3,978.23
725,000.00
EAST GREENWICH RI 02818 5 06/07/95
00
0380145673 05 08/01/95
0
00040759 O 07/01/25
0
1419941 A39/728 F 650,000.00
ZZ
LONG KIRK D 360 650,000.00
1
19450 ROSITA STREET 8.250 4,883.23
73
TARZANA AREA 8.000 4,883.23
900,000.00
LOS ANGELES CA 91356 5 06/14/95
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0380137654 05 08/01/95
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9500299RFC O 07/01/25
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1419952 B33/728 F 345,000.00
ZZ
LEONARDI RAYMOND J 360 345,000.00
1
4225 MAIN STREET 8.625 2,683.37
75
8.375 2,683.37
460,000.00
CUMMAQUID MA 02637 1 06/09/95
00
0380139106 05 08/01/95
0
G1280 O 07/01/25
0
1420000 627/728 F 275,000.00
ZZ
LIN HWA-CHUNG 360 275,000.00
1
1527 VAN DYKE ROAD 8.375 2,090.20
58
8.125 2,090.20
480,000.00
SAN MARINO CA 91108 1 06/08/95
00
0380143264 05 08/01/95
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326890 O 07/01/25
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1420008 561/728 F 948,750.00
ZZ
FARROW MICHAEL M 360 948,750.00
1
154-2 MOUNTAINVIEW LANE 8.125 7,044.45
75
7.875 7,044.45
1,265,000.00
1
BERNARDSVILLE NJ 07924 1 06/14/95
00
0380141706 05 08/01/95
0
8560468 O 07/01/25
0
1420087 927/728 F 208,000.00
ZZ
DUPLESSIS CAREL J 360 207,889.31
1
2440 GRANITE SPRINGS ROAD 9.125 1,692.36
73
8.875 1,692.36
288,600.00
RENO NV 89509 1 05/12/95
00
0380129578 03 07/01/95
0
107821 O 06/01/25
0
1420174 935/728 F 62,000.00
ZZ
SNELL II BILLIE R 360 62,000.00
1
6912 INVERNESS WAY 8.500 476.73
80
8.250 476.73
77,500.00
INDIANAPOLIS IN 46237 1 06/20/95
00
0380129792 05 08/01/95
0
95001012 O 07/01/25
0
1420191 051/728 F 105,400.00
ZZ
CONNER EDDIE W 360 105,345.36
1
2933 CREEKWOOD DRIVE SOUTH 9.250 867.10
73
9.000 867.10
145,500.00
GRAPEVINE TX 76051 2 05/16/95
00
0380125501 05 07/01/95
0
30100370 O 06/01/25
0
1420249 764/728 F 259,650.00
ZZ
MINN KYUNG J 360 259,650.00
1
21055 RUNNING BRANCH ROAD 8.750 2,042.67
90
8.500 2,042.67
288,500.00
DIAMOND BAR CA 91765 1 06/09/95
10
0380144999 05 08/01/95
25
889628 O 07/01/25
0
1420263 324/728 F 214,000.00
ZZ
TALBOTT NEAL B 360 213,870.35
1
6109 SUNDERLAND DRIVE 8.500 1,645.48
80
8.250 1,645.48
267,500.00
COLLEYVILLE TX 76034 1 05/26/95
00
0380127960 05 07/01/95
0
2443019250 O 06/01/25
0
1
1420290 003/728 F 213,650.00
ZZ
MASON WILLIAM M 360 213,520.57
1
1077 TOWNE LAKE HILLS EAST 8.500 1,642.78
78
8.250 1,642.78
273,967.00
WOODSTOCK GA 30188 1 05/16/95
00
0380123928 03 07/01/95
0
61059958 O 06/01/25
0
1420300 946/728 F 230,700.00
ZZ
PENNEL CAROLYN 360 230,700.00
1
2998 E AVENIDA DE LOS ARBOLES 8.500 1,773.88
75
8.250 1,773.88
307,682.00
THOUSAND OAKS CA 91361 1 06/12/95
00
0380145079 01 08/01/95
0
371145 O 07/01/25
0
1420307 670/670 F 228,950.00
ZZ
PRESSNALL PETER D 360 228,567.15
1
27452 BRIARS PLACE 9.125 1,862.82
70
8.875 1,862.82
328,990.00
VALENCIA CA 91354 1 04/18/95
00
29521 03 06/01/95
0
29521 O 05/01/25
0
1420331 670/670 F 832,000.00
ZZ
ROBBINS RANDY 360 831,495.96
1
4258 TEMMA COURT 8.500 6,397.37
80
8.250 6,397.37
1,040,000.00
CALABASAS CA 91302 1 05/10/95
00
528471 03 07/01/95
0
528471 O 06/01/25
0
1420360 670/670 F 616,000.00
ZZ
BAILEY MICHAEL H 360 615,288.61
1
8 MASONGATE DRIVE 8.750 4,846.07
80
8.500 4,846.07
770,000.00
ROLLING HILLS E CA 90274 1 04/21/95
00
1121551 05 06/01/95
0
1121551 O 05/01/25
0
1420362 670/670 F 625,000.00
ZZ
AZRAN DAVID A 360 624,259.35
1
1
25531 KINGSTON CT 8.625 4,861.19
70
8.375 4,861.19
900,000.00
CALABASAS CA 91302 2 04/24/95
00
1133646 05 06/01/95
0
1133646 O 05/01/25
0
1420386 670/670 F 262,850.00
ZZ
SHIREY MARK J 360 262,416.01
1
15 MARIPOSA 9.000 2,114.96
95
8.750 2,114.96
276,692.00
DOVE CANYON ARE CA 92679 1 03/16/95
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2400821 05 05/01/95
30
2400821 O 04/01/25
0
1420393 670/670 F 600,000.00
ZZ
HILL H. S 360 599,324.77
1
765 VIA HIERBA 8.875 4,773.87
80
8.625 4,773.87
750,000.00
SANTA BARBARA CA 93110 1 04/06/95
00
2883058 03 06/01/95
0
2883058 O 05/01/25
0
1420397 670/670 F 581,400.00
ZZ
TAN CHU I 360 580,636.79
1
23425 PALM DRIVE 8.125 4,316.88
80
7.875 4,316.88
726,800.00
CALABASAS CA 91302 1 04/21/95
00
2884291 03 06/01/95
0
2884291 O 05/01/25
0
1420400 670/670 F 580,000.00
ZZ
WILLIAMS LARRY E 360 579,330.16
1
1801 COUNTRY LANE 8.750 4,562.87
80
8.500 4,562.87
725,000.00
PASADENA CA 91107 1 04/20/95
00
2884909 05 06/01/95
0
2884909 O 05/01/25
0
1420404 670/670 F 528,000.00
ZZ
BLETHEN WILLIAM C 360 527,703.99
1
3421 PASEO DEL CAMPO 8.875 4,201.01
80
8.625 4,201.01
660,000.00
PALOS VERDES ES CA 90274 1 05/03/95
00
2885352 05 07/01/95
0
1
2885352 O 06/01/25
0
1420420 670/670 F 342,891.65
ZZ
KANDEL EDWARD 360 342,681.78
1
794 BROOKTREE ROAD 8.450 2,624.40
37
8.200 2,624.40
950,000.00
PACIFIC PALISAD CA 90272 2 05/19/95
00
2951347 05 07/01/95
0
2951347 O 06/01/25
0
1420442 670/670 F 720,579.71
ZZ
GARSON MICHAEL S 335 717,147.85
1
89 BRITE AVENUE 9.750 6,271.64
73
9.500 6,271.64
990,000.00
SCARSDALE NY 10583 2 11/01/94
00
4657047 05 12/01/94
0
4657047 O 10/01/22
0
1420502 670/670 F 305,000.00
ZZ
O'CRAIGHAN JEANNE M 360 304,638.56
1
4801 EAST MOONLIGHT WAY 8.625 2,372.26
44
8.375 2,372.26
695,000.00
PARADISE VALLEY AZ 85253 1 04/26/95
00
30026857 05 06/01/95
0
30026857 O 05/01/25
0
1420505 670/670 F 235,700.00
ZZ
NIPPER PAUL S 360 235,560.83
1
3044 MARILYN WAY 8.625 1,833.26
90
8.375 1,833.26
262,000.00
SANTA BARBARA CA 93105 1 05/09/95
11
30030005 05 07/01/95
17
30030005 O 06/01/25
0
1420568 562/728 F 261,000.00
ZZ
ESPOSITO LEONARD 360 260,845.90
1
84-54 RADNOR STREET 8.625 2,030.04
90
8.375 2,030.04
290,000.00
JAMAICA NY 11432 1 05/18/95
01
0380126897 05 07/01/95
25
90021288 O 06/01/25
0
1
1420574 881/728 F 209,000.00
ZZ
CARLSON JEFF J 360 208,876.61
1
1369 CALLE DE ORO 8.625 1,625.58
95
8.375 1,625.58
220,000.00
THOUSAND OAKS CA 91360 1 05/23/95
11
0380131996 05 07/01/95
30
102376 O 06/01/25
0
1420608 116/116 F 210,900.00
ZZ
KONE BRUCE C 360 210,900.00
1
54 S CONCORD FOREST CIRCLE 8.000 1,547.51
90
7.875 1,547.51
235,000.00
THE WOODLANDS TX 77381 1 06/19/95
10
091065530 03 08/01/95
25
091065530 O 07/01/25
0
1420616 736/728 F 190,000.00
ZZ
DE HEREDIA AGNEL J 360 189,884.89
1
34 HOMEWOOD COURT 8.500 1,460.94
74
8.250 1,460.94
258,000.00
SAN FRANCISCO CA 94112 1 05/16/95
00
0380126913 05 07/01/95
0
428298 O 06/01/25
0
1420690 726/726 F 300,000.00
ZZ
GOLDBERG DOROTHY M 360 300,000.00
1
15 SUNSET DR. 8.125 2,227.50
73
7.875 2,227.50
415,000.00
DANBURY CT 06811 5 06/19/95
00
42000999 05 08/01/95
0
42000999 O 07/01/25
0
1420710 056/728 F 297,450.00
ZZ
ELAM BRADFORD R 360 297,450.00
1
427 MOUNTIAN WAY 8.500 2,287.13
80
8.250 2,287.13
372,000.00
MORRIS PLAINS NJ 07950 1 06/16/95
00
0380146010 05 08/01/95
0
707679 O 07/01/25
0
1420717 686/686 F 110,000.00
ZZ
MENA JUAN C 360 109,825.00
1
701 NW 11TH AVENUE 9.000 885.09
70
8.750 885.09
157,430.00
1
BOCA RATON FL 33486 1 05/25/95
00
30816867873 05 07/01/95
0
30816867873 O 06/01/25
0
1420719 686/686 F 108,500.00
ZZ
MATA-COLLAZO DELICI 360 108,437.58
1
1862 LONG POND DRIVE 8.750 853.57
70
8.500 853.57
155,000.00
LONGWOOD FL 32779 1 05/24/95
00
30816868327 05 07/01/95
0
30816868327 O 06/01/25
0
1420723 686/686 F 90,000.00
ZZ
VITEK LINDA 360 89,950.07
1
5258 S MASSASOIT AVE 8.925 719.31
70
8.675 719.31
129,000.00
CHICAGO IL 60638 2 05/22/95
00
30816070254 05 07/01/95
0
30816070254 O 06/01/25
0
1420724 686/686 F 65,000.00
ZZ
MEROLLI NAMIK 360 64,964.12
1
12-48 LEXINGTON STREET 8.950 520.67
41
8.700 520.67
160,500.00
FAIRLAWN NJ 07410 1 05/30/95
00
30816412589 05 07/01/95
0
30816412589 O 06/01/25
0
1420725 686/686 F 75,000.00
ZZ
GUYER ANN B 360 74,955.03
1
5035 HIGHLAND CLUB DRIVE 8.550 579.35
75
8.300 579.35
100,000.00
MARIETTA GA 30068 1 05/25/95
00
30816692933 01 07/01/95
0
30816692933 O 06/01/25
0
1420732 686/686 F 25,000.00
ZZ
RAY JILL A 360 24,926.13
1
429 PENDREY DRIVE 8.550 193.12
27
8.300 193.12
93,700.00
PORT ORANGE FL 32127 1 05/31/95
00
30816454847 03 07/01/95
0
30816454847 O 06/01/25
0
1
1420734 686/686 F 88,500.00
ZZ
GITTENS STEPHEN G 360 88,446.39
1
12606 ALDERWOOD DRIVE 8.500 680.49
75
8.250 680.49
118,000.00
MISSOURI CITY TX 77489 1 05/31/95
00
30816798060 03 07/01/95
0
30816798060 O 06/01/25
0
1420735 686/686 F 203,500.00
ZZ
ALBERS DAVID T 360 203,391.70
1
608 GLENWOOD ISLE 9.125 1,655.75
54
8.875 1,655.75
380,000.00
ALAMEDA CA 94501 5 05/24/95
00
30816843858 03 07/01/95
0
30816843858 O 06/01/25
0
1420736 686/686 F 84,000.00
ZZ
ADKIN SR HOWARD F 360 83,952.90
1
22872 IRONWEDGE DRIVE 8.875 668.35
74
8.625 668.35
115,000.00
BOCA RATON FL 33433 1 05/31/95
00
30816867956 03 07/01/95
0
30816867956 O 06/01/25
0
1420737 686/686 F 69,750.00
ZZ
LECLAIR RAYMOND A 360 69,708.61
1
97 PLEASANT STREET 8.600 541.27
75
8.350 541.27
93,000.00
EAST LONGMEADOW MA 01028 1 05/31/95
00
30816884639 05 07/01/95
0
30816884639 O 06/01/25
0
1420743 686/686 F 250,000.00
ZZ
THOMPSON G L 360 249,853.91
1
13507 WAX MYRTLE TRAIL 8.675 1,953.38
61
8.425 1,953.38
415,000.00
PALM CITY FL 34990 1 05/30/95
00
30816417612 03 07/01/95
0
30816417612 O 06/01/25
0
1420744 686/686 F 120,000.00
ZZ
FILGUEIRAS EMILIO 360 119,872.72
2
1
26 NW 48TH COURT 8.875 954.78
60
8.625 954.78
200,000.00
MIAMI FL 33126 1 05/31/95
00
30816868673 05 07/01/95
0
30816868673 O 06/01/25
0
1420748 686/686 F 97,200.00
ZZ
MOWZOON MANIJEH 360 97,142.61
1
3109 DELAFORD DRIVE 8.625 756.02
70
8.375 756.02
138,900.00
CARROLLTON TX 75007 1 05/30/95
00
30816798458 05 07/01/95
0
30816798458 O 06/01/25
0
1420749 686/686 F 150,000.00
ZZ
CASTRO JUAN C 360 148,915.91
1
13951 SW 24TH STREET 8.875 1,193.47
56
8.625 1,193.47
270,000.00
DAVIE FL 33325 1 05/31/95
00
30816868681 05 07/01/95
0
30816868681 O 06/01/25
0
1420756 791/728 F 247,500.00
ZZ
CONNER JAY R 360 247,500.00
1
14325 PLATINUM DRIVE 8.250 1,859.38
75
8.000 1,859.38
330,000.00
GAITHERSBURG MD 20878 2 06/15/95
00
0380142316 03 08/01/95
0
753520 O 07/01/25
0
1420854 052/728 F 218,000.00
ZZ
BIZZARRO MICHAEL R 360 217,860.98
1
48 SYRACUSE DRIVE 8.250 1,637.77
91
8.000 1,637.77
242,144.00
HOWELL NJ 07728 1 05/30/95
01
0380130816 05 07/01/95
30
312368 O 06/01/25
0
1420864 691/691 F 215,000.00
ZZ
FITZGERALD DONALD P 360 214,596.28
1
120 RIDGE GATE COURT 8.375 1,634.16
75
8.125 1,634.16
290,000.00
LEWISVILLE NC 27023 1 03/17/95
00
586610 03 05/01/95
0
1
586610 O 04/01/25
0
1420866 691/691 F 248,000.00
ZZ
BOYD BRUCE A 360 247,034.71
1
3408 DONEGAL DRIVE 8.250 1,863.14
73
8.125 1,863.14
340,000.00
CLEMMONS NC 27012 1 12/21/94
00
777760171 03 02/01/95
0
777760171 O 01/01/25
0
1420873 B27/728 F 218,400.00
ZZ
COGAN MARY S 360 218,267.69
1
3 GRAY BIRCH LANE 8.500 1,679.31
80
8.250 1,679.31
273,000.00
WAYLAND MA 01778 1 05/30/95
00
0380128463 05 07/01/95
0
100206617 O 06/01/25
0
1420899 A01/728 F 406,000.00
ZZ
WALZ ROD 360 406,000.00
1
928 QUAIL HILL ROAD 8.375 3,085.89
79
8.125 3,085.89
520,000.00
FALLBROOK CA 92028 2 06/01/95
00
0380128208 05 08/01/95
0
109427 O 07/01/25
0
1420908 367/367 F 246,688.12
ZZ
SEDLACEK GUILHERMEL 331 246,487.68
1
3545 QUESADA STREET, N.W. 8.125 1,870.72
78
7.875 1,870.72
320,000.00
WASHINGTON DC 20015 1 06/05/95
00
1249700 05 07/01/95
0
1249700 O 01/01/23
0
1420919 670/670 F 750,000.00
ZZ
MITCHELL, JR GUY K 360 749,133.85
1
2809 PUMP HOUSE ROAD 8.750 5,900.25
59
8.500 5,900.25
1,275,000.00
BIRMINGHAM AL 35243 5 04/20/95
00
1170502 05 06/01/95
0
1170502 O 05/01/25
0
1
1420927 632/728 F 259,800.00
ZZ
CONNORS JAMES T 347 259,450.89
1
3440 LAKEMONT DRIVE 8.500 2,014.19
80
8.250 2,014.19
324,837.00
BONITA SPRINGS FL 33923 1 04/27/95
00
0380127655 03 06/01/95
0
5501558 O 04/01/24
0
1420962 324/728 F 250,000.00
ZZ
DYSON LEROY F 360 249,863.44
1
1946 OAKSHIRE LANE 9.000 2,011.56
75
8.750 2,011.56
335,000.00
SANDY UT 84092 2 05/24/95
00
0380128349 05 07/01/95
0
2454000804 O 06/01/25
0
1420979 324/728 F 230,400.00
ZZ
MEISTER GREGORY J 360 230,260.42
1
15709 99TH AVENUE NORTHEAST 8.500 1,771.58
90
8.250 1,771.58
256,000.00
BOTHELL WA 98011 2 05/16/95
04
0380139072 03 07/01/95
25
2454000811 O 06/01/25
0
1420987 069/728 F 115,000.00
ZZ
CUSTER MICHAEL 360 114,928.51
1
11729 AYRES AVENUE 8.375 874.09
70
8.125 874.09
165,000.00
LOS ANGELES CA 90064 1 05/22/95
00
0380126640 05 07/01/95
0
2362036093 O 06/01/25
0
1420991 116/116 F 300,000.00
ZZ
SMITH III GROVER C 360 297,207.77
1
136 RED SABLE DRIVE 7.875 2,175.21
57
7.750 2,175.21
534,500.00
THE WOODLANDS TX 77380 1 05/26/94
00
091065216 03 07/01/94
0
091065216 O 06/01/24
0
1420996 116/116 F 281,200.00
ZZ
HOGAN MICHAEL E 360 278,792.03
1
30 LEEWARD COVE DRIVE 7.875 2,038.90
80
7.750 2,038.90
351,500.00
1
THE WOODLANDS TX 77381 1 06/24/94
00
091065067 03 08/01/94
0
091065067 O 07/01/24
0
1420998 640/640 F 500,000.00
ZZ
LANGSTON GREGORY M 360 499,476.05
1
9528 EDNAM COVE 8.000 3,668.82
80
7.750 3,668.82
625,000.00
GERMANTOWN TN 38139 1 05/17/95
00
1002682 05 07/01/95
0
1002682 O 06/01/25
0
1421003 640/640 F 279,000.00
ZZ
MOYNIHAN JOHN C 360 278,835.28
1
9703 HANOVER POINT 8.625 2,170.03
90
8.375 2,170.03
310,000.00
KNOXVILLE TN 37922 1 05/19/95
14
775817 05 07/01/95
25
775817 O 06/01/25
0
1421081 617/617 F 315,000.00
ZZ
MICHAEL SR ROBERT S 360 314,466.27
1
3530 MANSIONS PARKWAY 8.875 2,506.29
66
8.625 2,506.29
483,000.00
BERKLEY LAKE GA 30136 2 03/27/95
00
690094 03 05/01/95
0
690094 O 04/01/25
0
1421098 A19/728 F 244,800.00
ZZ
GARCIA MICHAEL R 360 244,800.00
1
87 LARKIN ROAD 8.250 1,839.10
77
8.000 1,839.10
318,000.00
NEWBURY MA 01951 2 06/16/95
00
0380132135 05 08/01/95
0
4699 O 07/01/25
0
1421123 526/728 F 216,000.00
ZZ
REID SEAN E 360 216,000.00
1
10343 153RD COURT NORTH 8.750 1,699.28
90
8.500 1,699.28
240,000.00
JUPITER FL 33478 1 06/20/95
04
0380144395 05 08/01/95
17
0044912 O 07/01/25
0
1
1421133 144/144 F 540,000.00
ZZ
GUNSET JOSEPH P 360 535,917.84
1
718 FAIRWAY AVENUE 8.500 4,152.13
75
8.250 4,152.13
725,000.00
MAMARONECK NY 10543 4 06/22/94
00
160510354 05 08/01/94
0
160510354 O 07/01/24
0
1421135 144/144 F 356,000.00
ZZ
BRACCHITTA JOSEPH 360 352,419.09
1
38 BROOKWOOD DRIVE 7.875 2,581.25
47
BRIARCLIFF MANOR 7.625 2,581.25
760,000.00
OSSINING NY 10510 2 04/27/94
00
160567164 05 06/01/94
0
160567164 O 05/01/24
0
1421144 144/144 F 275,000.00
ZZ
HARRIS ADAM C 360 268,669.34
1
7 MAPLE HILL DRIVE 8.000 2,017.85
57
7.750 2,017.85
485,000.00
MAMARONECK NY 10538 5 11/25/92
00
160462309 05 01/01/93
0
160462309 O 12/01/22
0
1421145 144/144 F 270,000.00
ZZ
DEMICCO STEPHEN 360 263,561.88
1
28 HERITAGE DRIVE 8.000 1,981.16
57
7.750 1,981.16
474,000.00
MOUNT PLEASANT NY 10570 2 10/29/92
00
160455865 05 12/01/92
0
160455865 O 11/01/22
0
1421147 144/144 F 260,000.00
ZZ
CONSIGLIO PETER E 360 257,580.08
1
18 ANTON DRIVE A/K/A ADAM LANE 7.875 1,885.18
77
7.625 1,885.18
340,000.00
CARMEL NY 10541 1 05/09/94
00
160568196 05 07/01/94
0
160568196 O 06/01/24
0
1421152 144/144 F 311,680.00
ZZ
MYRDEK BRUCE 360 309,053.23
1
1
2742 SUMMER RIDGE ROAD 8.375 2,369.00
80
8.125 2,369.00
389,600.00
LAFAYETTE NY 13084 1 05/23/94
00
160564609 05 07/01/94
0
160564609 O 06/01/24
0
1421155 144/144 F 425,000.00
ZZ
PARISI BRUCE B 360 409,322.37
1
1 SULGRAVE RD 81 MALVERN RD 8.500 3,267.88
74
8.250 3,267.88
575,000.00
YONKERS NY 10583 2 09/25/92
00
160444190 05 11/01/92
0
160444190 O 10/01/22
0
1421226 051/728 F 319,850.00
ZZ
HILL DAVID A 360 319,679.78
1
6619 BELMEAD DRIVE 9.125 2,602.41
68
8.875 2,602.41
475,000.00
DALLAS TX 75230 2 05/25/95
00
0380144536 05 07/01/95
0
30100538 O 06/01/25
0
1421258 083/728 F 297,000.00
ZZ
THURM CRAIG 360 296,815.40
1
114 PARK STREET 8.375 2,257.41
90
8.125 2,257.41
330,000.00
WOODMERE NY 11598 1 05/18/95
14
0380127739 05 07/01/95
22
1084231 O 06/01/25
0
1421309 032/728 F 328,800.00
ZZ
O'BRIEN JR BARRY W 360 328,800.00
1
15017 SKYRIDGE ROAD 8.625 2,557.37
80
8.375 2,557.37
411,000.00
POWAY CA 92064 2 06/15/95
00
0380144916 05 08/01/95
0
6255050 O 07/01/25
0
1421363 353/353 F 650,000.00
ZZ
VIEIRA RICHARD R 360 649,626.02
1
1925 KOMAIA DR 8.750 5,113.56
74
8.500 5,113.56
885,000.00
HONOLULU HI 96822 4 05/15/95
00
60838 05 07/01/95
0
1
60838 O 06/01/25
0
1421407 554/554 F 250,000.00
ZZ
ALVES JEAN J 360 249,836.47
1
69 PROSPECT STREET 8.125 1,856.24
80
7.875 1,856.24
313,500.00
SOUTH EASTON MA 02375 1 06/01/95
00
6808839 05 07/01/95
0
6808839 O 06/01/25
0
1421477 070/728 F 250,000.00
ZZ
MILLER EVAN L 360 249,746.53
1
1116 JERICHO COURT 9.375 2,079.37
95
9.125 2,079.37
265,250.00
KELLER TX 76262 1 04/27/95
01
0380135591 05 06/01/95
30
2210628 O 05/01/25
0
1421479 070/728 F 368,000.00
ZZ
LINDEN RICK 360 367,552.56
1
163 ZANDER DRIVE 8.500 2,829.60
80
8.250 2,829.60
460,000.00
ORINDA CA 94563 1 04/17/95
00
0380135609 05 06/01/95
0
3947695 O 05/01/25
0
1421481 070/728 F 203,150.00
ZZ
ALLISON VIRGINIA 360 202,721.01
1
232 BITTERROOT ROAD 9.250 1,671.27
18
9.000 1,671.27
1,142,000.00
SUN VALLEY ID 83353 5 03/01/95
00
0380135625 05 04/01/95
0
3587379 O 03/01/25
0
1421484 195/728 F 169,000.00
ZZ
TEDESCO RICHARD P 360 168,874.57
1
719 TOBACCO RUN 7.500 1,181.68
46
7.250 1,181.68
369,000.00
BEL AIR MD 21015 1 05/25/95
00
0380129412 05 07/01/95
0
46134 O 06/01/25
0
1
1421505 367/367 F 227,018.11
ZZ
MPOY-KAMULAYI LUMBALA T 300 226,807.04
1
11608 REGENCY DRIVE 8.750 1,866.41
75
8.500 1,866.41
305,000.00
POTOMAC MD 20854 2 05/22/95
00
75172490 05 07/01/95
0
75172490 O 06/01/20
0
1421508 367/367 F 240,101.24
ZZ
ANDERSON DORTHEA A 336 239,917.73
1
233 SHIPPING CREEK DRIVE 8.250 1,834.21
80
8.000 1,834.21
301,000.00
STEVENSVILLE MD 21666 1 06/05/95
00
75140261 05 07/01/95
0
75140261 O 06/01/23
0
1421509 051/728 F 436,000.00
ZZ
CORDIA LOUIS J 360 435,729.01
1
7212 VALON COURT 8.375 3,313.91
80
8.125 3,313.91
545,000.00
ALEXANDRIA VA 22307 1 05/31/95
00
0380131657 05 07/01/95
0
30100719 O 06/01/25
0
1421514 051/728 F 950,300.00
ZZ
ARABATLIAN LEVON 360 949,738.94
1
2618 N VERMONT 8.625 7,391.34
56
8.375 7,391.34
1,700,000.00
LOS ANGELES CA 90027 2 05/31/95
00
0380134537 05 07/01/95
0
10106565 O 06/01/25
0
1421515 232/232 F 237,000.00
ZZ
CAMPBELL WILLIAM R 360 236,773.88
1
18221 NW 16 STREET 9.125 1,928.31
95
8.875 1,928.31
249,945.00
PEMBROKE PINES FL 33029 1 05/08/95
14
859669 03 07/01/95
30
859669 O 06/01/25
0
1421517 637/728 F 249,900.00
ZZ
FONSECA AUGUSTO C 360 249,900.00
1
21 SCHUERMAN TERRACE 8.750 1,965.97
65
8.500 1,965.97
389,900.00
1
WARREN NJ 07059 1 06/07/95
00
0380130980 05 08/01/95
0
3240306 O 07/01/25
0
1421518 637/728 F 105,000.00
ZZ
CLARK REGINA A 360 104,941.13
1
28 CLEARVIEW DRIVE 8.875 835.43
68
8.625 835.43
155,500.00
BROOKFIELD CT 06804 1 05/25/95
00
0380130956 05 07/01/95
0
4462933 O 06/01/25
0
1421528 744/728 F 360,000.00
ZZ
TEHRANI BAHRAM M 360 359,798.18
1
2704 DANVILLE BOULEVARD 8.875 2,864.32
80
8.625 2,864.32
450,000.00
ALAMO CA 94507 1 05/26/95
00
0380128612 05 07/01/95
0
74054 O 06/01/25
0
1421550 180/728 F 393,000.00
ZZ
HEBERT LAFAIR L 360 392,779.68
1
2115 WESTWOOD DRIVE 8.875 3,126.88
88
8.625 3,126.88
450,000.00
NORMAN OK 73069 1 05/11/95
04
0380137639 05 07/01/95
25
3344645 O 06/01/25
0
1421585 052/728 F 300,000.00
ZZ
ROSENBERG JOSEPH 360 300,000.00
1
22 UPLAND LANE 8.000 2,201.30
66
7.750 2,201.30
460,000.00
ARMONK NY 10504 1 06/05/95
00
0380130881 05 08/01/95
0
315893 O 07/01/25
0
1421590 051/728 F 199,450.00
ZZ
HETTICH JOHN C 360 199,329.17
1
4428 STANFORD AVENUE 8.500 1,533.60
57
8.250 1,533.60
350,000.00
DALLAS TX 75225 2 05/25/95
00
0380132077 05 07/01/95
0
30100738 O 06/01/25
0
1
1421593 051/728 F 230,000.00
ZZ
AUSTIN JAMES F 360 229,860.67
1
7215 DECANTURE WAY 8.500 1,768.50
70
8.250 1,768.50
330,000.00
SAN DIEGO CA 92120 2 05/30/95
00
0380132085 05 07/01/95
0
10106613 O 06/01/25
0
1421653 480/728 F 228,000.00
ZZ
BLOUGH JOHN M 360 227,854.61
1
RT 2 BOX 286 A 8.250 1,712.89
95
8.000 1,712.89
240,000.00
NEW BROCKTON AL 36351 1 06/01/95
12
0380129511 05 07/01/95
30
1624667 O 06/01/25
0
1421660 A82/728 F 319,500.00
ZZ
GALLAGHER WILLIAM F 360 319,500.00
1
3 CANDLEWOOD PATH NORTH 8.500 2,456.68
90
8.250 2,456.68
355,000.00
DIX HILLS NY 11746 1 06/12/95
04
0380129420 05 08/01/95
25
DB70102880 O 07/01/25
0
1421676 696/728 F 100,000.00
ZZ
POWELL PRESCOTT 360 100,000.00
1
23459 SALLY MILL ROAD 8.375 760.07
27
8.125 760.07
380,000.00
MIDDLEBURG VA 22117 1 06/08/95
00
0380131095 05 08/01/95
0
5010677 O 07/01/25
0
1421681 028/728 F 100,000.00
ZZ
KLOPP ROBERT F 360 99,940.96
1
9 HIJO DE DIOS 8.625 777.79
21
8.375 777.79
491,000.00
SANTE FE NM 87505 1 05/24/95
00
0380138876 05 07/01/95
0
175130 O 06/01/25
0
1421686 696/728 F 250,000.00
ZZ
DOWD MAUREEN B 360 250,000.00
1
1
3260 N STREET NW 8.375 1,900.18
63
8.125 1,900.18
400,000.00
WASHINGTON DC 20007 1 06/08/95
00
0380130634 05 08/01/95
0
3183407 O 07/01/25
0
1421698 575/728 F 117,000.00
ZZ
PAULSEN WILL 360 116,934.41
1
2040 NORTH PANTOPS DRIVE 8.875 930.90
54
8.625 930.90
217,000.00
CHARLOTTESVILLE VA 22901 1 05/31/95
00
0380130519 03 07/01/95
0
412005170 O 06/01/25
0
1421719 769/728 F 220,500.00
ZZ
SKOLLER EDWARD R 360 217,439.98
1
123 CLARKEN DRIVE 7.875 1,598.78
90
7.625 1,598.78
245,000.00
WEST ORANGE NJ 07052 1 11/22/93
11
0380134750 01 01/01/94
22
1009710164 O 12/01/23
0
1421728 051/728 F 133,200.00
ZZ
BRANDT MARGEREY L 360 133,119.31
1
78979 QUIET SPRINGS DRIVE 8.500 1,024.19
75
8.250 1,024.19
177,687.00
BERMUDA DUNES CA 92203 1 05/26/95
00
0380138686 03 07/01/95
0
10105619 O 06/01/25
0
1421732 369/369 F 274,400.00
ZZ
ASSELSTINE ROBERT C 360 274,242.12
1
2603 CONCORD COURT 8.750 2,158.71
80
8.500 2,158.71
343,000.00
MCKINNEY TX 75070 1 05/23/95
00
0048718084 03 07/01/95
0
0048718084 O 06/01/25
0
1421742 051/728 F 271,800.00
ZZ
DEMUTH SCOTT F 360 271,643.63
1
ROUTE 11 BOX 75D 8.750 2,138.25
74
8.500 2,138.25
371,800.00
SANTA FE NM 87501 1 05/30/95
00
0380136482 05 07/01/95
0
1
30100513 O 06/01/25
0
1421757 313/728 F 324,000.00
ZZ
MCLENDON KENNON A 360 324,000.00
1
205 JAMES ROAD 8.375 2,462.64
90
8.125 2,462.64
360,000.00
FORTSON GA 31808 1 06/30/95
04
0380144643 05 08/01/95
30
5888870 O 07/01/25
0
1421766 363/363 F 450,000.00
ZZ
KAPLOW STUART H 360 450,000.00
1
341 S COLUMBIA AVE 8.875 3,580.40
58
8.750 3,580.40
780,000.00
BEXLEY OH 43209 5 06/08/95
00
0714609612 05 08/01/95
0
0714609612 O 07/01/25
0
1421777 934/728 F 335,700.00
ZZ
ARIAS JOSE A 360 335,700.00
1
3505 SW 128 AVENUE 8.500 2,581.25
90
8.250 2,581.25
373,000.00
MIAMI FL 33175 1 06/13/95
04
0380135823 05 08/01/95
25
51004227 O 07/01/25
0
1421784 670/670 F 647,600.00
ZZ
SEGAR JEFFREY T 360 646,908.12
1
7 MERYTON 9.125 5,269.09
80
8.875 5,269.09
809,580.00
IRVINE CA 92715 1 04/12/95
00
8299391 05 06/01/95
0
8299391 O 05/01/25
0
1421786 670/670 F 293,111.81
ZZ
CARTER C W 341 292,049.90
55
14 EAST 90TH STREET 10.125 2,622.55
48
8E 9.875 2,622.55
620,000.00
NEW YORK NY 10128 2 01/01/95
00
1895699 11 02/01/95
0
1895699 O 06/01/23
0
1
1421787 593/728 F 236,700.00
ZZ
CHIARO PRESTON S 360 236,549.06
1
1475 WEST WILLOW LANE 8.250 1,778.25
90
8.000 1,778.25
263,000.00
PARK CITY UT 84060 1 05/30/95
12
0380132333 03 07/01/95
25
6545321 O 06/01/25
0
1421788 670/670 F 261,846.94
ZZ
HICKEY THOMAS J 338 260,762.16
1
133 MARVIN RIDGE ROAD 9.625 2,251.51
44
9.375 2,251.51
595,000.00
NEW CANAAN CT 06840 2 12/01/94
00
8796360 05 01/01/95
0
8796360 O 02/01/23
0
1421791 670/670 F 380,000.00
ZZ
JONES EUGENE L 360 379,594.01
1
2530 VIA PISA 9.125 3,091.81
80
8.875 3,091.81
475,000.00
DEL MAR CA 92014 1 04/14/95
00
9039309 05 06/01/95
0
9039309 O 05/01/25
0
1421792 670/670 F 250,000.00
ZZ
MARKLEY PHILLIP C 360 249,852.40
1
1804 KINGLET COURT 8.625 1,944.48
62
8.375 1,944.48
404,000.00
COSTA MESA CA 92626 1 04/28/95
00
30014204 05 07/01/95
0
30014204 O 06/01/25
0
1421793 670/670 F 350,000.00
ZZ
MORITA RUSSELL K 360 349,779.08
1
1116 GRANVIA ALTAMIRA 8.300 2,641.75
64
8.050 2,641.75
550,000.00
PALOS VERDES ES CA 90274 1 05/08/95
00
4854667 05 07/01/95
0
4854667 O 06/01/25
0
1421794 670/670 F 342,000.00
ZZ
MOFFITT STEPHEN T 360 341,491.31
1
45 ADAMS DRIVE 9.500 2,875.73
90
9.250 2,875.73
380,000.00
1
BELLE MEAD NJ 08502 1 03/17/95
04
1370979 05 05/01/95
20
1370979 O 04/01/25
0
1421795 670/670 F 203,000.00
ZZ
FEINBERG JEFFREY P 360 202,783.11
1
5 CENTRAL PARK WEST 9I 9.125 1,651.68
41
8.875 1,651.68
505,000.00
NEW YORK NY 10023 1 04/13/95
00
445673 08 06/01/95
0
445673 O 05/01/25
0
1421796 670/670 F 244,000.00
ZZ
CATULLO ROBERT A 360 243,637.11
1
77 LILAC DRIVE 9.500 2,051.68
80
9.250 2,051.68
305,000.00
CLINTON TWP NJ 08801 1 03/15/95
00
1055708 05 05/01/95
0
1055708 O 04/01/25
0
1421797 670/670 F 272,250.00
ZZ
O'ROURKE SUSAN B 360 271,855.57
1
100 SKYVIEW LANE 9.625 2,314.10
90
9.375 2,314.10
302,500.00
NEW ROCHELLE NY 10804 1 03/17/95
04
1368877 05 05/01/95
17
1368877 O 04/01/25
0
1421798 670/670 F 216,900.00
ZZ
LORENZEN TOD J 360 216,468.13
1
10 BERKSHIRE COURT 9.500 1,823.82
90
9.250 1,823.82
241,000.00
CHESHIRE CT 06410 1 02/28/95
04
1368389 05 04/01/95
17
1368389 O 03/01/25
0
1421799 670/670 F 232,000.00
ZZ
BERGOFIN GEORGE L 360 231,645.76
452
180 W END AVENUE 9.375 1,929.66
80
APT 30-D 9.125 1,929.66
290,000.00
NEW YORK NY 10023 2 03/28/95
00
1369644 12 05/01/95
0
1369644 O 04/01/25
0
1
1421801 670/670 F 292,000.00
ZZ
SCHUTZENGEL ROY E 360 291,554.16
1
165 BUTTERNUT LANE 9.375 2,428.71
80
9.125 2,428.71
365,000.00
STRATFORD CT 06497 1 03/02/95
00
22300890 05 05/01/95
0
22300890 O 04/01/25
0
1421804 670/670 F 400,000.00
ZZ
HERBERT PETER N 360 399,138.79
1
57 ISLAND VIEW AVENUE 9.125 3,254.53
80
8.875 3,254.53
500,000.00
BRANFORD CT 06405 1 02/15/95
00
16225790 05 04/01/95
0
16225790 O 03/01/25
0
1421805 670/670 F 330,000.00
ZZ
BLOHOWIAK DONALD W 360 329,440.87
1
1 GLACIER DRIVE 8.875 2,625.63
90
8.625 2,625.63
369,999.00
WEST WINDSOR NJ 08648 1 03/20/95
10
3308090 05 05/01/95
17
3308090 O 04/01/25
0
1421810 025/025 F 387,000.00
ZZ
PRIETO ANDRES A 360 386,765.55
1
6800 SW 120 STREET 8.500 2,975.70
90
8.250 2,975.70
430,000.00
MIAMI FL 33156 1 05/31/95
14
108266 05 07/01/95
25
108266 O 06/01/25
0
1421811 593/593 F 272,000.00
ZZ
PIERCE JONI K 360 271,835.22
1
50 CANYON RIDGE 8.500 2,091.45
80
8.250 2,091.45
340,000.00
SANDIA PARK NM 87047 1 05/30/95
00
6804561 03 07/01/95
0
6804561 O 06/01/25
0
1421813 604/728 F 630,000.00
ZZ
MC CORMACK GEORGIANND 360 630,000.00
1
1
68 FARM STREET 8.875 5,012.56
70
8.625 5,012.56
900,000.00
DOVER MA 02030 1 06/21/95
00
0380137498 05 08/01/95
0
77000528 O 07/01/25
0
1421819 595/728 F 155,000.00
ZZ
EVANS CARL 360 154,901.17
1
24 PALACIO ROAD 8.250 1,164.46
69
8.000 1,164.46
226,000.00
SANTA FE NM 87505 1 05/24/95
00
0380136565 05 07/01/95
0
6022172 O 06/01/25
0
1421831 637/728 F 215,550.00
ZZ
SUNDQUIST STEVEN V 360 215,425.98
1
2418 HIGH VISTA DRIVE 8.750 1,695.74
90
8.500 1,695.74
239,500.00
HENDERSON NV 89014 1 05/18/95
12
0380134354 03 07/01/95
25
4533709 O 06/01/25
0
1421834 637/728 F 326,000.00
ZZ
MAMIYE BONNIE 360 325,790.28
1
42 OLD POND ROAD 9.000 2,623.07
75
8.750 2,623.07
435,000.00
GREAT NECK NY 11023 1 05/30/95
00
0380144585 05 07/01/95
0
4461182 O 06/01/25
0
1421853 698/728 F 416,800.00
ZZ
BURSTEIN JONATHAN 360 416,800.00
1
3453 CONSUELO DRIVE 8.625 3,241.83
80
8.375 3,241.83
521,000.00
CALABASAS CA 91302 1 06/05/95
00
0380133703 05 08/01/95
0
4925 O 07/01/25
0
1421880 744/728 F 264,350.00
ZZ
TAYLOR PAMELA 360 264,197.91
1
1424 EL MIRADERO AVENUE 8.750 2,079.64
75
8.500 2,079.64
352,500.00
GLENDALE CA 91202 1 05/25/95
00
0380135385 05 07/01/95
0
1
74029 O 06/01/25
0
1421896 403/728 F 187,865.06
ZZ
STONE LARRY L 316 187,563.39
1
340 TURRILL BROOK DRIVE 8.865 1,538.13
70
8.615 1,538.13
270,000.00
SOUTHBURY CT 06488 1 03/27/95
00
0380131509 05 06/01/95
0
1750777 O 09/01/21
0
1421897 736/728 F 102,700.00
ZZ
EVANS LARRY K 360 102,637.79
1
2790 SUNSET AVENUE 8.500 789.67
75
8.250 789.67
137,000.00
WEST LINN OR 97068 5 05/26/95
00
0380136607 05 07/01/95
0
437151 O 06/01/25
0
1421921 637/728 F 204,000.00
ZZ
NICOLARDI DAVID E 360 203,885.63
1
5611 RUSHING RIVER DRIVE 8.875 1,623.12
80
8.625 1,623.12
255,000.00
KINGWOOD TX 77345 1 05/26/95
00
0380132721 03 07/01/95
0
3357464 O 06/01/25
0
1421939 180/728 F 347,400.00
ZZ
HAM ROBERT J 360 347,184.06
1
4158 GRAYWOOD COURT 8.375 2,640.50
90
8.125 2,640.50
386,000.00
SANTA ROSA CA 95404 1 05/18/95
10
0380131350 05 07/01/95
25
3385218 O 06/01/25
0
1421945 A39/728 F 408,000.00
ZZ
CHRISTENSEN KENNETH E 360 408,000.00
1
1263 HIDDEN SPRINGS AVENUE 8.375 3,101.09
80
8.125 3,101.09
510,000.00
AGOURA CA 91301 1 06/27/95
00
0380144346 03 08/01/95
0
9500382 O 07/01/25
0
1
1422023 561/728 F 857,500.00
ZZ
BLOSSER GARY G 360 856,980.52
1
10495 HANNAH FARM ROAD 8.500 6,593.44
70
8.250 6,593.44
1,225,471.00
OAKTON VA 22124 1 05/31/95
00
0380132697 05 07/01/95
0
8486052 O 06/01/25
0
1422042 A52/728 F 393,000.00
ZZ
WRIGHT ROBERT U 360 393,000.00
1
2733 WYNGATE ROAD 7.875 2,849.52
73
7.625 2,849.52
540,000.00
ATLANTA GA 30305 5 06/16/95
00
0380132119 05 08/01/95
0
110338 O 07/01/25
0
1422047 003/728 F 375,000.00
ZZ
STARKWEATHER DAVID R 360 375,000.00
1
880 WATERFORD GREEN 8.250 2,817.25
79
8.000 2,817.25
475,000.00
MARIETTA GA 30068 1 06/09/95
00
0380132192 03 08/01/95
0
0061063265 O 07/01/25
0
1422052 070/728 F 410,400.00
ZZ
YUDMAN GARY 360 410,169.92
1
WHITE OAK LANE 8.875 3,265.33
80
8.625 3,265.33
513,555.00
SCARSDALE NY 10583 1 05/23/95
00
0380132747 05 07/01/95
0
4355693 O 06/01/25
0
1422094 069/728 F 301,000.00
ZZ
SPONG NORMAN L 360 301,000.00
1
5015 AVIEMORE DRIVE 8.375 2,287.82
75
8.125 2,287.82
405,000.00
YORBA LINDA CA 92686 5 06/01/95
00
0380132481 05 08/01/95
0
2362037166 O 07/01/25
0
1422100 A22/728 F 241,200.00
ZZ
ALCALDE DANILO 360 241,200.00
1
14 GATEWAY COURT 8.500 1,854.62
90
8.250 1,854.62
268,000.00
1
WALDWICK NJ 07463 1 06/30/95
01
0380146739 05 08/01/95
25
95570 O 07/01/25
0
1422104 731/728 F 69,750.00
ZZ
COKER JR JAMES E 360 69,711.91
1
117 LINDA LANE 9.000 561.22
75
8.750 561.22
93,000.00
EASLEY SC 29642 2 05/31/95
00
0380139007 05 07/01/95
0
3140660517 O 06/01/25
0
1422109 562/562 F 96,000.00
ZZ
NEW ALFRED 360 96,000.00
1
488 CHESTNUT STREET 8.625 746.68
67
8.375 746.68
145,000.00
KEARNY NJ 07032 2 06/15/95
00
457622 05 08/01/95
0
457622 O 07/01/25
0
1422143 A52/728 F 460,000.00
ZZ
HENRY ROBERT A 360 460,000.00
1
3 HAMMOCK VIEW LANE 7.875 3,335.32
64
7.625 3,335.32
725,000.00
SAVANNAH GA 31411 5 06/24/95
00
0380140260 05 08/01/95
0
110170 O 07/01/25
0
1422174 696/728 F 465,000.00
ZZ
BECKER STANLEY A 360 465,000.00
1
9200 HAMPTON HUNT DRIVE 8.625 3,616.72
75
8.375 3,616.72
620,000.00
FAIRFAX STATION VA 22039 1 06/13/95
00
0380132861 03 08/01/95
0
7030467 O 07/01/25
0
1422247 051/728 F 416,000.00
ZZ
CARTER ROBERT R 360 416,000.00
1
513 KONSTANTY CIRCLE 8.500 3,198.68
80
8.250 3,198.68
520,000.00
AUSTIN TX 78746 1 06/07/95
00
0380136557 05 08/01/95
0
30100740 O 07/01/25
0
1
1422249 051/728 F 328,500.00
ZZ
QUINN MICHAEL 360 328,500.00
1
3805 KENNELWOOD ROAD 8.625 2,555.04
90
8.375 2,555.04
365,000.00
AUSTIN TX 78703 1 06/06/95
10
0380135476 05 08/01/95
25
30100827 O 07/01/25
0
1422254 051/728 F 185,000.00
ZZ
ROWAN ROBERT B 360 184,885.02
1
10526 TENNESSEE AVENUE 8.375 1,406.13
55
8.125 1,406.13
340,000.00
LOS ANGELES CA 90064 1 05/31/95
00
0380136235 05 07/01/95
0
10106664 O 06/01/25
0
1422259 051/728 F 370,000.00
ZZ
GLASER JAY 360 370,000.00
1
2615 SUNNYSIDE RIDGE ROAD 8.125 2,747.24
75
7.875 2,747.24
495,000.00
RANCHO PALOS VE CA 90274 1 06/07/95
00
0380135229 05 08/01/95
0
10106686 O 07/01/25
0
1422261 A06/728 F 257,500.00
ZZ
ANTONINI AUDBERTO 360 257,500.00
1
39378 KENNEDY CT 8.500 1,979.96
84
8.250 1,979.96
310,000.00
FARMINGTON HILL MI 48335 2 06/16/95
10
0380134362 05 08/01/95
12
00100CR00950489 O 07/01/25
0
1422273 051/728 F 248,000.00
ZZ
MCDOWELL RICHARD D 360 248,000.00
1
3816 DUNFORD WAY 8.000 1,819.74
80
7.750 1,819.74
310,000.00
SANTA CLARA CA 95051 2 06/07/95
00
0380135484 05 08/01/95
0
10106675 O 07/01/25
0
1422303 232/232 F 956,250.00
ZZ
JOHNSON GLEN R 360 956,250.00
1
1
172 PALOMA DRIVE 9.000 7,694.20
75
8.750 7,694.20
1,275,000.00
CORAL GABLES FL 33143 1 06/01/95
00
150173 03 08/01/95
0
150173 O 07/01/25
0
1422551 757/757 F 258,400.00
ZZ
SMITH GORDON D 360 258,400.00
1
610 BRANDY COURTS 8.750 2,032.84
95
8.500 2,032.84
272,000.00
WEDDINGTON NC 28173 1 06/02/95
11
2497048 03 08/01/95
30
2497048 O 07/01/25
0
1422552 A02/728 F 251,000.00
ZZ
YOUNG GEORGE E 360 251,000.00
1
11 NORTH TRAIL 8.375 1,907.78
80
8.125 1,907.78
314,000.00
HAWTHORN WOODS IL 60047 1 06/23/95
00
0380133877 05 08/01/95
0
YOUNG O 07/01/25
0
1422569 070/728 F 221,300.00
ZZ
SLAVIN ELLEN 360 221,098.08
1
2728 ELLIOT STREET 9.875 1,921.66
95
9.625 1,921.66
233,000.00
MERRICK NY 11566 1 04/25/95
14
0380135617 05 06/01/95
30
3696989 O 05/01/25
0
1422572 367/367 F 240,340.94
ZZ
GARZON R H 319 240,107.52
1
14408 FRANCES GREEN WAY 7.625 1,760.59
77
7.375 1,760.59
314,000.00
N POTOMAC MD 20878 1 06/05/95
00
75205210 05 07/01/95
0
75205210 O 01/01/22
0
1422575 163/728 F 288,000.00
ZZ
URELES STEVEN D 360 287,062.77
1
5 ASCOT LANE 9.125 2,343.26
90
8.875 2,343.26
320,000.00
OLD LYME CT 06371 1 12/19/94
04
0380138710 05 02/01/95
17
1
371568240 O 01/01/25
0
1422581 163/728 F 243,600.00
ZZ
PIZZI JOHN 360 243,459.84
1
1 JEANINE COURT 8.750 1,916.41
80
8.500 1,916.41
304,500.00
MANALAPAN NJ 07726 1 05/01/95
00
0380138124 05 07/01/95
0
371645189 O 06/01/25
0
1422618 A35/728 F 232,800.00
ZZ
HO STANTON M 360 232,800.00
1
3916 RUSKIN STREET 8.750 1,831.44
90
8.500 1,831.44
258,800.00
LAS VAGAS NV 89117 1 06/26/95
04
0380142407 03 08/01/95
25
1991 O 07/01/25
0
1422622 169/169 F 381,000.00
ZZ
GORMAN ROBERT J 360 381,000.00
1
243 EXMOOR AVE 9.250 3,134.40
66
8.375 3,134.40
585,000.00
GLEN ELLYN IL 60137 2 05/30/95
00
2704200 05 08/01/95
0
2704200 O 07/01/25
0
1422625 169/169 F 306,000.00
ZZ
BACILEK LEE D 360 305,810.77
1
27463 PRIMROSE LANE 8.400 2,331.23
87
8.275 2,331.23
352,000.00
MUNDELEIN IL 60060 1 05/26/95
01
5550581 03 07/01/95
25
5550581 O 06/01/25
0
1422629 018/728 F 292,500.00
ZZ
BEAMAN NANCY 360 292,322.79
1
17118 MAJESTIC RIDGE ROAD 8.500 2,249.08
90
8.250 2,249.08
325,000.00
AUSTIN TX 78734 1 06/02/95
01
0380134842 05 07/01/95
25
222737 O 06/01/25
0
1
1422630 169/169 F 240,000.00
ZZ
BARNES FRANK H 360 240,000.00
1
12034 RICHARD AVENUE 8.500 1,845.40
80
8.375 1,845.40
300,000.00
PALOS HEIGHTS IL 60463 2 05/31/95
00
3510808 05 08/01/95
0
3510808 O 07/01/25
0
1422655 776/728 F 252,000.00
ZZ
WEISS MARLENE K 360 252,000.00
1
125 NORTH GALE DRIVE #403 8.750 1,982.48
80
8.500 1,982.48
315,000.00
BEVERLY HILLS CA 90211 1 06/02/95
00
0380145624 01 08/01/95
0
2121281 O 07/01/25
0
1422660 608/728 F 315,000.00
ZZ
MOFFETT JOHN T 360 315,000.00
1
161 GULPH HILLS ROAD 8.625 2,450.04
90
8.375 2,450.04
350,000.00
RADNOR PA 19087 1 06/09/95
01
0380135450 05 08/01/95
25
50011313 O 07/01/25
0
1422670 232/232 F 682,500.00
ZZ
PANVELKAR GOPAL V 343 682,061.89
1
70 LAKERIDGE COURT 8.875 5,485.77
70
8.625 5,485.77
975,000.00
COLUMBUS GA 31904 2 05/25/95
00
856792 05 07/01/95
0
856792 O 01/01/24
0
1422698 744/728 F 220,800.00
ZZ
HYLAND TIMOTHY W 360 220,662.76
1
844 A PAGE STREET 8.375 1,678.24
80
8.125 1,678.24
276,000.00
SAN FRANCISCO CA 94114 1 05/22/95
00
0380136599 01 07/01/95
0
73667 O 06/01/25
0
1422709 766/728 F 105,000.00
ZZ
FORSYTH MAGELINE M 360 105,000.00
1
3250 NE 12 STREET 8.625 816.68
75
8.375 816.68
140,000.00
1
POMPANO BEACH FL 33062 1 06/30/95
00
0380146234 01 08/01/95
0
95LA052 O 07/01/25
0
1422723 306/728 F 215,000.00
ZZ
TUDOR JOEL L 360 215,000.00
1
1920 WEST CRYSTAL PEAK 8.250 1,615.23
75
8.000 1,615.23
288,482.00
HIGHLANDS RANCH CO 80126 1 06/16/95
00
0380136045 03 08/01/95
0
2200376 O 07/01/25
0
1422737 028/728 F 480,000.00
ZZ
SANCHEZ RONALD K 360 480,000.00
1
160 DUGGAN ROAD 8.000 3,522.07
60
7.750 3,522.07
800,000.00
REDWOOD CITY CA 94062 2 06/07/95
00
0380140849 05 08/01/95
0
167921 O 07/01/25
0
1422738 A37/728 F 228,800.00
ZZ
DONALD MILTON L 360 228,800.00
1
5820 PERSIMMON DRIVE 8.375 1,739.05
88
8.125 1,739.05
260,000.00
MADISON WI 53711 2 06/05/95
14
0380137779 05 08/01/95
25
95WW06128 O 07/01/25
0
1422765 506/728 F 250,000.00
T
KENT ROBERT A 360 250,000.00
1
16 LAFAYETTE DRIVE 8.500 1,922.28
80
8.250 1,922.28
315,000.00
RANCHO MIRAGE CA 92270 1 06/05/95
00
0380137407 03 08/01/95
0
070024450 O 07/01/25
0
1423345 736/728 F 360,000.00
ZZ
TETREAULT PAUL L 360 360,000.00
1
32232 PHANTOM DRIVE 8.625 2,800.04
80
8.375 2,800.04
450,000.00
RANCHO PALOS VE CA 90275 5 06/04/95
00
0380139825 05 08/01/95
0
442044 O 07/01/25
0
1
1423502 171/728 F 223,250.00
ZZ
BREWER RANDY G 360 223,250.00
1
5336 BUTTERFIELD STREET 8.750 1,756.31
95
8.500 1,756.31
235,000.00
CAMARILLO CA 93012 1 06/14/95
10
0380139783 05 08/01/95
30
25028642 O 07/01/25
0
1423505 685/728 F 224,000.00
ZZ
PERRY MARTIN 360 224,000.00
1
9722 CLEARBROOK DRIVE 8.375 1,702.57
80
8.125 1,702.57
280,000.00
HUNTINGTON BEAC CA 92646 1 06/15/95
00
0380143041 05 08/01/95
0
101876 O 07/01/25
0
1423523 686/686 F 270,000.00
ZZ
FECHT MICHAEL J 360 270,000.00
1
1125 CUMBERLAND ROAD 8.750 2,124.10
80
8.050 2,124.10
340,000.00
CHATTANOOGA TN 37419 2 06/02/95
00
30816797914 05 08/01/95
0
30816797914 O 07/01/25
0
1423524 686/686 F 281,200.00
ZZ
CRAWFORD G R 360 281,200.00
1
5459 EAST SUNCREST ROAD 8.300 2,122.46
75
8.050 2,122.46
375,000.00
ANAHEIM CA 92807 1 06/01/95
00
30816882948 03 08/01/95
0
30816882948 O 07/01/25
0
1423525 686/686 F 53,580.00
ZZ
FATTOUH MOHAMMAD Z 360 53,580.00
1
707 HILLS BLVD 8.600 415.79
75
8.350 415.79
71,440.00
PORT ORANGE FL 32127 1 06/09/95
00
30816454896 05 08/01/95
0
30816454896 O 07/01/25
0
1423526 686/686 F 95,000.00
ZZ
KAN ELEONORA 360 95,000.00
1
1
111 METROPOLITAN AVENUE 8.175 708.71
70
UNIT 43L 7.925 708.71
137,000.00
ASHLAND MA 01721 1 06/09/95
00
30816643449 01 08/01/95
0
30816643449 O 07/01/25
0
1423527 686/686 F 30,000.00
ZZ
PFOLSGROFF RETA 360 30,000.00
1
122 MABRY DRIVE 9.125 244.09
38
8.795 244.09
80,000.00
RED OAK TX 75154 1 06/02/95
00
30816798540 05 08/01/95
0
30816798540 O 07/01/25
0
1423528 686/686 F 25,000.00
ZZ
CLARAMUNT REINELDA 360 25,000.00
1
2400 BRAEMAR DRIVE 8.325 189.14
32
8.075 189.14
80,400.00
KISSIMMEE FL 34743 1 06/09/95
00
30816929749 03 08/01/95
0
30816929749 O 07/01/25
0
1423531 686/686 F 24,000.00
ZZ
CARROLL JOAN E 360 24,000.00
1
24008 NE TREEHILL DRIVE 8.100 177.78
45
7.850 177.78
54,000.00
TROUTDALE OR 97060 1 06/07/95
00
30816403786 01 08/01/95
0
30816403786 O 07/01/25
0
1423536 686/686 F 600,000.00
ZZ
KARI DONALD G 360 600,000.00
1
460 W LK SAMMAMISH PKY NE 8.150 4,465.49
80
7.900 4,465.49
750,000.00
BELLEVUE WA 98008 4 06/09/95
00
30816537807 05 08/01/95
0
30816537807 O 07/01/25
0
1423542 561/728 F 220,500.00
BB
GRIFFIN STELLA L 360 220,359.39
1
11408 CROWNWOOD LANE 8.250 1,656.55
90
8.000 1,656.55
245,000.00
ROCKVILLE MD 20850 1 05/31/95
04
0380140302 09 07/01/95
25
1
8486987 O 06/01/25
0
1423662 073/728 F 105,000.00
ZZ
CAROSELLO DANIEL J 360 105,000.00
1
29 SUMMIT AVENUE 8.750 826.04
66
TOWNSHIP OF 8.500 826.04
160,000.00
LOWER PROVIDENC PA 19403 1 06/12/95
00
0380140740 05 08/01/95
0
4455473 O 07/01/25
0
1423665 241/241 F 211,300.00
ZZ
HOKE DAVID A 360 211,175.25
1
1615 BUCKINGHAM DRIVE 8.625 1,643.47
90
8.375 1,643.47
234,801.00
MURFREESBORO TN 37129 1 05/31/95
19
1770635 05 07/01/95
25
1770635 O 06/01/25
0
1423675 640/640 F 244,000.00
ZZ
HAMBLIN III JAMES L 360 243,859.62
1
11266 COUNTRY FOREST COVE 8.750 1,919.55
80
8.500 1,919.55
305,000.00
COLLIERVILLE TN 38017 1 05/26/95
00
938852 05 07/01/95
0
938852 O 06/01/25
0
1423679 771/728 F 209,250.00
ZZ
FELL S K 360 209,250.00
1
16 STRATFORD DR 8.500 1,608.95
90
8.250 1,608.95
232,500.00
CLIFTON PARK NY 12065 1 06/21/95
04
0380140807 05 08/01/95
25
950159G O 07/01/25
0
1423683 470/728 F 294,000.00
ZZ
AVEDANO PAUL R 360 294,000.00
1
10 SAN BLAS COURT 8.250 2,208.73
73
8.000 2,208.73
406,500.00
NOVATO CA 94945 1 06/08/95
00
0380140179 05 08/01/95
0
25061122 O 07/01/25
0
1
1423690 369/369 F 230,000.00
ZZ
GOODALL JOHN T 360 229,857.04
1
587 PINEY ISLAND DRIVE 8.375 1,748.17
86
8.125 1,748.17
270,000.00
FERNANDINA BEAC FL 32034 4 05/31/95
04
48635486 05 07/01/95
17
48635486 O 06/01/25
0
1423698 698/728 F 293,100.00
ZZ
ALKHOULI HASSAN 360 293,100.00
1
19429 SANDPEBBLE CIRCLE 8.375 2,227.77
80
8.125 2,227.77
366,383.00
HUNTINGTON BEAC CA 92648 1 06/15/95
00
0380140468 05 08/01/95
0
7402793 O 07/01/25
0
1423708 051/728 F 640,000.00
ZZ
ANDERS LARRY K 360 640,000.00
1
3028 SHADOW DRIVE WEST 8.125 4,751.98
78
7.875 4,751.98
825,000.00
ARLINGTON TX 76006 2 06/20/95
00
0380140419 05 08/01/95
0
30100954 O 07/01/25
0
1423741 575/728 F 237,500.00
ZZ
LA CROIX CLAYTON A 360 237,500.00
1
22 CONSTITUTION DRIVE 8.125 1,763.43
95
7.875 1,763.43
250,000.00
SOUTHAMPTON TWP NJ 08088 1 06/12/95
14
0380142076 05 08/01/95
30
455002973 O 07/01/25
0
1423759 696/728 F 224,000.00
ZZ
BENNETT DEAN R 360 224,000.00
1
1923 AUBREY PLACE COURT 7.750 1,604.76
80
7.500 1,604.76
280,000.00
VIENNA VA 22182 1 06/19/95
00
0380138850 05 08/01/95
0
2235491 O 07/01/25
0
1423765 003/728 F 281,600.00
ZZ
MCPHILLIPS WILLIAM W 360 281,600.00
1
545 MILLSBEE LANE 7.875 2,041.80
80
7.625 2,041.80
352,000.00
1
ROSWELL GA 30075 1 06/19/95
00
0380139692 03 08/01/95
0
0061062837 O 07/01/25
0
1423770 696/728 F 541,600.00
ZZ
HORNE DARRYL K 360 541,600.00
1
1732 BROOKSIDE LANE 8.625 4,212.51
80
8.375 4,212.51
678,700.00
VIENNA VA 22182 2 06/15/95
00
0380138868 05 08/01/95
0
7020461 O 07/01/25
0
1423771 369/369 F 300,000.00
ZZ
SHORT RODNEY A 360 299,798.70
1
18731 RIVER FALLS DRIVE 8.000 2,201.30
58
7.750 2,201.30
525,000.00
DAVIDSON NC 28036 1 06/02/95
00
48680581 03 07/01/95
0
48680581 O 06/01/25
0
1423784 561/728 F 92,000.00
ZZ
SCHEER GLORIA M 360 91,948.42
1
7047 SKYLAND DRIVE 8.875 732.00
57
8.625 732.00
162,000.00
WARRENTON VA 22186 1 05/26/95
00
0380138579 05 07/01/95
0
8544967 O 06/01/25
0
1423868 439/439 F 272,000.00
ZZ
ENG DANIEL G 360 272,000.00
1
4211 174TH STREET SOUTHEAST 7.500 1,901.87
80
7.375 1,901.87
341,000.00
BOTHELL WA 98012 1 06/05/95
00
1780077 05 08/01/95
0
1780077 O 07/01/25
0
1423870 439/439 F 280,000.00
ZZ
CARMODY JEFFREY S 360 280,000.00
1
2704 VERNON ROAD 7.650 1,986.65
80
7.525 1,986.65
350,000.00
SANTA BARBARA CA 93105 1 06/13/95
00
1783434 05 08/01/95
0
1783434 O 07/01/25
0
1
1423871 439/439 F 495,000.00
ZZ
RODGER STEVEN C 360 495,000.00
1
36 FAIRWAY LANE 7.650 3,512.10
80
7.525 3,512.10
620,000.00
GREENWICH CT 06830 1 06/15/95
00
1784631 05 08/01/95
0
1784631 O 07/01/25
0
1423872 439/439 F 400,000.00
ZZ
KRATZER WAYNE 360 400,000.00
1
3846 HUMBOLDT DRIVE 7.700 2,851.85
65
7.575 2,851.85
620,000.00
HUNTINGTON BEAC CA 92649 1 06/05/95
00
1778023 05 08/01/95
0
1778023 O 07/01/25
0
1423873 439/439 F 370,000.00
ZZ
JENSEN LAWRENCE C 360 370,000.00
1
11 LINARIA WAY 7.700 2,637.96
48
7.575 2,637.96
770,833.00
PORTOLA VALLEY CA 94028 1 06/07/95
00
1778894 05 08/01/95
0
1778894 O 07/01/25
0
1423874 439/439 F 258,000.00
ZZ
TAYLOR TIMOTHY J 360 258,000.00
1
15930 LA ESCUELA CT 7.750 1,848.35
80
7.625 1,848.35
322,500.00
MORGAN HILL CA 95037 1 06/13/95
00
1780291 05 08/01/95
0
1780291 O 07/01/25
0
1423875 439/439 F 419,600.00
ZZ
LIANG EDISON P 360 419,600.00
1
11719 GREENBAY DRIVE 7.750 3,006.07
80
7.625 3,006.07
525,000.00
HOUSTON TX 77024 2 06/08/95
00
1784088 05 08/01/95
0
1784088 O 07/01/25
0
1423877 439/439 F 219,200.00
ZZ
LAY SCOTT J 360 219,200.00
1
1
2529 RIVERWOODS DRIVE 7.850 1,585.56
80
7.725 1,585.56
274,000.00
NAPERVILLE IL 60565 1 06/15/95
00
1786109 05 08/01/95
0
1786109 O 07/01/25
0
1423879 439/439 F 254,000.00
ZZ
SHERROD CHARLES W 360 254,000.00
1
1968 MENALTO AV 7.850 1,837.28
69
7.725 1,837.28
369,000.00
MENLO PARK CA 94025 5 06/08/95
00
1787759 05 08/01/95
0
1787759 O 07/01/25
0
1423881 439/439 F 250,000.00
ZZ
ROME WILLIAM 360 250,000.00
1
5 DAYMON TERRACE 7.900 1,817.02
80
7.775 1,817.02
312,500.00
LARCHMONT NY 10538 1 06/20/95
00
1776582 05 08/01/95
0
1776582 O 07/01/25
0
1423882 439/439 F 274,000.00
ZZ
DOWLESS DONNA R 360 274,000.00
1
1055 LANCASTER DR 7.900 1,991.45
71
7.775 1,991.45
389,500.00
ORLANDO FL 32806 1 06/06/95
00
1780709 05 08/01/95
0
1780709 O 07/01/25
0
1423891 439/439 F 321,600.00
ZZ
CLARK LARRY A 360 321,600.00
1
15615 LA JOLLA DR 8.100 2,382.25
80
7.975 2,382.25
402,000.00
MORGAN HILL CA 95037 1 05/31/95
00
1775931 05 08/01/95
0
1775931 O 07/01/25
0
1423892 439/439 F 496,800.00
ZZ
GELBER HOWARD 360 496,800.00
1
243 HEDGE LN 8.150 3,697.43
80
8.025 3,697.43
621,000.00
HEWLETT HBR NY 11557 1 06/20/95
00
1767103 05 08/01/95
0
1
1767103 O 07/01/25
0
1423896 439/439 F 326,200.00
ZZ
FOULK WILLIAM H 360 326,200.00
1
10860 SW 25TH ST 8.150 2,427.74
75
8.025 2,427.74
435,000.00
DAVIE FL 33324 5 06/09/95
00
1787077 05 08/01/95
0
1787077 O 07/01/25
0
1423897 439/439 F 212,000.00
ZZ
QUINN STEVEN W 360 212,000.00
1
2531 DUNDEE WY 8.200 1,585.24
80
8.075 1,585.24
265,000.00
VISTA CA 92083 1 06/15/95
00
1785186 05 08/01/95
0
1785186 O 07/01/25
0
1423898 439/439 F 395,000.00
ZZ
BRIGHAM SCOTT R 360 395,000.00
1
1655 BARLEY GRAIN DRIVE 8.250 2,967.51
80
8.125 2,967.51
495,000.00
PASO ROBLES CA 93446 1 06/12/95
00
1774419 05 08/01/95
0
1774419 O 07/01/25
0
1423899 439/439 F 262,800.00
ZZ
FOUCHE JULIEN E 360 262,800.00
1
8706 WITTENWOOD CV 8.250 1,974.33
90
8.125 1,974.33
292,000.00
ORLANDO FL 32836 1 06/09/95
10
1783161 05 08/01/95
25
1783161 O 07/01/25
0
1423904 439/439 F 378,700.00
ZZ
FIRESTONE ROBERT P 360 378,700.00
1
925 SAUNDERS ROAD 8.500 2,911.88
75
8.375 2,911.88
504,933.00
RIVERWOODS IL 60015 5 05/31/95
00
1783220 05 08/01/95
0
1783220 O 07/01/25
0
1
1423921 439/439 F 375,000.00
ZZ
SIMON JEFFREY 360 375,000.00
1
6 TWELVEPENCE CT 7.550 2,634.91
78
7.425 2,634.91
486,000.00
MELVILLE NY 11747 1 06/21/95
00
1770983 05 08/01/95
0
1770983 O 07/01/25
0
1423923 439/439 F 310,500.00
ZZ
LUGOD ENRIQUE R 360 310,500.00
1
2235 DEVON PLACE 7.750 2,224.47
90
7.625 2,224.47
345,000.00
MILPITAS CA 95035 1 06/16/95
10
1784406 05 08/01/95
25
1784406 O 07/01/25
0
1423924 439/439 F 274,500.00
T
GENDRON BLAKE P 360 274,500.00
1
1340 CORAL DR W 7.950 2,004.63
90
7.825 2,004.63
305,000.00
TACOMA WA 98466 1 06/14/95
10
1789478 05 08/01/95
25
1789478 O 07/01/25
0
1423925 439/439 F 262,500.00
ZZ
KEI YAT K 360 262,500.00
1
28 17 216TH STREET 8.200 1,962.86
75
8.075 1,962.86
350,000.00
BAYSIDE NY 11361 1 06/21/95
00
1774068 05 08/01/95
0
1774068 O 07/01/25
0
1423926 439/439 F 316,000.00
ZZ
FRAGA LAZARO 360 316,000.00
1
2618 COLUMBUS BOULEVARD 8.250 2,374.01
80
8.125 2,374.01
395,000.00
CORAL GABLES FL 33134 1 06/20/95
00
1782599 05 08/01/95
0
1782599 O 07/01/25
0
1423934 439/439 F 354,000.00
ZZ
CHERRY BRIAN K 360 354,000.00
1
1951 LOMBARDY DRIVE 7.750 2,536.10
75
7.625 2,536.10
472,000.00
1
LA CANADA-FLINT CA 91011 1 06/21/95
00
1786258 05 08/01/95
0
1786258 O 07/01/25
0
1423936 439/439 F 220,000.00
ZZ
RAPISARDA ANTHONY I 360 220,000.00
1
1280 MEDINAH DRIVE 8.100 1,629.65
54
7.975 1,629.65
407,905.00
ITASCA IL 60143 1 06/22/95
00
1772640 05 08/01/95
0
1772640 O 07/01/25
0
1423937 439/439 F 248,800.00
ZZ
NEWMAN JOE 360 248,800.00
1
10425 MOUNTAIN GLEN TERRACE 8.150 1,851.69
90
8.025 1,851.69
276,500.00
SAN DIEGO CA 92131 1 06/19/95
10
1783308 05 08/01/95
25
1783308 O 07/01/25
0
1423940 439/439 F 295,000.00
ZZ
NAVA-COCA MARIA V 360 295,000.00
1
3620 HARLANO STREET 8.200 2,205.88
75
8.075 2,205.88
395,000.00
CORAL GABLES FL 33134 2 06/16/95
00
1778314 05 08/01/95
0
1778314 O 07/01/25
0
1423969 943/943 F 215,200.00
ZZ
KESTLE STEPHEN J 360 214,825.84
1
14358 KELLYWOOD LANE 8.750 1,692.98
79
8.500 1,692.98
274,000.00
HOUSTON TX 77079 1 03/31/95
00
5050002639 03 05/01/95
0
5050002639 O 04/01/25
0
1423972 943/943 F 336,000.00
ZZ
ALLCOTT WAYNE G 360 335,580.84
1
10183 EAST CORTEZ DRIVE 8.375 2,553.85
80
8.125 2,553.85
420,000.00
SCOTTSDALE AZ 85260 1 04/18/95
00
5050002916 03 06/01/95
0
5050002916 O 05/01/25
0
1
1423973 943/943 F 255,600.00
ZZ
VENITZ JOHN W 360 255,600.00
1
1 FOREST GLEN 8.125 1,897.83
90
7.875 1,897.83
284,000.00
KIRKWOOD MO 63122 1 06/12/95
10
5050002995 05 08/01/95
25
5050002995 O 07/01/25
0
1423976 943/943 F 320,400.00
ZZ
SHAKERI MAHNAZ 360 319,989.98
1
3603 LAMPLIGHT DRIVE 8.250 2,407.06
80
8.000 2,407.06
403,000.00
FAIRFAX VA 22033 1 04/21/95
00
5050003525 03 06/01/95
0
5050003525 O 05/01/25
0
1423977 943/943 F 259,150.00
ZZ
ARONSON NAOMI 360 259,008.45
1
1016 RIDGE ROAD 9.000 2,085.18
90
8.750 2,085.18
287,940.00
WILMETTE IL 60091 1 05/31/95
10
5050003880 05 07/01/95
25
5050003880 O 06/01/25
0
1423980 943/943 F 294,000.00
ZZ
WALSH DAVID J 360 293,807.68
1
26 ASPEN WAY 8.125 2,182.95
78
7.875 2,182.95
378,500.00
MORRIS TOWNSHIP NJ 07962 1 05/30/95
00
5050004393 05 07/01/95
0
5050004393 O 06/01/25
0
1423982 943/943 F 308,000.00
ZZ
ABRAMS DAVID 360 307,813.41
1
334 FERNDELL STREET 8.500 2,368.26
80
8.250 2,368.26
385,000.00
UPPER SADDLE RI NJ 07458 1 05/12/95
00
5060000317 05 07/01/95
0
5060000317 O 06/01/25
0
1423984 943/943 F 395,200.00
ZZ
FETZEK JOHN R 360 394,580.61
1
1
1812 MOUNTAIN SHADOW 9.250 3,251.21
80
9.000 3,251.21
500,000.00
STONE MOUNTAIN GA 30087 2 03/23/95
00
5080016958 05 05/01/95
0
5080016958 O 04/01/25
0
1423985 943/943 F 388,000.00
ZZ
BURCIN DOUGLAS M 360 387,596.13
1
122 LINDEN DRIVE 9.250 3,191.99
77
9.000 3,191.99
509,000.00
BASKING RIDGE NJ 07920 2 04/10/95
00
5080017327 05 06/01/95
0
5080017327 O 05/01/25
0
1423986 943/943 F 245,000.00
ZZ
GOULD BRUCE A 360 244,539.95
1
4708 WALNEY KNOLL COURT 8.375 1,862.18
85
8.125 1,862.18
289,100.00
CHANTILLY VA 22021 1 03/23/95
11
5080017414 03 05/01/95
12
5080017414 O 04/01/25
0
1423987 943/943 F 360,000.00
ZZ
SHARPE JEFFERSONL 360 359,615.36
1
135 LABBANCE LANE 9.125 2,929.08
80
8.875 2,929.08
450,000.00
FAIRFIELD CT 06430 1 04/21/95
00
5080017605 05 06/01/95
0
5080017605 O 05/01/25
0
1423988 943/943 F 210,000.00
ZZ
SMITH PATRICK J 360 209,653.30
1
4710 OLDE FORGE COURT 9.000 1,689.71
88
8.750 1,689.71
239,900.00
FAIRFAX VA 22032 1 03/31/95
14
5080020019 05 05/01/95
25
5080020019 O 04/01/25
0
1423989 943/943 F 266,000.00
ZZ
WERNEKE EDWIN M 360 265,862.10
1
601 CHESAPEAKE ROAD 9.250 2,188.32
74
9.000 2,188.32
360,295.00
ST CHARLES IL 60175 1 05/08/95
00
5080020318 05 07/01/95
0
1
5080020318 O 06/01/25
0
1423991 943/943 F 290,000.00
ZZ
FIELDING JULIA R 360 289,681.99
1
59 BELLINGHAM ROAD 9.000 2,333.41
90
8.750 2,333.41
323,000.00
BROOKLINE MA 02146 1 04/21/95
14
5090006798 05 06/01/95
25
5090006798 O 05/01/25
0
1423992 943/943 F 440,300.00
ZZ
SMITH EDWARD L 360 440,300.00
1
3655 ENCANTO DRIVE 8.750 3,463.85
85
8.500 3,463.85
518,000.00
FORT WORTH TX 76109 2 06/02/95
14
5090007091 05 08/01/95
20
5090007091 O 07/01/25
0
1423994 943/943 F 210,000.00
T
TUCKER ANDREW J 360 209,797.99
1
RFD 3 THURSTON HILL ROAD 9.625 1,784.98
70
9.375 1,784.98
300,000.00
SPRINGFIELD NY 13468 2 05/01/95
00
5090007492 05 06/01/95
0
5090007492 O 05/01/25
0
1423997 943/943 F 400,000.00
ZZ
BREWER HEIDI 360 400,000.00
1
106 POINT ROAD 9.125 3,254.54
52
8.875 3,254.54
782,100.00
MARION MA 02738 5 06/02/95
00
5090008452 05 08/01/95
0
5090008452 O 07/01/25
0
1423998 943/943 F 286,650.00
ZZ
MATTSON FOSTER A 360 286,485.08
1
4604 N 65TH STREET 8.750 2,255.08
90
8.500 2,255.08
318,500.00
PHOENIX AZ 85251 1 05/24/95
10
5090008594 02 07/01/95
25
5090008594 O 06/01/25
0
1
1424000 943/943 F 212,850.00
ZZ
RYAN THOMAS 360 212,724.33
1
103 MILLARD AVEVUE 8.625 1,655.53
90
8.375 1,655.53
236,500.00
YONKERS NY 10708 1 05/30/95
21
5506800105 05 07/01/95
25
5506800105 O 06/01/25
0
1424001 943/943 F 332,000.00
ZZ
SAXE JAMES A 360 332,000.00
1
38 BRODWOOD DRIVE 8.500 2,552.80
80
8.250 2,552.80
415,000.00
STAMFORD CT 06902 1 06/13/95
00
5511100266 05 08/01/95
0
5511100266 O 07/01/25
0
1424002 943/943 F 352,000.00
ZZ
HARRINGTON BRIAN J 360 351,781.21
1
5 DOE VIEW LANE 8.375 2,675.46
80
8.125 2,675.46
440,000.00
POUND RIDGE NY 10576 1 06/01/95
00
5511200240 05 07/01/95
0
5511200240 O 06/01/25
0
1424003 943/943 F 215,000.00
T
PIROLO FRANK 360 215,000.00
1
525 LAKE DRIVE 8.125 1,596.37
79
7.875 1,596.37
275,000.00
SOUTHOLD NY 11971 1 06/09/95
00
5512300268 05 08/01/95
0
5512300268 O 07/01/25
0
1424009 943/943 F 220,800.00
ZZ
SPILATRO DOUGLAS A 360 220,544.99
1
1005 SOUTH LINCOLN AVENUE 8.750 1,737.04
80
8.500 1,737.04
276,000.00
PARK RIDGE IL 60068 1 04/28/95
00
5534800174 05 06/01/95
0
5534800174 O 05/01/25
0
1424011 943/943 F 268,000.00
ZZ
PALUMBERI N J 360 267,837.64
1
52 GRAND BOULEVARD 8.500 2,060.69
80
8.250 2,060.69
335,000.00
1
EASTCHESTER NY 10583 1 05/03/95
00
5544500122 05 07/01/95
0
5544500122 O 06/01/25
0
1424020 367/367 F 231,979.28
ZZ
JAGANNATHAN N V 312 231,751.95
1
7 TAVESHIRE COURT 7.875 1,749.69
85
7.625 1,749.69
275,000.00
BETHESDA MD 20817 1 06/06/95
10
1207321 09 07/01/95
22
1207321 O 06/01/21
0
1424022 367/367 F 300,977.87
ZZ
SMUCKER LARRY F 333 300,753.23
1
7908 ROCTON AVENUE 8.500 2,356.57
76
8.250 2,356.57
400,000.00
CHEVY CHASE MD 20815 1 06/26/95
00
75185350 05 07/01/95
0
75185350 O 03/01/23
0
1424031 369/369 F 138,350.00
ZZ
HENRY STEVEN J 360 138,350.00
1
2041 AQUIA DRIVE 8.500 1,063.80
75
8.250 1,063.80
184,500.00
STAFFORD VA 22554 1 06/14/95
00
0047968466 05 08/01/95
0
0047968466 O 07/01/25
0
1424103 267/267 F 100,000.00
ZZ
WANGLER ROBERT F 360 100,000.00
1
5056 WHITECLOVER LANE 7.500 699.22
58
7.250 699.22
172,700.00
ROSEVILLE CA 95747 1 06/07/95
00
7324780 03 08/01/95
0
7324780 O 07/01/25
0
1424109 267/267 F 260,000.00
ZZ
BLISS DONALD L 360 260,000.00
1
3885 FREI ROAD 8.125 1,930.50
41
7.875 1,930.50
635,000.00
SEBASTOPOL CA 95472 5 06/12/95
00
7320419 05 08/01/95
0
7320419 O 07/01/25
0
1
1424129 439/439 F 297,500.00
ZZ
PFEFFERLEN MICHAEL H 360 297,500.00
1
2840 MIRA BELLA CIRCLE 7.750 2,131.33
90
7.625 2,131.33
330,632.00
MORGAN HILL CA 95037 1 06/12/95
10
1786529 05 08/01/95
25
1786529 O 07/01/25
0
1424133 439/439 F 536,200.00
T
HOLLAND ROGER L 360 536,200.00
1
1440 JOHN RINGLING PARKWAY 8.550 4,141.93
75
8.425 4,141.93
715,000.00
SARASOTA FL 34236 1 06/20/95
00
1787001 05 08/01/95
0
1787001 O 07/01/25
0
1424134 439/439 F 320,000.00
ZZ
ALTMAN JACK 360 320,000.00
1
1674 CAMBRIA PL 8.550 2,471.88
77
8.425 2,471.88
420,000.00
ESCONDIDO CA 92029 2 06/01/95
00
1786025 05 08/01/95
0
1786025 O 07/01/25
0
1424137 480/728 F 140,000.00
ZZ
STOHR ROBERT L 360 140,000.00
1
867 STONERIDGE COURT 8.500 1,076.48
70
8.250 1,076.48
200,000.00
GLENWOOD SPRING CO 81601 1 06/09/95
00
0380141128 05 08/01/95
0
1080316 O 07/01/25
0
1424167 116/116 F 240,000.00
ZZ
GERRARD DOUGLAS J 360 240,000.00
1
111 CHERRYWOOD DRIVE 7.750 1,719.39
80
7.625 1,719.39
300,000.00
LAKE JACKSON TX 77566 1 06/30/95
00
157960008 03 08/01/95
0
157960008 O 07/01/25
0
1424171 439/439 F 408,800.00
ZZ
MILLER GARY 360 408,800.00
1
1
755 SUNSHINE DRIVE 7.800 2,942.84
80
7.675 2,942.84
511,000.00
LOS ALTOS CA 94024 1 06/19/95
00
1780334 05 08/01/95
0
1780334 O 07/01/25
0
1424180 757/757 F 250,000.00
ZZ
NECESSARY ROBERT D 360 250,000.00
1
5195 CHAVERSHAM LANE 8.125 1,856.25
75
7.875 1,856.25
335,000.00
NORCROSS GA 30092 1 06/15/95
00
2579209 05 08/01/95
0
2579209 O 07/01/25
0
1424211 757/757 F 317,600.00
ZZ
PATEL SHODHAN A 346 316,869.34
1
19103 AVENUE BAYONNES 7.875 2,326.21
90
7.625 2,326.21
355,249.00
LUTZ FL 33549 1 03/17/95
04
2471878 03 05/01/95
17
2471878 O 02/01/24
0
1424247 076/076 F 265,500.00
ZZ
EARLE WALTER K 360 265,177.01
1
9955 FOXBOROUGH CIRCLE 8.500 2,041.47
90
8.250 2,041.47
295,000.00
ROCKVILLE MD 20850 1 04/28/95
12
4664362 09 06/01/95
25
4664362 O 05/01/25
0
1424254 076/076 F 107,900.00
ZZ
MELODIA JOHN C 360 107,839.50
1
1908 CASCADES DRIVE 8.875 858.51
75
8.625 858.51
144,000.00
NAPLES FL 33962 1 05/30/95
00
4665162 01 07/01/95
0
4665162 O 06/01/25
0
1424257 076/076 F 234,000.00
ZZ
OLSON JOHN P 360 233,868.81
1
3307 WESTWOOD DRIVE 8.875 1,861.81
84
8.625 1,861.81
280,000.00
ST. JOSEPH MO 64505 1 05/24/95
11
4667012 05 07/01/95
25
1
4667012 O 06/01/25
0
1424260 076/076 F 150,000.00
ZZ
STEINER JOAN L 360 149,926.21
1
100 CAMBRIDGE STREET UNIT 7 9.500 1,261.29
71
9.250 1,261.29
211,400.00
BURLINGTON MA 01803 1 05/30/95
00
4668362 01 07/01/95
0
4668362 O 06/01/25
0
1424261 363/363 F 271,750.00
ZZ
KING THOMAS M 360 271,750.00
1
9283 SOUTH STANLEY PLACE 8.750 2,137.86
80
8.625 2,137.86
339,700.00
TEMPE AZ 85284 1 06/01/95
00
8714218114 03 08/01/95
0
8714218114 O 07/01/25
0
1424263 076/076 F 280,000.00
ZZ
WISE DAVID B 360 279,812.12
1
22 FERN WAY 8.000 2,054.55
63
7.750 2,054.55
450,000.00
COHASSET MA 02025 1 05/31/95
00
5116952 05 07/01/95
0
5116952 O 06/01/25
0
1424264 076/076 F 270,000.00
ZZ
THIAS WILLIAM E 360 269,863.66
1
1920 214TH AVENUE KPS 9.375 2,245.72
60
9.125 2,245.72
453,000.00
LAKEBAY WA 98349 5 05/02/95
00
4468412 05 07/01/95
0
4468412 O 06/01/25
0
1424266 076/076 F 100,000.00
ZZ
POWERS HELEN F 360 99,945.37
1
5 FOX CHASE LANE 9.000 804.63
41
8.750 804.63
245,000.00
WESTON MA 02193 5 05/08/95
00
4560142 05 07/01/95
0
4560142 O 06/01/25
0
1
1424267 076/076 F 255,000.00
ZZ
ABRAMOWITZ STEVEN 360 254,845.52
1
6219 RED HILL ROAD 8.500 1,960.73
64
8.250 1,960.73
400,000.00
BOULDER CO 80302 5 05/24/95
00
4770382 05 07/01/95
0
4770382 O 06/01/25
0
1424304 757/757 F 256,400.00
ZZ
CARSON JOHN K 354 254,697.23
1
702 PALMER WAY 7.875 1,866.91
90
7.625 1,866.91
284,900.00
MELBOURNE FL 32940 4 10/01/94
04
2470789 03 11/01/94
17
2470789 O 04/01/24
0
1424380 241/241 F 257,400.00
ZZ
ROHRER HARRY J 360 257,400.00
1
1240 BEL AIRE DRIVE W 8.000 1,888.71
90
7.750 1,888.71
286,000.00
PEMBROKE PINES FL 33027 1 06/16/95
10
70426658 03 08/01/95
25
70426658 O 07/01/25
0
1424381 241/241 F 211,500.00
ZZ
TRAVIS TRACY T 360 211,500.00
1
4352 YORKTOWN 8.750 1,663.87
90
8.500 1,663.87
235,000.00
W BLOOMFIELD MI 48323 1 06/15/95
04
7083785 05 08/01/95
25
7083785 O 07/01/25
0
1424403 074/728 F 446,250.00
ZZ
EMLOCK JAMES F 360 446,250.00
1
150 BAY AVENUE 8.500 3,431.28
75
8.250 3,431.28
595,000.00
HUNTINGTON BAY NY 11743 1 06/02/95
00
0380141094 05 08/01/95
0
1111006659 O 07/01/25
0
1424404 074/728 F 315,000.00
ZZ
O'BRIEN KEVIN 360 315,000.00
2
235 BEACH 134TH STREET 9.125 2,562.95
90
8.875 2,562.95
350,000.00
1
BELLE HARBOR NY 11694 1 06/05/95
11
0380141110 05 08/01/95
25
1111007800 O 07/01/25
0
1424405 074/728 F 255,000.00
ZZ
DEVIVO ALBERT 360 255,000.00
1
51 TAIN DRIVE 8.500 1,960.73
71
8.250 1,960.73
363,000.00
GREAT NECK NY 11021 1 06/13/95
00
0380145715 05 08/01/95
0
1112012930 O 07/01/25
0
1424408 074/728 F 275,000.00
ZZ
GHRAYEB JOHN 360 275,000.00
1
LOT 10 BRANDYWINE POINTE 7.500 1,922.84
80
7.250 1,922.84
343,975.00
EAST BRANDYWINE PA 19335 1 06/15/95
00
0380145491 05 08/01/95
0
1171138691 O 07/01/25
0
1424409 074/728 F 415,200.00
ZZ
BECKLES IAN H 360 415,200.00
1
4915 ANDROS DR 8.375 3,155.82
80
8.125 3,155.82
519,000.00
TAMPA FL 33629 1 06/14/95
00
0380141359 03 08/01/95
0
1361057178 O 07/01/25
0
1424410 074/728 F 280,000.00
ZZ
YUHN DANIEL M 360 280,000.00
1
975 STANLEY BOULEVARD 8.500 2,152.96
72
8.250 2,152.96
390,000.00
BIRMINGHAM MI 48009 5 06/02/95
00
0380144510 05 08/01/95
0
1500059300 O 07/01/25
0
1424411 074/728 F 250,000.00
ZZ
PATTERSON JOSEPH D 360 249,848.54
1
1916 FAWN DRIVE 8.500 1,922.29
80
8.250 1,922.29
312,500.00
BLUE SPRING MO 64015 1 06/01/95
00
0380144163 05 07/01/95
0
1505020754 O 06/01/25
0
1
1424412 074/728 F 320,000.00
ZZ
DIVAKAR KEN K 360 319,630.42
1
8207 TYNDALE COVE 8.750 2,517.45
67
8.500 2,517.45
482,000.00
AUSTIN TX 78733 1 04/28/95
00
0380141326 05 06/01/95
0
1505023650 O 05/01/25
0
1424414 074/728 F 209,600.00
ZZ
MERCER MICHAEL H 360 209,479.41
1
7502 GOLD HILL COURT 8.750 1,648.92
80
8.500 1,648.92
262,000.00
FORT COLLIN CO 80525 2 05/05/95
00
0380144007 03 07/01/95
0
1506025505 O 06/01/25
0
1424415 074/728 F 300,000.00
ZZ
STILSON VERNON 360 299,831.82
1
4800 COURTLAND DRIVE 8.875 2,386.93
67
8.625 2,386.93
448,000.00
JACKSON WY 83001 5 05/19/95
00
0380141250 05 07/01/95
0
1506026235 O 06/01/25
0
1424416 074/728 F 232,000.00
T
WELLMAN DEBRA A 360 231,866.53
1
191 LAKESHORE BLVD #91 8.750 1,825.14
70
8.500 1,825.14
332,000.00
ZEPHYR COVE NV 89448 1 05/08/95
00
0380141292 01 07/01/95
0
1507021601 O 06/01/25
0
1424417 074/728 F 220,000.00
ZZ
MORGAN BARBARA C 360 219,873.43
1
4 CALLE CHAMISA 8.750 1,730.74
71
8.500 1,730.74
310,750.00
PLACITAS NM 87043 1 05/12/95
00
0380141334 03 07/01/95
0
1507025249 O 06/01/25
0
1424418 074/728 F 352,500.00
ZZ
HUTCHINSON ROBERT S 360 352,291.88
1
1
1745 CHELSEA ROAD 8.625 2,741.71
53
8.375 2,741.71
665,000.00
PALOS VERDE CA 90274 1 05/16/95
00
0380143223 05 07/01/95
0
1507025908 O 06/01/25
0
1424419 074/728 F 225,000.00
ZZ
MORSE ROBERT V 360 224,870.55
1
7020 E BLACKBIRD LANE 8.750 1,770.08
63
8.500 1,770.08
360,000.00
ANAHEIM CA 92807 2 05/18/95
00
0380143108 03 07/01/95
0
1507027073 O 06/01/25
0
1424422 074/728 F 600,000.00
ZZ
CARPELLO JOSEPH 360 599,627.07
1
1693 BENIK ROAD 8.375 4,560.43
80
8.125 4,560.43
750,000.00
LA HABRA HEIGHT CA 90631 1 05/23/95
00
0380141425 05 07/01/95
0
1507029884 O 06/01/25
0
1424423 074/728 F 285,000.00
ZZ
LINDEKEN ROGER L 360 284,831.74
1
4231 DANT BOULEVARD 8.625 2,216.70
75
8.375 2,216.70
385,000.00
RENO NV 89509 1 05/19/95
00
0380141573 05 07/01/95
0
1507029964 O 06/01/25
0
1424424 074/728 F 298,100.00
ZZ
ASBURY THOMAS S 360 297,932.88
1
1520 WYNDHAM HEIGHTS 8.875 2,371.82
77
8.625 2,371.82
389,200.00
MANHATTAN KS 66502 4 05/12/95
00
0380141441 05 07/01/95
0
1510005217 O 06/01/25
0
1424425 074/728 F 235,000.00
ZZ
FREEMAN CALEB C 360 234,850.15
1
30 CLUB FOREST LANE 8.250 1,765.48
80
8.000 1,765.48
296,000.00
GREENVILLE SC 29605 1 05/12/95
00
0380143173 03 07/01/95
0
1
1510009240 O 06/01/25
0
1424426 074/728 F 525,000.00
ZZ
ROBOHM DONALD R 360 525,000.00
1
423 EAST BEACH DRIVE 8.625 4,083.40
75
8.375 4,083.40
700,000.00
OCEAN SPRIN MS 39564 5 05/31/95
00
0380142852 05 08/01/95
0
1510009692 O 07/01/25
0
1424427 074/728 F 236,800.00
ZZ
BOWEN JAMES R 360 236,652.82
1
6109 BON TERRA DRIVE 8.375 1,799.85
80
8.125 1,799.85
296,000.00
AUSTIN TX 78731 1 05/31/95
00
0380143090 05 07/01/95
0
1510009728 O 06/01/25
0
1424428 074/728 F 720,000.00
ZZ
GREGORY MAXINE S 360 719,563.82
1
6142 N YUCCA ROAD 8.500 5,536.18
75
8.250 5,536.18
960,000.00
PARADISE VALLEY AZ 85253 1 06/01/95
00
0380142563 03 07/01/95
0
1510010782 O 06/01/25
0
1424429 074/728 F 261,900.00
ZZ
FUCHS JAN 360 261,900.00
1
971 REGAL ROAD 8.125 1,944.61
90
7.875 1,944.61
291,000.00
BERKELEY CA 94708 1 06/01/95
14
0380143256 05 08/01/95
25
1561291474 O 07/01/25
0
1424431 074/728 F 275,000.00
ZZ
HYSKE STEVEN E 360 274,829.07
1
2609 COLLEGE AVENUE 8.375 2,090.20
55
8.125 2,090.20
500,000.00
BERKELEY CA 94704 2 05/24/95
00
0380143322 05 07/01/95
0
1561291850 O 06/01/25
0
1
1424432 074/728 F 266,800.00
ZZ
POLLARD GEOFFREY P 360 266,625.47
1
1255 EASLEY DRIVE 8.125 1,980.99
80
7.875 1,980.99
333,500.00
CLAYTON CA 94517 1 05/22/95
00
0380143538 05 07/01/95
0
1561292375 O 06/01/25
0
1424433 074/728 F 560,000.00
ZZ
MENDELSON GLENN P 360 559,686.05
1
1816 BARROILHET AVENUE 8.875 4,455.62
79
8.625 4,455.62
710,000.00
BURLINGAME CA 94010 2 05/24/95
00
0380143355 05 07/01/95
0
1561292502 O 06/01/25
0
1424434 074/728 F 374,000.00
ZZ
ONG TOAN T 360 373,742.62
1
2107 BLUE RIDGE DRIVE 7.875 2,711.76
80
7.625 2,711.76
467,500.00
MILPITAS CA 95035 1 05/23/95
00
0380142142 05 07/01/95
0
1561292761 O 06/01/25
0
1424436 074/728 F 405,000.00
ZZ
GERAGHTY DOMINIC M 360 405,000.00
1
21 RITTENHOUSE AVENUE 8.375 3,078.30
62
8.125 3,078.30
655,000.00
ATHERTON CA 94027 2 06/01/95
00
0380141821 05 08/01/95
0
1561293549 O 07/01/25
0
1424438 074/728 F 418,500.00
ZZ
SMITH KARL J 360 418,500.00
1
4063 BONES ROAD 8.750 3,292.35
67
8.500 3,292.35
630,000.00
SEBASTOPOL CA 95472 2 06/01/95
00
0380141755 05 08/01/95
0
1561294600 O 07/01/25
0
1424439 074/728 F 576,000.00
ZZ
CHAPMAN RICHARD A 360 576,000.00
1
123 BRODIA WAY 8.625 4,480.07
80
8.375 4,480.07
720,000.00
1
WALNUT CREEK CA 94598 2 06/02/95
00
0380142225 05 08/01/95
0
1561294712 O 07/01/25
0
1424440 074/728 F 430,000.00
ZZ
SABEAN BRIAN R 360 430,000.00
1
12 SOLANA COURT 8.250 3,230.45
80
8.000 3,230.45
537,500.00
BELMONT CA 94002 1 06/03/95
00
0380143314 05 08/01/95
0
1561294789 O 07/01/25
0
1424441 074/728 F 524,000.00
ZZ
BOARDMAN ALISON H 360 524,000.00
1
19969 GARNETT COURT 8.250 3,936.64
80
8.000 3,936.64
655,000.00
SARATOGA CA 95070 2 06/01/95
00
0380145707 05 08/01/95
0
1561294950 O 07/01/25
0
1424443 074/728 F 240,000.00
ZZ
FAIRFIELD STEVEN N 360 240,000.00
1
1030 SAN MIGUEL ROAD 8.125 1,782.00
83
7.875 1,782.00
290,000.00
CONCORD CA 94518 2 06/06/95
14
0380145483 05 08/01/95
12
1561296060 O 07/01/25
0
1424444 074/728 F 214,400.00
ZZ
HIPSKIND JR JOHN E 360 214,400.00
1
40637 CRYSTAL DRIVE 8.375 1,629.60
80
8.125 1,629.60
268,000.00
THREE RIVERS CA 93271 1 06/08/95
00
0380142027 05 08/01/95
0
1561296172 O 07/01/25
0
1424445 074/728 F 405,000.00
ZZ
KRIEGER ROBERT L 360 404,735.07
1
6245 BUSCH DRIVE 8.125 3,007.12
34
7.875 3,007.12
1,200,000.00
MALIBU CA 90265 1 05/25/95
00
0380143157 05 07/01/95
0
1562121979 O 06/01/25
0
1
1424447 074/728 F 328,500.00
ZZ
NIEDERMEYER JEFFRY V 360 328,306.05
1
404 EL ENCANTO DRIVE 8.625 2,555.04
90
8.375 2,555.04
365,000.00
PASADENA CA 91107 1 05/24/95
10
0380144015 05 07/01/95
25
1562122916 O 06/01/25
0
1424448 074/728 F 552,000.00
ZZ
HALPERIN LAWRENCE N 360 551,638.91
1
1434 JONESBORO DRIVE 8.125 4,098.59
80
7.875 4,098.59
690,000.00
LOS ANGELES CA 90049 1 05/17/95
00
0380142126 05 07/01/95
0
1562123103 O 06/01/25
0
1424451 074/728 F 380,000.00
ZZ
FIELDING DOROTHY 360 379,751.43
1
349 SYCAMORE ROAD 8.125 2,821.49
80
7.875 2,821.49
475,000.00
SANTA MONICA AR CA 90402 1 05/25/95
00
0380142282 05 07/01/95
0
1562124445 O 06/01/25
0
1424452 074/728 F 228,500.00
ZZ
WILSON JOHN J 360 228,365.09
1
28095 EDELWEISS COURT 8.625 1,777.25
79
8.375 1,777.25
290,000.00
LAGUNA NIGUEL CA 92656 2 05/25/95
00
0380142159 03 07/01/95
0
1562124660 O 06/01/25
0
1424454 074/728 F 312,000.00
ZZ
WILSON JACKSON D 360 312,000.00
1
12307 BRITTANY CIRCLE 7.750 2,235.21
80
7.500 2,235.21
390,000.00
DALLAS TX 75230 1 06/15/95
00
0380142670 05 08/01/95
0
1563104501 O 07/01/25
0
1424455 074/728 F 336,000.00
ZZ
DENNIS RICHARD S 360 336,000.00
1
1
6030 NORWAY ROAD 7.750 2,407.15
80
7.500 2,407.15
420,000.00
DALLAS TX 75230 1 06/16/95
00
0380142241 05 08/01/95
0
1563104567 O 07/01/25
0
1424456 074/728 F 280,000.00
ZZ
GARCIA RUDOLPH B 360 280,000.00
1
10212 DARIA DRIVE 7.750 2,005.96
74
7.500 2,005.96
380,000.00
DALLAS TX 75205 1 06/13/95
00
0380144569 05 08/01/95
0
1563104614 O 07/01/25
0
1424457 074/728 F 250,000.00
ZZ
MASON JAMES G 360 249,848.54
1
6805 162ND PLACE SW 8.500 1,922.29
63
8.250 1,922.29
400,000.00
EDMONDS WA 98026 2 05/30/95
00
0380142175 05 07/01/95
0
1565117468 O 06/01/25
0
1424458 074/728 F 262,450.00
ZZ
STEWART ALFRED C 360 262,278.32
1
10828 170TH COURT NE 8.125 1,948.69
80
7.875 1,948.69
328,094.00
REDMOND WA 98052 1 05/23/95
00
0380143215 03 07/01/95
0
1565117504 O 06/01/25
0
1424459 074/728 F 280,000.00
ZZ
HAN KI H 360 280,000.00
1
9485 RED BIRD LANE 8.125 2,079.00
80
7.875 2,079.00
350,000.00
ALPHARETTA GA 30202 1 06/09/95
00
0380142472 05 08/01/95
0
1566059710 O 07/01/25
0
1424460 074/728 F 207,000.00
ZZ
GLENN GLADYS M 360 207,000.00
1
475 BREAKWATER TERRACE 8.500 1,591.66
90
8.250 1,591.66
230,000.00
STONE MOUNTAIN GA 30087 1 06/15/95
12
0380144023 05 08/01/95
25
1
1566059888 O 07/01/25
0
1424461 074/728 F 229,400.00
ZZ
BARTLETT JEFFREY L 360 229,400.00
1
12125 CELOME LANE 8.000 1,683.26
90
7.750 1,683.26
254,900.00
SAN DIEGO CA 92129 1 06/07/95
04
0380144049 05 08/01/95
25
1567122695 O 07/01/25
0
1424462 074/728 F 400,000.00
ZZ
MOSTOWY RONALD M 360 399,769.86
1
3557 AVENIDA AMOROSA 8.750 3,146.81
80
8.500 3,146.81
500,000.00
ESCONDIDO CA 92029 2 05/24/95
00
0380143124 03 07/01/95
0
1567123494 O 06/01/25
0
1424465 074/728 F 246,500.00
ZZ
BEAVER JAN A 360 246,500.00
1
14283 WOODCREEK ROAD 7.875 1,787.30
85
7.625 1,787.30
290,000.00
POWAY CA 92064 1 06/01/95
14
0380143702 05 08/01/95
12
1567125059 O 07/01/25
0
1424467 074/728 F 351,200.00
ZZ
MILO CHARLES A 360 351,200.00
1
11671 E GRAMPIAN PLACE 8.000 2,576.99
80
7.750 2,576.99
439,000.00
TUCSON AZ 85748 1 06/08/95
00
0380142191 03 08/01/95
0
1569122528 O 07/01/25
0
1424468 074/728 F 220,450.00
ZZ
BERGSTEN ROBERT D 360 220,305.79
1
504 ROCKPORT CIRCLE 8.125 1,636.84
80
7.875 1,636.84
275,600.00
FOLSOM CA 95630 1 05/04/95
00
0380143488 05 07/01/95
0
1573120093 O 06/01/25
0
1
1424472 074/728 F 320,000.00
ZZ
WILLIAMS JEFFREY W 360 319,768.04
1
1901 12TH AVENUE 8.250 2,404.06
80
8.000 2,404.06
400,000.00
SACRAMENTO CA 95818 1 05/25/95
00
0380145475 05 07/01/95
0
1573121700 O 06/01/25
0
1424473 074/728 F 800,000.00
ZZ
MANN STEPHEN W 360 799,527.68
1
5273 CASTLEREIGH COURT 8.625 6,222.32
56
8.375 6,222.32
1,450,000.00
GRANITE BAY CA 95746 4 05/30/95
00
0380142647 03 07/01/95
0
1573121835 O 06/01/25
0
1424475 074/728 F 550,000.00
ZZ
HARRIS JOSEPH M 360 550,000.00
1
21120 BLAKELY SHORES DRIVE 8.500 4,229.03
76
8.250 4,229.03
725,000.00
DAVIDSON NC 28036 1 06/02/95
00
0380143983 03 08/01/95
0
1577013550 O 07/01/25
0
1424476 074/728 F 275,000.00
ZZ
MAYBEE STUART 360 275,000.00
1
8512 NORTH 79TH STREET 8.250 2,065.99
64
8.000 2,065.99
436,000.00
LONGMONT CO 80503 2 06/06/95
00
0380143496 05 08/01/95
0
1579008620 O 07/01/25
0
1424477 074/728 F 300,000.00
ZZ
MINTZ ROBERT S 360 300,000.00
1
8661 KIM COURT 8.125 2,227.50
64
7.875 2,227.50
470,000.00
PARKER CO 80134 4 06/13/95
00
0380142456 03 08/01/95
0
1579009510 O 07/01/25
0
1424478 074/728 F 220,000.00
ZZ
SCHERFLING MARK R 360 219,461.86
1
27 WAITE ROAD 8.250 1,652.79
80
8.000 1,652.79
275,000.00
1
BOXBORO MA 01719 1 06/01/95
00
0380144858 05 07/01/95
0
1580009347 O 06/01/25
0
1424479 074/728 F 249,000.00
ZZ
SIEWIERSKI JOHN 360 249,000.00
1
3847 LAKEVIEW DRIVE 8.375 1,892.58
90
8.125 1,892.58
279,000.00
GALENA OH 43021 1 06/06/95
14
0380143686 05 08/01/95
25
1581010964 O 07/01/25
0
1424480 074/728 F 313,500.00
ZZ
DROKE JAMES C 360 313,500.00
1
10700 WOODGATE COURT 8.875 2,494.35
95
8.625 2,494.35
330,000.00
CINCINNATI OH 45242 1 06/12/95
04
0380143736 05 08/01/95
30
1581012110 O 07/01/25
0
1424481 074/728 F 500,000.00
ZZ
HARDY DOUGLAS A 360 499,672.93
1
345 DUNSTON ROAD 8.125 3,712.49
58
7.875 3,712.49
877,000.00
BLOOMFIELD HILL MI 48304 1 06/01/95
00
0380143611 05 07/01/95
0
1581013860 O 06/01/25
0
1424482 074/728 F 215,000.00
ZZ
DURNIN STEPHEN C 360 215,000.00
1
4664 ALLEN DRIVE 8.375 1,634.16
78
8.125 1,634.16
278,000.00
CARMEL IN 46033 1 06/08/95
00
0380143991 05 08/01/95
0
1581014014 O 07/01/25
0
1424484 074/728 F 227,000.00
ZZ
MCCLOW LYLE W 360 226,862.48
1
9081 HAWTHORN POINT 8.500 1,745.44
79
8.250 1,745.44
288,000.00
WESTERVILLE OH 43081 2 05/30/95
00
0380144544 05 07/01/95
0
1581014466 O 06/01/25
0
1
1424485 074/728 F 900,000.00
ZZ
LENZINI L R 360 899,468.64
1
1031 ASHLEY ROAD 8.625 7,000.11
50
8.375 7,000.11
1,825,000.00
LAKE FOREST IL 60045 1 05/25/95
00
0380143280 05 07/01/95
0
1583007950 O 06/01/25
0
1424486 074/728 F 236,500.00
ZZ
CAMPE KEVIN M 360 236,370.81
1
418 SOUTH GIBBONS AVENUE 9.000 1,902.94
89
8.750 1,902.94
266,500.00
ARLINGTON HEIGH IL 60004 1 05/26/95
11
0380144064 05 07/01/95
25
1583008114 O 06/01/25
0
1424488 074/728 F 311,900.00
ZZ
WILLIAMS ROBERT M 360 311,900.00
1
15025 THICKET COURT 8.250 2,343.21
80
8.000 2,343.21
389,900.00
WATERFORD VA 22190 1 06/15/95
00
0380144189 03 08/01/95
0
1587010355 O 07/01/25
0
1424489 074/728 F 500,000.00
ZZ
LEE ALBERT 360 500,000.00
1
1846 SEVERN GROVE ROAD 8.625 3,888.95
80
8.375 3,888.95
625,000.00
ANNAPOLIS MD 21401 2 06/09/95
00
0380143132 05 08/01/95
0
1587011610 O 07/01/25
0
1424491 074/728 F 252,500.00
ZZ
STRONG BRYAN T 360 252,500.00
1
7213 BEVERLY STREET 8.375 1,919.19
78
8.125 1,919.19
327,000.00
ANNANDALE VA 22003 2 06/09/95
00
0380143967 05 08/01/95
0
1587012340 O 07/01/25
0
1424492 074/728 F 275,000.00
T
MCCULLISS PAUL L 360 275,000.00
1
1
35 HALFWAY ROAD 8.875 2,188.03
74
8.625 2,188.03
375,000.00
KEY LARGO FL 33037 1 06/14/95
00
0380144197 05 08/01/95
0
1592012429 O 07/01/25
0
1424493 074/728 F 376,000.00
ZZ
APTER MICHAEL 360 376,000.00
1
748 CAMINO LAKES CIRCLE 8.125 2,791.79
80
7.875 2,791.79
470,000.00
BOCA RATON FL 33486 5 06/08/95
00
0380145814 05 08/01/95
0
1592013410 O 07/01/25
0
1424494 074/728 F 297,000.00
ZZ
COLLINS MICHAEL 360 296,820.08
1
340 S SPRING AVE 8.500 2,283.67
90
8.250 2,283.67
330,000.00
LA GRANGE IL 60525 1 06/01/95
12
0380143587 05 07/01/95
25
1609058794 O 06/01/25
0
1424495 074/728 F 209,550.00
BB
TERRY RODNEY J 360 209,550.00
1
4303 TRAVANCORE CT 8.500 1,611.26
90
8.250 1,611.26
232,850.00
RANDALLSTOWN MD 21133 1 06/13/95
11
0380144171 05 08/01/95
25
1741138955 O 07/01/25
0
1424502 757/757 F 269,450.00
ZZ
COHEN WAYNE A 354 268,048.20
1
5108 BROKEN SOUND LANE 8.500 2,079.53
90
8.250 2,079.53
299,431.00
VALRICO FL 33594 1 11/01/94
04
2471241 03 12/01/94
17
2471241 O 05/01/24
0
1424521 025/025 F 260,000.00
ZZ
MEARS JR PAUL S 360 260,000.00
1
1354 SPRING LAKE DRIVE 8.375 1,976.19
80
8.125 1,976.19
325,000.00
ORLANDO FL 32804 1 06/16/95
00
541260 05 08/01/95
0
1
541260 O 07/01/25
0
1424525 772/772 F 305,000.00
ZZ
MCGINN JR ARTHUR N 360 305,000.00
1
27249 PRIMROSE LANE 8.500 2,345.19
90
8.250 2,345.19
339,655.00
MUNDELEIN IL 60060 1 06/21/95
04
70017147 05 08/01/95
17
70017147 O 07/01/25
0
1424529 772/772 F 260,000.00
ZZ
LENTINE PERRY M 360 259,838.39
1
1416 PINE MEADOW COURT 8.375 1,976.19
75
8.125 1,976.19
350,000.00
LIBERTYVILLE IL 60048 1 05/31/95
00
71000257 05 07/01/95
0
71000257 O 06/01/25
0
1424530 696/728 F 304,200.00
ZZ
PEARSON GEORGE B 360 304,200.00
1
6487 WISHBONE TERRACE 8.750 2,393.14
89
8.500 2,393.14
343,000.00
CABIN JOHN MD 20818 2 06/19/95
04
0380143116 09 08/01/95
25
3123474 O 07/01/25
0
1424558 696/728 F 252,000.00
ZZ
WILMETH MARY D 360 252,000.00
1
2307 NORTH GLEBE ROAD 8.500 1,937.66
80
8.250 1,937.66
315,000.00
ARLINGTON VA 22207 1 06/23/95
00
0380143694 09 08/01/95
0
2235451 O 07/01/25
0
1424577 195/728 F 444,000.00
ZZ
BRADY PATRICK J 360 444,000.00
1
408 HONEYSUCKLE LANE 7.875 3,219.31
80
7.625 3,219.31
555,000.00
SAN RAMON CA 94583 1 06/22/95
00
0380143447 05 08/01/95
0
46720 O 07/01/25
0
1
1424583 201/201 F 240,100.00
ZZ
DOURANAKIS DEMETRIOS 360 239,836.72
1
67 DEER PARK ROAD 9.000 1,931.90
70
8.750 1,931.90
343,000.00
FAIRFIELD TOWNS NJ 07004 1 04/18/95
00
0005079 05 06/01/95
0
0005079 O 05/01/25
0
1424589 324/728 F 299,000.00
ZZ
LALLI MARK J 360 299,000.00
1
1687 SOUTH 1275 EAST 8.375 2,272.62
75
8.125 2,272.62
400,000.00
BOUNTIFUL UT 84010 5 06/14/95
00
0380145285 05 08/01/95
0
2454000875 O 07/01/25
0
1424591 640/640 F 292,500.00
ZZ
LE MENSE GREGORY P 360 292,500.00
1
171 REDFIELD 8.250 2,197.45
90
8.000 2,197.45
325,000.00
JACKSON TN 38305 1 06/02/95
01
949297 05 08/01/95
17
949297 O 07/01/25
0
1424597 640/640 F 280,000.00
ZZ
NEBLETT MD JOHN W 360 280,000.00
1
59 OAKHAVEN 8.875 2,227.81
69
8.625 2,227.81
410,000.00
JACKSON TN 38305 1 06/02/95
00
793489 05 08/01/95
0
793489 O 07/01/25
0
1424655 180/728 F 437,200.00
ZZ
GOGRI MAHESH 360 437,200.00
1
404 MIWOK COURT 8.250 3,284.54
75
8.000 3,284.54
585,000.00
FREMONT CA 94539 2 06/09/95
00
0380141284 05 08/01/95
0
3369386 O 07/01/25
0
1424669 637/728 F 249,500.00
ZZ
MITCHELL STEVEN 360 249,500.00
1
24W268 HEMLOCK LANE 9.000 2,007.54
90
8.750 2,007.54
279,500.00
1
NAPERVILLE IL 60540 1 06/15/95
12
0380146473 05 08/01/95
30
3658911 O 07/01/25
0
1424729 076/076 F 149,500.00
ZZ
HEFFERON LAUREN J 360 149,409.43
1
13 MARATHON STREET 8.500 1,149.53
50
8.250 1,149.53
302,000.00
ARLINGTON MA 02174 2 05/15/95
00
4794102 05 07/01/95
0
4794102 O 06/01/25
0
1424730 570/728 F 191,250.00
ZZ
MURRAY TIMOTHY A 360 191,250.00
1
115-H VENETIAN DRIVE 8.000 1,403.33
75
7.750 1,403.33
255,000.00
DELRAY BEACH FL 33483 1 06/22/95
00
0380141672 09 08/01/95
0
5831862 O 07/01/25
0
1424760 766/728 F 49,000.00
ZZ
RANDELL PATRICIA C 360 49,000.00
1
1417 JAY COURT 8.625 381.12
59
8.375 381.12
84,000.00
HOMESTEAD FL 33035 1 06/29/95
00
0380141888 03 08/01/95
0
95AC082 O 07/01/25
0
1424951 670/670 F 284,500.00
ZZ
GRAUERHOLZ RANDY 360 284,332.02
1
12 BRIARWOOD ROAD 8.625 2,212.82
91
8.375 2,212.82
313,168.00
LONG VALLEY NJ 07853 1 05/31/95
14
1008196 05 07/01/95
25
1008196 O 06/01/25
0
1424952 670/670 F 367,500.00
ZZ
FERON JEAN J 360 367,137.04
1
9701 SW 69TH AVENUE 9.500 3,090.14
75
9.000 3,090.14
490,000.00
MIAMI FL 33156 1 04/14/95
00
1056419 05 06/01/95
0
1056419 O 05/01/25
0
1
1424953 670/670 F 250,000.00
ZZ
KRASNOFF JOHN 360 250,000.00
1
87 ADDISON DRIVE 8.125 1,856.24
43
7.875 1,856.24
590,000.00
MILBURN NJ 07078 1 06/09/95
00
1093359 05 08/01/95
0
1093359 O 07/01/25
0
1424954 670/670 F 230,000.00
ZZ
LARSON ROBERT J 360 229,871.05
1
LOT #2 TITUS COURT 8.875 1,829.99
65
8.625 1,829.99
357,882.00
RIDGEFIELD CT 06877 1 05/25/95
00
1096233 05 07/01/95
0
1096233 O 06/01/25
0
1424955 670/670 F 300,000.00
ZZ
LEWIS DALE G 360 300,000.00
1
4 GLEN COURT 8.125 2,227.50
49
7.875 2,227.50
620,000.00
GREENWICH CT 06830 1 06/07/95
00
1109382 05 08/01/95
0
1109382 O 07/01/25
0
1424956 670/670 F 225,600.00
ZZ
PARIS JAMES C 360 225,316.89
1
39 SLEEPY HOLLOW LANE 8.375 1,714.72
80
8.125 1,714.72
282,000.00
BELLE MEAD NJ 08502 1 05/16/95
00
1131813 05 07/01/95
0
1131813 O 06/01/25
0
1424957 670/670 F 636,000.00
ZZ
CANNING MICHAEL J 360 636,000.00
1
282 COGNEWAUGH ROAD 8.000 4,666.75
80
7.750 4,666.75
795,000.00
COS COB CT 06807 1 06/13/95
00
1133280 05 08/01/95
0
1133280 O 07/01/25
0
1424958 670/670 F 270,000.00
ZZ
RUNNELS JOHN B 360 269,832.18
1
1
14325 SW 141ST AVENUE 8.375 2,052.20
80
8.125 2,052.20
337,500.00
TIGARD OR 97224 1 05/25/95
00
1142200 05 07/01/95
0
1142200 O 06/01/25
0
1424959 670/670 F 219,600.00
ZZ
BARRY CHRISTOPHD 360 219,476.88
1
47 CHESTNUT TERRACE 8.875 1,747.24
90
8.625 1,747.24
244,500.00
BUFFALO GROVE IL 60089 1 05/30/95
11
1148990 05 07/01/95
25
1148990 O 06/01/25
0
1424960 670/670 F 249,000.00
ZZ
ANTONANGELI BRUCE D 360 248,867.49
1
187 COTUIT BAY DRIVE 9.125 2,025.95
72
8.875 2,025.95
349,000.00
COTUIT MA 02635 1 05/15/95
00
1153312 05 07/01/95
0
1153312 O 06/01/25
0
1424961 670/670 F 247,950.00
ZZ
BRENNAN JAMES J 360 247,795.88
1
15177 STILLFIELD PLACE 8.375 1,884.60
90
8.125 1,884.60
275,500.00
CENTREVILLE VA 22020 1 05/22/95
10
1153370 05 07/01/95
25
1153370 O 06/01/25
0
1424962 670/670 F 253,600.00
ZZ
PRUITT LELAND W 360 253,600.00
1
294 EDGEWOOD DRIVE 8.250 1,905.21
78
8.000 1,905.21
327,000.00
MONTGOMERY TX 77356 2 06/06/95
00
1160156 03 08/01/95
0
1160156 O 07/01/25
0
1424963 670/670 F 311,800.00
ZZ
DECOSIMO DIANA R 360 311,625.15
1
45 JONES DRIVE 8.875 2,480.87
88
8.625 2,480.87
355,000.00
NEW PROVIDENCE NJ 07974 2 06/01/95
04
1160237 05 07/01/95
20
1
1160237 O 06/01/25
0
1424964 670/670 F 218,500.00
ZZ
TEZZA DONALD G 360 218,371.00
1
5487 VALLEYBROOK COVE 8.625 1,699.47
95
8.375 1,699.47
230,000.00
MEMPHIS TN 38120 1 05/30/95
19
1167861 05 07/01/95
30
1167861 O 06/01/25
0
1424965 670/670 F 248,000.00
ZZ
LILES JR WILLIAM J 360 247,853.58
1
1509 FAIRVIEW AVENUE 8.625 1,928.92
80
8.375 1,928.92
310,000.00
MONROE LA 71201 2 05/17/95
00
1175125 05 07/01/95
0
1175125 O 06/01/25
0
1424966 670/670 F 284,000.00
ZZ
ASGHARZADEH MEHDI 360 283,836.60
1
11590 NORTHDALE DRIVE 8.750 2,234.23
80
8.500 2,234.23
355,000.00
MOORPARK CA 93021 2 05/05/95
00
1175251 03 07/01/95
0
1175251 O 06/01/25
0
1424967 670/670 F 420,000.00
ZZ
HASSETT ROBERT G 360 419,745.56
1
2500 KENSINGTON PLACE 8.500 3,229.44
80
8.250 3,229.44
527,000.00
COLLEYVILLE TX 76034 2 05/22/95
00
1178533 05 07/01/95
0
1178533 O 06/01/25
0
1424968 670/670 F 650,000.00
T
PODLEY WILLIAM M 360 649,606.23
1
116 ABALONE AVENUE 8.500 4,997.94
75
8.250 4,997.94
875,000.00
NEWPORT BEACH CA 92662 1 05/17/95
00
1178834 05 07/01/95
0
1178834 O 06/01/25
0
1
1424969 670/670 F 260,000.00
ZZ
PITZER NEIL L 360 260,000.00
1
2374 PINE TREE LANE 8.375 1,976.19
72
8.125 1,976.19
366,000.00
EVERGREEN CO 80439 1 06/07/95
00
1181478 05 08/01/95
0
1181478 O 07/01/25
0
1424970 670/670 F 300,000.00
ZZ
CHEEN BARBARA A 360 299,840.35
1
3609 WESLIN AVENUE 9.125 2,440.90
62
8.875 2,440.90
490,000.00
LOS ANGELES CA 91423 2 05/09/95
00
1182134 05 07/01/95
0
1182134 O 06/01/25
0
1424971 670/670 F 355,500.00
ZZ
JONES JACE S 360 355,300.70
1
5128 S WOODFIELD 8.875 2,828.52
90
8.625 2,828.52
395,000.00
SPRINGFIELD MO 65810 1 05/26/95
19
1183340 05 07/01/95
25
1183340 O 06/01/25
0
1424972 670/670 F 224,200.00
ZZ
REED DAVID M 360 224,060.65
1
43096 STONECOTTAGE PLACE 8.375 1,704.08
95
8.125 1,704.08
236,070.00
ASHBURN VA 22011 1 05/30/95
12
1183447 05 07/01/95
30
1183447 O 06/01/25
0
1424973 670/670 F 258,400.00
ZZ
GOSIK MARK W 360 257,951.34
1
3 BUCK RUN 8.750 2,032.83
79
8.500 2,032.83
330,000.00
THORNTON PA 19373 1 05/15/95
00
1186897 03 07/01/95
0
1186897 O 06/01/25
0
1424974 670/670 F 337,500.00
ZZ
MARTIN JAMES F 360 337,305.83
1
137 ALMENAR DRIVE 8.750 2,655.11
75
8.500 2,655.11
450,000.00
1
GREENBRAE CA 94904 5 05/18/95
00
1197527 05 07/01/95
0
1197527 O 06/01/25
0
1424975 670/670 F 390,000.00
ZZ
THOMPSON KEITH E 360 390,000.00
1
18 HUNT FARM 8.125 2,895.74
80
7.875 2,895.74
487,500.00
WACCABUC NY 10597 1 06/19/95
00
1197679 05 08/01/95
0
1197679 O 07/01/25
0
1424976 670/670 F 213,750.00
ZZ
LUDWIG FREDERICKC 360 213,617.14
1
115 MEADOWLAKE DRIVE 8.375 1,624.66
95
8.125 1,624.66
225,000.00
GALLATIN TN 37066 1 05/25/95
11
1198348 05 07/01/95
30
1198348 O 06/01/25
0
1424977 670/670 F 435,000.00
ZZ
JOHNSON WILLIAM M 360 434,736.48
1
3404 SHERWOOD ROAD 8.500 3,344.77
69
8.250 3,344.77
637,500.00
BIRMINGHAM AL 35223 1 05/15/95
00
1214167 05 07/01/95
0
1214167 O 06/01/25
0
1424978 670/670 F 320,000.00
ZZ
SALAS ALBERT 360 320,000.00
1
9461 E BROADVIEW DRIVE 8.320 2,419.82
80
8.070 2,419.82
400,000.00
BAY HARBOUR FL 33154 1 06/02/95
00
1232835 05 08/01/95
0
1232835 O 07/01/25
0
1424979 670/670 F 347,400.00
ZZ
SCHRIEFER JOHN H 360 347,178.47
1
1630 FLOWERS MILL DRIVE NE 8.250 2,609.91
80
8.000 2,609.91
434,260.00
GRAND RAPIDS MI 49505 1 05/31/95
00
1236941 05 07/01/95
0
1236941 O 06/01/25
0
1
1424980 670/670 F 318,750.00
ZZ
GERUNDO HELENA M 360 318,750.00
1
2788 VALLE VISTA DRIVE 8.750 2,507.61
75
8.500 2,507.61
425,000.00
GLENDALE CA 91206 5 05/25/95
00
1237542 05 08/01/95
0
1237542 O 07/01/25
0
1424981 670/670 F 251,750.00
ZZ
ROECKER SCOTT D 360 251,750.00
1
22426 REDBEAM AVENUE 8.500 1,935.74
95
8.250 1,935.74
265,000.00
TORRANCE CA 90505 1 06/05/95
11
1238101 05 08/01/95
30
1238101 O 07/01/25
0
1424982 670/670 F 643,000.00
ZZ
HENDERSON DAVID J 360 643,000.00
1
2028 EAST RIDGEHILL DRIVE 8.500 4,944.11
49
8.250 4,944.11
1,325,000.00
BOUNTIFUL UT 84010 2 06/13/95
00
1246737 03 08/01/95
0
1246737 O 07/01/25
0
1424983 670/670 F 344,400.00
ZZ
KASWEN ROBERT D 360 344,400.00
1
39599 BENAVENTE AVENUE 8.000 2,527.09
80
7.750 2,527.09
430,500.00
FREEMONT CA 94539 1 06/09/95
00
1258042 05 08/01/95
0
1258042 O 07/01/25
0
1424985 670/670 F 500,000.00
ZZ
MEADOWS JIM P 360 500,000.00
1
2301 PERSA STREET 8.125 3,712.49
80
7.875 3,712.49
625,000.00
HOUSTON TX 77019 1 06/14/95
00
1385950 05 08/01/95
0
1385950 O 07/01/25
0
1424986 670/670 F 559,200.00
ZZ
MCCAGG CAROLINE O 360 558,878.27
1
1
777 BELVIDERE AVENUE 8.750 4,399.23
80
8.500 4,399.23
699,000.00
PLAINFIELD NJ 07062 1 05/22/95
00
2385449 05 07/01/95
0
2385449 O 06/01/25
0
1424987 670/670 F 250,000.00
T
FRANCO RONALD M 360 249,647.23
1
210 MIDWAY WALK 9.750 2,147.89
50
9.500 2,147.89
500,000.00
FIRE ISLAND PIN NY 11706 5 03/17/95
00
2435781 05 05/01/95
0
2435781 O 04/01/25
0
1424988 670/670 F 208,250.00
ZZ
MARZAN LOURDES T 360 208,127.05
1
85-30 109TH STREET 8.625 1,619.75
85
8.375 1,619.75
245,000.00
RICHMOND HILLS NY 11419 1 05/31/95
11
2438305 05 07/01/95
12
2438305 O 06/01/25
0
1424989 670/670 F 212,000.00
ZZ
TRESTON VERONICA 360 212,000.00
1
35 WARREN STREET 8.625 1,648.92
80
8.375 1,648.92
265,000.00
HASTINGS-ON-HUD NY 10706 1 06/06/95
00
2439140 05 08/01/95
0
2439140 O 07/01/25
0
1424990 670/670 F 330,000.00
ZZ
MARTINO JOHN 360 329,819.74
1
21 VIRGINIA LANE 9.000 2,655.26
63
8.750 2,655.26
526,000.00
THORNWOOD NY 10594 1 05/26/95
00
2440750 05 07/01/95
0
2440750 O 06/01/25
0
1424991 670/670 F 256,500.00
ZZ
MEINER LEE 360 256,340.57
1
5 ALFRED LANE 8.375 1,949.59
95
8.125 1,949.59
270,000.00
NEW ROCHELLE NY 10804 1 05/24/95
04
2441934 05 07/01/95
25
1
2441934 O 06/01/25
0
1424992 670/670 F 225,000.00
ZZ
ROSENBERG PETER L 360 225,000.00
1
11 MELISSA DRIVE 8.000 1,650.98
55
7.750 1,650.98
415,000.00
ARDSLEY NY 10502 1 06/15/95
00
2444917 05 08/01/95
0
2444917 O 07/01/25
0
1424993 670/670 F 244,000.00
ZZ
KARGOL KENNETH F 360 243,873.50
1
798 DUTTON ROAD 9.250 2,007.33
80
9.000 2,007.33
305,000.00
OAKLAND TOWNSHI MI 48306 1 05/03/95
00
2877651 05 07/01/95
0
2877651 O 06/01/25
0
1424994 670/670 F 570,000.00
ZZ
YU MICHAEL A 360 569,696.67
1
4 BRIGADIER 9.125 4,637.71
70
8.875 4,637.71
825,000.00
IRVINE CA 92715 2 05/16/95
00
2885077 03 07/01/95
0
2885077 O 06/01/25
0
1424995 670/670 F 269,000.00
ZZ
JENKINS JAMES T 360 268,832.80
1
519 NORTH GUADALUPE AVENUE 8.375 2,044.60
48
8.125 2,044.60
565,000.00
REDONDO BEACH CA 90277 1 05/18/95
00
2885328 05 07/01/95
0
2885328 O 06/01/25
0
1424996 670/670 F 405,000.00
ZZ
SMITH PAUL 360 405,000.00
1
1250 LA COLLINA DRIVE 8.375 3,078.30
90
8.125 3,078.30
450,000.00
BEVERLY HILLS CA 90210 1 06/01/95
14
2886898 05 08/01/95
20
2886898 O 07/01/25
0
1
1424997 670/670 F 325,000.00
ZZ
SIMON WILLIAM D 360 325,000.00
1
78 FREMONT PLACE 7.875 2,356.48
49
7.625 2,356.48
675,000.00
LOS ANGELES CA 90005 1 06/07/95
00
2886928 05 08/01/95
0
2886928 O 07/01/25
0
1424998 670/670 F 220,000.00
ZZ
RAKIS GEORGE 360 220,000.00
1
3451 CABRILLO BOULEVARD 8.750 1,730.75
76
8.500 1,730.75
289,500.00
LOS ANGELES CA 90066 1 06/01/95
00
2887151 05 08/01/95
0
2887151 O 07/01/25
0
1424999 670/670 F 300,000.00
ZZ
COOK CHARLES L 360 299,813.53
1
7327 EARLDOM AVENUE 8.375 2,280.22
80
8.125 2,280.22
375,000.00
PLAYA DEL REY CA 90293 5 05/25/95
00
2887207 05 07/01/95
0
2887207 O 06/01/25
0
1425000 670/670 F 360,000.00
ZZ
CAIN JERRY 360 360,000.00
1
15557 CONDOR RIDGE ROAD 8.250 2,704.56
55
8.000 2,704.56
655,000.00
SANTA CLARITA CA 91351 1 06/16/95
00
2887789 03 08/01/95
0
2887789 O 07/01/25
0
1425001 670/670 F 299,700.00
ZZ
KERR STEPHEN 360 299,523.05
1
308 AVENUE D 8.625 2,331.04
95
8.375 2,331.04
315,500.00
REDONDO BEACH CA 90277 1 05/26/95
10
2887827 05 07/01/95
25
2887827 O 06/01/25
0
1425003 670/670 F 225,900.00
ZZ
BARNETT JAY R 360 225,770.03
1
25605 FROST LANE 8.750 1,777.16
90
8.500 1,777.16
251,000.00
1
STEVENSON RANCH CA 91381 1 05/30/95
01
2888025 03 07/01/95
17
2888025 O 06/01/25
0
1425004 670/670 F 227,900.00
ZZ
CONROY THOMAS P 360 227,900.00
1
27605 RUTHERFORD PLACE 8.000 1,672.25
95
7.750 1,672.25
240,175.00
VALENCIA CA 91354 1 06/05/95
04
2888114 03 08/01/95
30
2888114 O 07/01/25
0
1425005 670/670 F 283,000.00
ZZ
CHILDS RANDALL E 360 283,000.00
1
6429 EAST KINGS CROWN ROAD 8.375 2,151.01
80
8.125 2,151.01
355,000.00
ORANGE CA 92669 5 06/09/95
00
2888220 03 08/01/95
0
2888220 O 07/01/25
0
1425006 670/670 F 626,000.00
ZZ
ZUK DONALD J 360 626,000.00
1
1813 NORTH POINSETTIA AVENUE 8.375 4,758.06
79
8.125 4,758.06
795,000.00
MANHATTAN BEACH CA 90266 2 06/06/95
00
2888297 05 08/01/95
0
2888297 O 07/01/25
0
1425007 670/670 F 927,500.00
ZZ
TRUDEAU DAVID G 360 927,500.00
1
260 FAIRVIEW ROAD 8.125 6,886.67
70
7.875 6,886.67
1,325,000.00
OJAI CA 93023 5 06/02/95
00
2888416 05 08/01/95
0
2888416 O 07/01/25
0
1425008 670/670 F 488,000.00
ZZ
LAZAROU G M 360 488,000.00
1
4501 FIRMAMENT AVENUE 8.625 3,795.62
80
8.375 3,795.62
610,000.00
ENCINO CA 91436 1 06/19/95
00
2888599 05 08/01/95
0
2888599 O 07/01/25
0
1
1425009 670/670 F 259,300.00
ZZ
ESTRADA FRANK R 360 259,300.00
1
1988 HARDING AVENUE 8.625 2,016.81
95
8.375 2,016.81
273,000.00
ALTADENA CA 91001 1 06/12/95
11
2888777 05 08/01/95
25
2888777 O 07/01/25
0
1425010 670/670 F 430,000.00
ZZ
FRANK ERIC M 360 430,000.00
1
1165 AFTON STREET 8.000 3,155.19
80
7.750 3,155.19
539,000.00
PASADENA CA 91103 1 06/16/95
00
2889412 05 08/01/95
0
2889412 O 07/01/25
0
1425011 670/670 F 284,900.00
ZZ
LEVINE ROBERT D 360 284,900.00
1
1272 WILDER STREET 8.500 2,190.64
95
8.250 2,190.64
299,900.00
THOUSAND OAKS CA 91362 1 06/15/95
11
2889552 05 08/01/95
25
2889552 O 07/01/25
0
1425012 670/670 F 528,000.00
ZZ
BROWN MARK G 360 528,000.00
1
2116 MONTEREY BOULEVARD 8.000 3,874.28
80
7.750 3,874.28
660,000.00
HERMOSA BEACH CA 90254 1 06/15/95
00
2889994 05 08/01/95
0
2889994 O 07/01/25
0
1425013 670/670 F 235,000.00
T
MIELE ANGELO 240 235,000.00
1
27-11 SHADOW RIDGE RD 8.375 2,020.84
75
8.125 2,020.84
316,000.00
LAKE CARROLL IL 61046 1 06/20/95
00
2938855 05 08/01/95
0
2938855 O 07/01/15
0
1425014 670/670 F 257,600.00
ZZ
SEELY GAYLE A 360 257,418.19
1
1
2536 ROYAL COURT E 7.750 1,845.48
80
7.500 1,845.48
322,000.00
SEATTLE WA 98112 1 05/26/95
00
2941155 05 07/01/95
0
2941155 O 06/01/25
0
1425015 670/670 F 249,600.00
ZZ
BENNETT JAMES 360 249,600.00
1
1629 MADRONA DRIVE 8.250 1,875.17
80
8.000 1,875.17
312,000.00
SEATTLE WA 98122 1 06/02/95
00
2941295 05 08/01/95
0
2941295 O 07/01/25
0
1425016 670/670 F 280,000.00
ZZ
SCHWARZ KENNETH D 360 279,807.30
1
1420 CROWELL ROAD 7.875 2,030.20
55
7.625 2,030.20
515,000.00
VIENNA VA 22182 1 05/22/95
00
2942844 05 07/01/95
0
2942844 O 06/01/25
0
1425017 670/670 F 237,000.00
ZZ
BETHUNE WILLIAM J 360 236,840.97
1
ROUTE 3 BOX 77 8.000 1,739.03
69
7.750 1,739.03
347,000.00
LEESBURG VA 22075 1 05/31/95
00
2942852 05 07/01/95
0
2942852 O 06/01/25
0
1425018 670/670 F 376,000.00
ZZ
BRADBURY PHILLIP 360 376,000.00
1
1250 S.WASHINGTON ST805 7.750 2,693.72
80
7.500 2,693.72
470,000.00
ALEXANDRIA VA 22314 1 06/03/95
00
2942909 08 08/01/95
0
2942909 O 07/01/25
0
1425019 670/670 F 268,195.00
ZZ
BERNSTEIN EVA G 360 268,005.70
1
2103 ARROWLEAF DRIVE 7.750 1,921.39
78
7.500 1,921.39
348,195.00
VIENNA VA 22182 1 05/31/95
00
2942917 05 07/01/95
0
1
2942917 O 06/01/25
0
1425020 670/670 F 316,000.00
ZZ
LAFAMAN JAMES T 360 315,408.21
1
17 CREEKVIEW COURT 8.750 2,485.98
80
8.500 2,485.98
395,000.00
MONTGOMERY TOWN NJ 08502 1 03/03/95
00
2948362 05 05/01/95
0
2948362 O 04/01/25
0
1425021 670/670 F 300,000.00
ZZ
LANGEVELD NICHOLAS 360 299,660.27
1
657 POINT AVENUE 8.845 2,380.49
43
8.595 2,380.49
700,000.00
BRICK NJ 08742 1 04/07/95
00
2948443 05 06/01/95
0
2948443 O 05/01/25
0
1425022 670/670 F 281,400.00
ZZ
FLYNN ROBERT J 360 281,400.00
1
16631 SANLO STREET 7.875 2,040.35
70
7.625 2,040.35
402,000.00
YORBA LINDA CA 92686 1 06/07/95
00
2948931 05 08/01/95
0
2948931 O 07/01/25
0
1425023 670/670 F 230,000.00
ZZ
KING LAURENCE C 360 230,000.00
1
439 HUNTINGTON 7.750 1,647.75
80
7.500 1,647.75
287,500.00
ANN ARBOR MI 48104 1 06/12/95
00
2951894 05 08/01/95
0
2951894 O 07/01/25
0
1425024 670/670 F 383,365.00
ZZ
SUBAR DAVID 360 383,365.00
1
4007 VAN NOORD AVENUE 8.670 2,994.06
80
8.420 2,994.06
480,000.00
STUDIO CITY CA 91604 2 06/16/95
00
2958406 05 08/01/95
0
2958406 O 07/01/25
0
1
1425025 670/670 F 300,000.00
ZZ
SHIMEL DONALD L 360 299,504.69
1
49 FRAME ROAD 9.000 2,413.87
48
8.750 2,413.87
635,000.00
BRIARCLIFF MANO NY 10510 1 03/21/95
00
2960192 05 05/01/95
0
2960192 O 04/01/25
0
1425026 670/670 F 272,300.00
ZZ
ENSENAT MARIA T 240 272,300.00
1
131 NORTH CITRUS AVENUE 8.350 2,337.30
70
8.100 2,337.30
389,000.00
LOS ANGELES CA 90036 1 06/22/95
00
2961016 05 08/01/95
0
2961016 O 07/01/15
0
1425027 670/670 F 420,000.00
ZZ
KIRBY THOMAS W 360 419,745.56
1
4206 MAPLE TERRACE 8.500 3,229.44
80
8.250 3,229.44
525,000.00
CHEVY CHASE MD 20815 2 05/25/95
00
2962586 05 07/01/95
0
2962586 O 06/01/25
0
1425028 670/670 F 217,000.00
ZZ
FELDMAN ARTHUR M 360 217,000.00
1
140 RIDING TRAIL LANE 8.125 1,611.22
50
7.875 1,611.22
435,000.00
PITTSBURGH PA 15215 1 06/28/95
00
2963558 05 08/01/95
0
2963558 O 07/01/25
0
1425029 670/670 F 285,000.00
ZZ
SNIDER WILLIAM J 360 284,801.67
1
1651 HOLLYHOCK CIRCLE 7.820 2,055.58
64
7.570 2,055.58
448,900.00
MALVERN PA 19355 1 05/31/95
00
2966247 05 07/01/95
0
2966247 O 06/01/25
0
1425030 670/670 F 692,000.00
ZZ
WHEELER CHARLES E 360 691,563.22
1
16208 VIA DEL ALBA 8.300 5,223.11
80
8.050 5,223.11
865,000.00
1
RANCHO SANTA FE CA 92067 1 05/25/95
00
2967421 05 07/01/95
0
2967421 O 06/01/25
0
1425031 670/670 F 260,000.00
ZZ
MARKUSON DAVID E 360 259,850.41
1
6 ALLISON DRIVE 8.750 2,045.42
80
8.500 2,045.42
325,000.00
BURLINGTON MA 01803 1 05/22/95
00
30005906 05 07/01/95
0
30005906 O 06/01/25
0
1425032 670/670 F 208,950.00
ZZ
GRAVES GLENN M 360 208,832.86
1
6851 FALLSBROOK COURT 8.875 1,662.50
76
8.625 1,662.50
275,000.00
GRANITE BAY CA 95746 2 05/16/95
00
30007020 05 07/01/95
0
30007020 O 06/01/25
0
1425033 670/670 F 350,000.00
ZZ
STERLING ROBERT G 360 349,798.63
1
1100 VERNON SPRINGS COURT NW 8.750 2,753.45
80
8.500 2,753.45
437,500.00
ATLANTA GA 30327 2 05/05/95
00
30014808 05 07/01/95
0
30014808 O 06/01/25
0
1425034 670/670 F 69,210.00
ZZ
KRINETZ EMANUEL 360 69,166.98
1
1820 G VINCENZA DRIVE 8.375 526.05
90
8.125 526.05
76,900.00
SYKESVILLE MD 21784 1 05/26/95
01
30018463 01 07/01/95
17
30018463 O 06/01/25
0
1425035 670/670 F 700,800.00
ZZ
STOCKTON CAROLYN C 360 700,364.41
1
5539 NORTH SAGUARO ROAD 8.375 5,326.59
80
8.125 5,326.59
876,000.00
PARADISE VALLEY AZ 85253 1 05/15/95
00
30018544 05 07/01/95
0
30018544 O 06/01/25
0
1
1425036 670/670 F 288,000.00
ZZ
SOLOMON DAVID A 360 287,825.53
1
4 HORIZONS ROAD 8.500 2,214.47
80
8.250 2,214.47
360,000.00
SHARON MA 02067 1 05/25/95
00
30021391 05 07/01/95
0
30021391 O 06/01/25
0
1425037 670/670 F 695,500.00
ZZ
KOLANDJIAN VREIJ 360 695,078.66
1
6426 CHARTRES DRIVE 8.500 5,347.80
71
8.250 5,347.80
985,000.00
RANCHO PALOS VE CA 90274 2 05/10/95
00
30024021 05 07/01/95
0
30024021 O 06/01/25
0
1425038 670/670 F 319,500.00
ZZ
JOHNSTON DOUGLAS W 360 319,311.37
1
882 N OAK AVENUE 8.625 2,485.04
90
8.375 2,485.04
355,000.00
FILLMORE CA 93015 1 05/26/95
11
30026598 05 07/01/95
17
30026598 O 06/01/25
0
1425039 670/670 F 225,350.00
ZZ
SPRINGER JEFFREY S 360 225,202.59
1
2669 DORADO COURT 8.125 1,673.22
80
7.875 1,673.22
281,740.00
THOUSAND OAKS CA 91362 1 05/10/95
00
30028850 05 07/01/95
0
30028850 O 06/01/25
0
1425041 670/670 F 235,900.00
ZZ
BEVILL JAMES E 360 235,745.68
1
1020 OLYMPIC WAY 8.125 1,751.56
80
7.875 1,751.56
294,900.00
NIPOMO CA 93444 1 05/25/95
00
30031192 05 07/01/95
0
30031192 O 06/01/25
0
1425042 670/670 F 351,900.00
ZZ
EASTER LESLIE E 360 351,681.27
1
1
128 PRENDIVILLE WAY 8.375 2,674.70
90
8.125 2,674.70
391,000.00
MARLBORO MA 01752 1 05/30/95
10
30038146 05 07/01/95
25
30038146 O 06/01/25
0
1425043 670/670 F 404,000.00
ZZ
GRIFFIN DAVID 360 403,761.47
1
58 VIA ALICIA 8.625 3,142.28
80
8.375 3,142.28
505,000.00
SANTA BARBARA CA 93108 1 05/03/95
00
30043280 05 07/01/95
0
30043280 O 06/01/25
0
1425044 670/670 F 324,000.00
ZZ
HABER KEN 360 323,793.39
1
9807 PORTOLA DRIVE 8.250 2,434.11
80
8.000 2,434.11
405,000.00
LOS ANGELES CA 90210 1 05/26/95
00
30044111 05 07/01/95
0
30044111 O 06/01/25
0
1425045 670/670 F 364,900.00
ZZ
WARE BRENT J 360 364,678.94
1
1424 BRAMBLES COURT 8.500 2,805.77
89
8.250 2,805.77
410,000.00
TEMPLETON CA 93465 1 05/11/95
21
30045410 05 07/01/95
20
30045410 O 06/01/25
0
1425046 670/670 F 220,500.00
ZZ
MILLICK CHARLES A 360 220,376.38
1
20633 CAMPTOWN COURT 8.875 1,754.40
85
8.625 1,754.40
260,000.00
ASHBURN VA 22011 2 05/19/95
21
30050383 03 07/01/95
12
30050383 O 06/01/25
0
1425047 670/670 F 235,700.00
ZZ
GILLESPIE MICHAEL 360 235,557.21
1
2842 AVENIDA VALERA 8.500 1,812.33
90
8.250 1,812.33
261,890.00
CARLSBAD CA 92009 1 05/23/95
14
30054486 03 07/01/95
17
1
30054486 O 06/01/25
0
1425048 670/670 F 256,000.00
ZZ
MOELLER II JOHN A 360 255,828.23
1
18912 SHREMOR DRIVE 8.000 1,878.44
80
7.750 1,878.44
320,000.00
DERWOOD MD 20855 1 05/31/95
00
30056993 05 07/01/95
0
30056993 O 06/01/25
0
1425049 670/670 F 307,200.00
ZZ
FORESTER LYNN 360 307,009.05
1
2233 GUNAR DRIVE 8.375 2,334.95
80
8.125 2,334.95
384,000.00
SAN JOSE CA 95124 1 05/19/95
00
30058139 05 07/01/95
0
30058139 O 06/01/25
0
1425050 670/670 F 400,000.00
ZZ
DEWHURST TIMOTHY A 360 400,000.00
1
1627 198TH PLACE SE 8.125 2,969.99
87
7.875 2,969.99
465,000.00
ISSAQUAH WA 98027 1 06/07/95
11
30058970 05 08/01/95
25
30058970 O 07/01/25
0
1425051 670/670 F 350,000.00
ZZ
RASMUSSEN BELVA A 360 350,000.00
1
7806 ALDEN WAY 8.125 2,598.74
77
7.875 2,598.74
455,000.00
FRIDLEY MN 55432 5 06/05/95
00
30062888 05 08/01/95
0
30062888 O 07/01/25
0
1425052 670/670 F 309,200.00
ZZ
RYNDERS JOHN R 360 309,002.83
1
3400 WILLIAMS ROAD 8.250 2,322.92
80
8.000 2,322.92
386,500.00
MARIETTA GA 30062 1 05/25/95
00
30063264 05 07/01/95
0
30063264 O 06/01/25
0
1
1425053 670/670 F 420,000.00
ZZ
PERUMEAN STANLEY A 360 420,000.00
1
1540 EL TRAVESIA DRIVE 8.750 3,304.14
75
8.500 3,304.14
560,000.00
LA HABRA HEIGHT CA 90631 5 05/31/95
00
30063515 05 08/01/95
0
30063515 O 07/01/25
0
1425054 670/670 F 304,000.00
ZZ
WHITE GARRY R 360 303,825.10
1
5428 EAST SUNCREST ROAD 8.750 2,391.57
80
8.500 2,391.57
380,000.00
ANAHEIM CA 92807 1 05/12/95
00
30065186 03 07/01/95
0
30065186 O 06/01/25
0
1425056 670/670 F 241,200.00
ZZ
DAVIS KENNETH J 360 241,050.08
1
16 CHANNING AVENUE 8.375 1,833.30
90
8.125 1,833.30
268,000.00
PROVIDENCE RI 02906 1 05/18/95
11
30067367 05 07/01/95
25
30067367 O 06/01/25
0
1425057 670/670 F 255,600.00
ZZ
PATTERSON ELIZABETHE 360 255,441.13
1
1821 NORTH BEL AIRE DRIVE 8.375 1,942.75
90
8.125 1,942.75
284,000.00
BURBANK CA 91504 1 05/17/95
11
30069602 05 07/01/95
17
30069602 O 06/01/25
0
1425058 670/670 F 493,600.00
ZZ
CRUM JAMES M 360 493,285.24
1
476 MUNDELL WAY 8.250 3,708.26
80
8.000 3,708.26
617,000.00
LOS ALTOS CA 94022 1 05/24/95
00
30070945 05 07/01/95
0
30070945 O 06/01/25
0
1425059 670/670 F 223,500.00
ZZ
FRANKLIN GREGORY A 360 223,371.41
1
1429 LA CANADA DRIVE 8.750 1,758.28
89
8.500 1,758.28
253,500.00
1
BREA CA 92621 1 05/19/95
10
30071399 05 07/01/95
17
30071399 O 06/01/25
0
1425060 670/670 F 210,000.00
ZZ
SULLIVAN JERRY E 360 209,882.26
1
165 KINGS MILL COURT 8.875 1,670.86
84
8.625 1,670.86
250,000.00
ROSWELL GA 30075 2 05/12/95
01
30071411 05 07/01/95
12
30071411 O 06/01/25
0
1425061 670/670 F 222,350.00
ZZ
BALTAZAR JESSE D 360 222,222.07
1
713 NORTH SANCHEZ STREET 8.750 1,749.23
95
8.500 1,749.23
234,100.00
MONTEBELLO CA 90640 1 05/17/95
10
30071852 05 07/01/95
30
30071852 O 06/01/25
0
1425062 670/670 F 253,400.00
T
ARENSBERG FRANK L 360 253,254.21
1
#1306 THE NEW VILLAGER CONDOS 8.750 1,993.50
80
8.500 1,993.50
320,000.00
SUN VALLEY ID 83353 1 05/16/95
00
30072131 05 07/01/95
0
30072131 O 06/01/25
0
1425063 670/670 F 260,500.00
ZZ
MC COURT PATRICIA R 360 260,350.12
1
11937 RISING SUN WAY 8.750 2,049.36
89
8.500 2,049.36
295,000.00
GOLD RIVER CA 95670 2 05/30/95
14
30078865 05 07/01/95
25
30078865 O 06/01/25
0
1425064 670/670 F 268,000.00
ZZ
MCCURNIN DONALD C 360 267,841.77
1
19902 WITTENBURG 8.625 2,084.48
80
8.375 2,084.48
335,000.00
SAN ANTONIO TX 78256 2 05/30/95
00
30079381 05 07/01/95
0
30079381 O 06/01/25
0
1
1425065 670/670 F 552,000.00
ZZ
PETRAUSKAS CHARLES 360 552,000.00
1
1560 SUNSET RIDGE DRIVE 8.125 4,098.59
80
7.875 4,098.59
690,000.00
LAGUNA BEACH CA 92651 1 06/07/95
00
30080614 05 08/01/95
0
30080614 O 07/01/25
0
1425066 670/670 F 512,800.00
ZZ
LESLIE DANIEL H 360 512,497.24
1
3241 CIRCA DE TIERRA 8.625 3,988.51
80
8.375 3,988.51
641,000.00
ENCINITAS CA 92024 1 05/18/95
00
30082609 05 07/01/95
0
30082609 O 06/01/25
0
1425067 670/670 F 225,000.00
ZZ
NELSON ROBERT G 360 224,873.85
1
393 OLD FARM ROAD 8.875 1,790.21
75
8.625 1,790.21
300,000.00
SHOREVIEW MN 55126 5 05/12/95
00
30083273 05 07/01/95
0
30083273 O 06/01/25
0
1425069 670/670 F 241,650.00
ZZ
SHAW CRAIG A 360 241,507.33
1
6214 EAST HILLERY DRIVE 8.625 1,879.53
90
8.375 1,879.53
268,500.00
SCOTTSDALE AZ 85254 1 05/23/95
11
30091705 05 07/01/95
17
30091705 O 06/01/25
0
1425070 670/670 F 355,500.00
ZZ
MC CARTHY STEPHEN P 360 355,267.45
1
1025 TIMBERLINE LANE 8.125 2,639.58
90
7.875 2,639.58
395,000.00
SANTA ANA CA 92705 1 05/23/95
10
30093180 05 07/01/95
17
30093180 O 06/01/25
0
1425071 670/670 F 250,950.00
ZZ
ROGERS BRUCE M 360 250,801.83
1
1
15080 CALLE VERANO 8.625 1,951.87
95
8.375 1,951.87
265,000.00
CHINO HILLS CA 91709 1 05/23/95
21
30098009 05 07/01/95
30
30098009 O 06/01/25
0
1425072 670/670 F 500,000.00
ZZ
ALLDREDGE SHERMAN R 360 500,000.00
1
1545 SW MARY FAILING COURT 8.625 3,888.95
67
8.375 3,888.95
750,000.00
PORTLAND OR 97219 5 06/01/95
00
30100127 05 08/01/95
0
30100127 O 07/01/25
0
1425073 670/670 F 425,200.00
ZZ
DANIELLI FIORELLO 360 424,942.41
1
3556 DEER CREST DRIVE 8.500 3,269.42
80
8.250 3,269.42
531,500.00
DANVILLE CA 94506 1 05/24/95
00
30100143 03 07/01/95
0
30100143 O 06/01/25
0
1425074 670/670 F 224,150.00
ZZ
KLAPPENBACK KIP A 360 224,010.68
1
12 CHATTANOOGA 8.375 1,703.70
79
8.125 1,703.70
285,000.00
IRVINE CA 92720 5 05/25/95
00
30105200 03 07/01/95
0
30105200 O 06/01/25
0
1425076 670/670 F 242,200.00
ZZ
TIGHE JOHN F 360 242,038.00
1
6227 ROCKINGHORSE WAY 8.500 1,862.31
72
8.250 1,862.31
340,000.00
ORANGE CA 92669 2 06/01/95
00
30112559 05 08/01/95
0
30112559 O 07/01/25
0
1425078 670/670 F 266,000.00
ZZ
ANDERSON LYNETTE M 360 266,000.00
1
928 SOUTH CREEKVIEW 8.625 2,068.93
95
8.375 2,068.93
280,000.00
ANAHEIM CA 92808 1 06/08/95
21
30122732 03 08/01/95
25
1
30122732 O 07/01/25
0
1425079 670/670 F 369,000.00
ZZ
CONNELLY TERRY A 360 369,000.00
1
8956 RAINBOW RIDGE DRIVE 8.125 2,739.82
90
7.875 2,739.82
410,000.00
LAS VEGAS NV 89117 1 06/01/95
10
30128099 05 08/01/95
25
30128099 O 07/01/25
0
1425080 670/670 F 251,000.00
ZZ
ZIKA J M 360 250,843.98
1
11432 W COOPER DRIVE 8.375 1,907.79
80
8.125 1,907.79
315,000.00
LITTLETON CO 80127 1 05/31/95
00
3117146 03 07/01/95
0
3117146 O 06/01/25
0
1425081 670/670 F 221,000.00
ZZ
HALILI JR DANIEL R 360 220,872.85
1
4544 LAKE CALABAY DRIVE 8.750 1,738.61
90
8.500 1,738.61
246,040.00
ORLANDO FL 32837 1 05/22/95
04
3118703 03 07/01/95
25
3118703 O 06/01/25
0
1425082 670/670 F 352,000.00
ZZ
ROSE JEFFREY M 240 351,402.40
1
26 HIGH POINT ROAD 8.000 2,944.27
80
7.750 2,944.27
440,000.00
WESTPORT CT 06880 1 05/30/95
00
3122824 05 07/01/95
0
3122824 O 06/01/15
0
1425083 670/670 F 216,450.00
ZZ
LEMON MICHAEL 360 216,450.00
1
15 BRADFORD AVENUE 8.250 1,626.12
90
8.000 1,626.12
240,500.00
WEST ORANGE NJ 07052 1 06/15/95
14
3123090 05 08/01/95
20
3123090 O 07/01/25
0
1
1425084 670/670 F 975,000.00
ZZ
SCHROEDER MARK 360 975,000.00
1
10 AUGUSTUS LANE 8.125 7,239.35
75
7.875 7,239.35
1,300,000.00
GREENWICH CT 06830 4 06/23/95
00
340987 05 08/01/95
0
340987 O 07/01/25
0
1425085 670/670 F 314,700.00
ZZ
FIELD CHARLES K 360 314,509.34
1
228 ST ANTHONY'S DRIVE 8.500 2,419.78
80
8.250 2,419.78
393,410.00
MOORESTOWN NJ 08057 1 05/31/95
00
344508 05 07/01/95
0
344508 O 06/01/25
0
1425086 670/670 F 310,000.00
ZZ
IMHOF WILLIAM E 360 310,000.00
1
8197 SOUTHWEST 84TH TERRACE 8.500 2,383.64
73
8.250 2,383.64
427,733.00
MIAMI FL 33143 1 06/07/95
00
3677281 03 08/01/95
0
3677281 O 07/01/25
0
1425087 670/670 F 310,500.00
ZZ
MORRIS ANDREW G 360 310,500.00
1
9469 SPANISH MOSS ROAD 8.375 2,360.03
90
8.125 2,360.03
345,000.00
LAKE WORTH FL 33467 1 06/16/95
11
3677826 03 08/01/95
25
3677826 O 07/01/25
0
1425088 670/670 F 280,000.00
ZZ
BURKE JUDITH A 360 279,825.96
1
19500 TURNBERRY WAY #19E 8.375 2,128.21
80
8.125 2,128.21
350,000.00
NORTH MIAMI BEA FL 33180 1 05/30/95
00
3677907 06 07/01/95
0
3677907 O 06/01/25
0
1425089 670/670 F 280,000.00
ZZ
DUNKEL GARY M 360 279,830.37
1
262 CORDOVA ROAD 8.500 2,152.96
80
8.250 2,152.96
350,000.00
1
WEST PALM BEACH FL 33401 1 05/26/95
00
3678636 05 07/01/95
0
3678636 O 06/01/25
0
1425090 670/670 F 270,750.00
ZZ
MANN DONALD F 360 270,750.00
1
10661 NORTHWEST 49TH STREET 8.500 2,081.84
95
8.250 2,081.84
285,000.00
CORAL SPRINGS FL 33076 1 06/08/95
11
3679381 03 08/01/95
25
3679381 O 07/01/25
0
1425092 670/670 F 374,400.00
ZZ
WILSHERE DORIS 360 374,400.00
1
105 TRUMBULL ROAD 8.015 2,751.14
80
7.765 2,751.14
468,000.00
MANHASSET NY 11030 1 06/14/95
00
443573 05 08/01/95
0
443573 O 07/01/25
0
1425093 670/670 F 300,000.00
ZZ
AMODIO JOHN 360 300,000.00
1
17 CENTRAL DRIVE 8.100 2,222.25
75
7.850 2,222.25
405,000.00
GLEN HEAD NY 11545 1 06/22/95
00
443646 05 08/01/95
0
443646 O 07/01/25
0
1425094 670/670 F 550,000.00
ZZ
CULLEN JEFFREY P 360 550,000.00
1
249 LAKEWOOD CIRCLE 8.100 4,074.12
60
7.850 4,074.12
925,000.00
BURR RIDGE IL 60521 1 06/23/95
00
444804 05 08/01/95
0
444804 O 07/01/25
0
1425095 670/670 F 460,000.00
ZZ
MAUNDER RICHARD J 360 459,696.94
1
635 NW ALBEMARLE TERRACE 8.090 3,404.23
80
7.840 3,404.23
575,000.00
PORTLAND OR 97210 1 05/25/95
00
447501 05 07/01/95
0
447501 O 06/01/25
0
1
1425096 670/670 F 245,000.00
ZZ
POOLE LESLIE P 360 244,831.38
1
108 LUCRE COURT 7.875 1,776.43
65
7.625 1,776.43
377,234.00
SCHAUMBURG IL 60194 1 05/25/95
00
457582 05 07/01/95
0
457582 O 06/01/25
0
1425097 670/670 F 500,000.00
ZZ
GOODMAN DAVID A 360 499,697.10
1
2651 HOLICONG ROAD 8.500 3,844.57
80
8.250 3,844.57
625,000.00
BUCKINGHAM PA 18912 1 05/30/95
00
478300 05 07/01/95
0
478300 O 06/01/25
0
1425098 670/670 F 900,000.00
ZZ
SPRAY THOMAS L 360 900,000.00
1
1408 FLAT ROCK ROAD 8.650 7,016.13
76
8.400 7,016.13
1,185,000.00
PENN VALLEY PA 19072 2 06/12/95
00
478326 05 08/01/95
0
478326 O 07/01/25
0
1425099 670/670 F 460,000.00
ZZ
WIMMER ROBERT J 360 459,670.39
1
718 CARRIAGE DRIVE 7.675 3,271.69
80
7.425 3,271.69
575,000.00
WEXFORD PA 15090 1 05/10/95
00
4852982 05 07/01/95
0
4852982 O 06/01/25
0
1425100 670/670 F 299,840.00
ZZ
JUDSON BRUCE D 360 299,840.00
1
186 SMALLEY CORNERS 8.550 2,316.15
80
8.300 2,316.15
374,800.00
CARMEL NY 10512 1 06/16/95
00
500518 05 08/01/95
0
500518 O 07/01/25
0
1425101 670/670 F 300,000.00
ZZ
DIORIO MARK R 360 299,822.88
1
1
6 ARISTOTLE DRIVE 8.625 2,333.37
80
8.375 2,333.37
375,000.00
WINCHESTER MA 01890 1 05/31/95
00
502839 05 07/01/95
0
502839 O 06/01/25
0
1425102 670/670 F 326,400.00
ZZ
ZUPCOFSKA PETER F 360 326,400.00
1
85 DARTMOUTH STREET 7.875 2,366.63
80
UNITS 2 & 3 7.625 2,366.63
408,000.00
BOSTON MA 02110 1 06/16/95
00
503347 01 08/01/95
0
503347 O 07/01/25
0
1425103 670/670 F 406,400.00
ZZ
EMERY SHERRY T 360 406,400.00
1
646 BOSTON POST ROAD 8.205 3,040.31
80
7.955 3,040.31
508,000.00
WESTON MA 02193 1 06/28/95
00
503738 05 08/01/95
0
503738 O 07/01/25
0
1425104 670/670 F 620,000.00
ZZ
KIM JOSEPH K 360 619,583.15
1
4711 LAS COLINAS LANE 7.990 4,545.02
80
7.740 4,545.02
775,000.00
LA CANADA FLINT CA 91011 1 05/12/95
00
506214 05 07/01/95
0
506214 O 06/01/25
0
1425105 670/670 F 250,000.00
ZZ
PALAZZO ROBERT 360 250,000.00
1
6 CENTENNIAL DRIVE 7.875 1,812.68
76
7.625 1,812.68
333,175.00
ROCKAWAY NJ 07866 1 06/23/95
00
5095026 05 08/01/95
0
5095026 O 07/01/25
0
1425106 670/670 F 246,900.00
ZZ
TSO PETER 240 246,900.00
1
9 KARA COURT 8.625 2,162.23
80
8.375 2,162.23
308,687.00
MATAWAN NJ 07747 1 06/05/95
00
5099943 03 08/01/95
0
1
5099943 O 07/01/15
0
1425107 670/670 F 300,000.00
ZZ
MULIER PETER 360 299,796.65
1
8140 LAKE ELMO AVENUE 7.950 2,190.85
56
7.700 2,190.85
545,000.00
STILLWATER MN 55082 1 05/31/95
00
510891 05 07/01/95
0
510891 O 06/01/25
0
1425108 670/670 F 330,000.00
ZZ
BURNS JERROLD H 360 330,000.00
1
1710 COLFAX AVENUE SOUTH 8.250 2,479.18
55
8.000 2,479.18
608,000.00
MINNEAPOLIS MN 55403 1 06/15/95
00
511056 05 08/01/95
0
511056 O 07/01/25
0
1425109 670/670 F 363,200.00
ZZ
HAMMER JR RONALD P 360 363,200.00
1
26 FERNWAY 8.600 2,818.48
80
8.350 2,818.48
454,000.00
COHASSET MA 02025 1 06/23/95
00
512184 05 08/01/95
0
512184 O 07/01/25
0
1425110 670/670 F 400,000.00
ZZ
DIETZ ANDREW E 360 399,763.84
1
160 EAST FOX CHASE ROAD 8.625 3,111.16
42
8.375 3,111.16
965,000.00
CHESTER TOWNSHI NJ 07934 1 06/01/95
00
515370 05 07/01/95
0
515370 O 06/01/25
0
1425111 670/670 F 944,470.00
ZZ
SCARA MICHAEL J 360 944,470.00
1
22 SHEEPFIELD FARM DRIVE 8.500 7,262.16
75
8.250 7,262.16
1,259,293.00
TOWNSHIP OF HAR NJ 07976 4 06/13/95
00
515434 05 08/01/95
0
515434 O 07/01/25
0
1
1425112 670/670 F 292,000.00
ZZ
BROWN BRUCE A 360 292,000.00
1
1630 PORTAGE PASS 7.750 2,091.93
80
7.500 2,091.93
365,000.00
DEERFIELD IL 60015 1 06/12/95
00
517488 05 08/01/95
0
517488 O 07/01/25
0
1425113 670/670 F 225,000.00
ZZ
SMAGLEY NORMAN 360 225,000.00
1
923 MARION AVENUE 8.000 1,650.98
78
7.750 1,650.98
290,000.00
HIGHLAND PARK IL 60035 5 06/26/95
00
517585 05 08/01/95
0
517585 O 07/01/25
0
1425114 670/670 F 300,000.00
ZZ
CIRULLI VINCENT J 360 299,804.35
1
4 DORCHESTER COURT 8.140 2,230.65
55
7.890 2,230.65
550,000.00
LAWRENCE TOWNSH NJ 08540 1 05/31/95
00
524115 05 07/01/95
0
524115 O 06/01/25
0
1425115 670/670 F 350,000.00
ZZ
CUDZIL GERARD N 360 349,765.15
1
17 PRESIDENTIAL PARK 8.000 2,568.18
80
7.750 2,568.18
440,000.00
MIDDLETOWN TOWN NJ 07748 1 05/31/95
00
524123 05 07/01/95
0
524123 O 06/01/25
0
1425116 670/670 F 240,000.00
T
MIKOS DAVID E 360 239,667.74
1
2358 NORTH SHORE DRIVE 7.875 1,740.17
75
7.625 1,740.17
321,000.00
DELAVAN WI 53115 1 05/26/95
00
5277655 05 07/01/95
0
5277655 O 06/01/25
0
1425117 670/670 F 240,000.00
ZZ
DAVIS STEVEN H 360 240,000.00
1
7625 S YAMPA STREET 8.250 1,803.04
55
8.000 1,803.04
440,000.00
1
AURORA CO 80016 1 06/07/95
00
528480 05 08/01/95
0
528480 O 07/01/25
0
1425118 670/670 F 250,000.00
ZZ
SHEPARD BARRY R 360 250,000.00
1
20 WESTWOOD LANE 8.400 1,904.60
37
8.150 1,904.60
680,000.00
WOODBURY NY 11797 1 06/16/95
00
529141 05 08/01/95
0
529141 O 07/01/25
0
1425119 670/670 F 415,000.00
ZZ
SCRIBNER ROBERT K 360 415,000.00
1
2 MEADOW LANE 7.700 2,958.79
80
7.450 2,958.79
525,000.00
LLOYD NECK NY 11743 1 06/13/95
00
529222 05 08/01/95
0
529222 O 07/01/25
0
1425120 670/670 F 390,000.00
ZZ
GOLD ANDREW 360 390,000.00
1
15 BIRCH GROVE DRIVE 8.330 2,951.91
80
8.080 2,951.91
490,000.00
ARMONK NY 10504 1 06/15/95
00
529389 05 08/01/95
0
529389 O 07/01/25
0
1425121 670/670 F 225,000.00
ZZ
ERNESTON ROBERT C 360 224,867.97
1
8475 SE MANGROVE STREET 8.655 1,754.84
77
8.405 1,754.84
295,000.00
HOBE SOUND FL 33455 1 05/24/95
00
530387 05 07/01/95
0
530387 O 06/01/25
0
1425122 670/670 F 324,000.00
ZZ
BALBO JAMES J 360 323,788.05
1
68 HARVARD ROAD 8.125 2,405.70
80
7.875 2,405.70
405,000.00
FAIR HAVEN NJ 07704 1 06/01/95
00
530531 05 07/01/95
0
530531 O 06/01/25
0
1
1425123 670/670 F 400,000.00
ZZ
GLASSBERG DAVID E 360 399,724.72
1
435 GREAT SPRINGS ROAD 7.875 2,900.28
80
7.625 2,900.28
500,000.00
BRYN MAWR PA 19010 1 06/01/95
00
530581 05 07/01/95
0
530581 O 06/01/25
0
1425124 670/670 F 400,000.00
ZZ
LEONARD THOMAS J 360 400,000.00
1
4 SOPHIE COURT 8.000 2,935.06
80
7.750 2,935.06
505,000.00
WOODCLIFF LAKE NJ 07675 1 06/02/95
00
530590 05 08/01/95
0
530590 O 07/01/25
0
1425125 670/670 F 924,500.00
ZZ
SALTER FREDRIC L 360 924,500.00
1
9412 EAGLE RIDGE DRIVE 8.110 6,854.69
73
7.860 6,854.69
1,275,000.00
BETHESDA MD 20817 2 06/05/95
00
530638 03 08/01/95
0
530638 O 07/01/25
0
1425126 670/670 F 275,000.00
ZZ
STEWART JR JOHN P 360 274,833.40
1
2989 RIVERMEADE DRIVE NW 8.500 2,114.52
53
8.250 2,114.52
520,800.00
ATLANTA GA 30327 1 06/01/95
00
530760 05 07/01/95
0
530760 O 06/01/25
0
1425127 670/670 F 396,000.00
ZZ
NIWA JUNICHIRO 360 396,000.00
1
17 BIRCHDALE LANE 8.125 2,940.29
80
7.875 2,940.29
495,000.00
PORT WASHINGTON NY 11050 1 06/06/95
00
530808 05 08/01/95
0
530808 O 07/01/25
0
1425128 670/670 F 450,000.00
ZZ
CALLAWAY JR WILLIAM H 360 450,000.00
1
1
6715 WEMBERLY WAY 7.875 3,262.82
58
7.625 3,262.82
780,000.00
MCLEAN VA 22101 2 06/07/95
00
530891 05 08/01/95
0
530891 O 07/01/25
0
1425129 670/670 F 308,000.00
ZZ
WALSH ROBERT J 360 307,788.03
1
679 VISTA BONITA 7.875 2,233.22
80
7.625 2,233.22
385,000.00
NEWPORT BEACH CA 92660 1 05/20/95
00
531057 03 07/01/95
0
531057 O 06/01/25
0
1425132 670/670 F 830,000.00
ZZ
KROFT STEPHEN A 360 829,443.08
1
4807 ROMA COURT 8.000 6,090.25
71
7.750 6,090.25
1,180,000.00
MARINA DEL REY CA 90292 1 05/19/95
00
535559 05 07/01/95
0
535559 O 06/01/25
0
1425133 670/670 F 1,000,000.00
ZZ
BENASSI JOHN M 360 999,409.60
1
15306 LAS PLANIDERAS 8.625 7,777.90
77
8.375 7,777.90
1,300,000.00
RANCHO SANTA FE CA 92067 2 05/25/95
00
536041 05 07/01/95
0
536041 O 06/01/25
0
1425134 670/670 F 625,000.00
ZZ
HOPP MARTIN L 360 624,631.00
1
1868 N DOHENY DRIVE 8.625 4,861.19
62
8.375 4,861.19
1,015,000.00
LOS ANGELES CA 90069 2 05/25/95
00
536164 05 07/01/95
0
536164 O 06/01/25
0
1425135 670/670 F 338,400.00
ZZ
CASTLE STEVEN C 360 338,400.00
1
29846 TRIUNFO DRIVE 7.900 2,459.51
80
7.650 2,459.51
423,000.00
AGOURA AREA CA 91301 1 06/22/95
00
536270 05 08/01/95
0
1
536270 O 07/01/25
0
1425136 670/670 F 1,000,000.00
ZZ
COWMAN JAMES W 360 1,000,000.00
1
6995 GRASSWOOD AVENUE 8.650 7,795.70
68
8.400 7,795.70
1,475,000.00
MALIBU CA 90265 2 06/14/95
00
536342 05 08/01/95
0
536342 O 07/01/25
0
1425139 670/670 F 370,000.00
ZZ
SASSE SCOTT A 360 370,000.00
1
2726 LAKEWOOD AVENUE 8.650 2,884.41
78
8.400 2,884.41
475,000.00
LOS ANGELES CA 90039 2 06/07/95
00
538329 05 08/01/95
0
538329 O 07/01/25
0
1425140 670/670 F 640,000.00
ZZ
PULSIPHER JR JOHN L 360 639,582.03
1
2200 SACRAMENTO STREET #1601 8.133 4,755.57
80
7.883 4,755.57
800,000.00
SAN FRANCISCO CA 94115 1 05/31/95
00
538795 08 07/01/95
0
538795 O 06/01/25
0
1425141 670/670 F 612,500.00
ZZ
AMMONS MARK A 360 612,500.00
1
15 VILLAGE ROAD 8.500 4,709.60
64
8.250 4,709.60
962,500.00
CHERRY HILLS VI CO 80110 1 06/13/95
00
539490 05 08/01/95
0
539490 O 07/01/25
0
1425142 670/670 F 392,000.00
ZZ
BENTZ GENE A 360 392,000.00
1
2757 MOTOR AVENUE 8.600 3,041.97
80
8.350 3,041.97
490,000.00
LOS ANGELES CA 90064 5 06/09/95
00
539571 05 08/01/95
0
539571 O 07/01/25
0
1
1425144 670/670 F 491,488.00
ZZ
SCHMITT RICHARD M 360 491,488.00
1
3334 LOWER LOCK AVENUE 8.608 3,816.81
80
8.358 3,816.81
615,000.00
BELMONT CA 94002 2 06/16/95
00
5401880 05 08/01/95
0
5401880 O 07/01/25
0
1425145 670/670 F 540,000.00
ZZ
STETZ CHRISTIANW 360 540,000.00
1
12380 HILLTOP DRIVE 8.233 4,050.39
72
7.983 4,050.39
752,000.00
LOS ALTOS HILLS CA 94024 1 06/07/95
00
541303 05 08/01/95
0
541303 O 07/01/25
0
1425146 670/670 F 523,500.00
ZZ
WERNER HENRI L 360 523,500.00
1
189 LOS ROBLES DRIVE 8.253 3,933.99
70
8.003 3,933.99
755,000.00
BURLINGAME CA 94010 1 06/09/95
00
541354 05 08/01/95
0
541354 O 07/01/25
0
1425147 670/670 F 400,000.00
ZZ
ALLEN KIRK R 360 400,000.00
1
3 EL CAMINITO DEL NORTE 7.750 2,865.65
77
7.500 2,865.65
525,000.00
MONTEREY CA 93940 1 06/13/95
00
541494 05 08/01/95
0
541494 O 07/01/25
0
1425148 670/670 F 412,000.00
ZZ
OWEN F K 360 412,000.00
1
1005 JEWELL AVENUE 8.250 3,095.22
80
8.000 3,095.22
515,000.00
PACIFIC GROVE CA 93950 1 06/21/95
00
541664 05 08/01/95
0
541664 O 07/01/25
0
1425149 670/670 F 464,000.00
ZZ
BOGER DAN C 360 463,717.74
1
27 CRAMDEN DRIVE 8.480 3,561.19
80
8.230 3,561.19
580,000.00
1
MONTEREY CA 93940 1 05/26/95
00
541915 05 07/01/95
0
541915 O 06/01/25
0
1425150 670/670 F 630,000.00
ZZ
BAREILLES STEVEN J 360 629,606.40
1
280 QUINNHILL AVENUE 8.350 4,777.35
75
8.100 4,777.35
840,000.00
LOS ALTOS CA 94024 1 05/31/95
00
542016 05 07/01/95
0
542016 O 06/01/25
0
1425151 670/670 F 200,000.00
ZZ
JOHNSON MICHAEL 360 200,000.00
1
18837 BIARRITZ COURT 8.375 1,520.15
57
8.125 1,520.15
352,500.00
SARATOGA CA 95070 1 06/12/95
00
542041 03 08/01/95
0
542041 O 07/01/25
0
1425152 670/670 F 500,000.00
ZZ
KELLY THOMAS F 360 500,000.00
1
57 STEVENSON LANE 7.938 3,647.24
39
7.688 3,647.24
1,300,000.00
ATHERTON CA 94027 1 06/02/95
00
542156 05 08/01/95
0
542156 O 07/01/25
0
1425153 670/670 F 520,000.00
ZZ
GRANUM O A 360 520,000.00
1
603 MARIAN SQUARE 8.625 4,044.51
80
8.375 4,044.51
650,000.00
OAK BROOK IL 60521 1 06/13/95
00
5900131 05 08/01/95
0
5900131 O 07/01/25
0
1425154 670/670 F 259,300.00
ZZ
PETERS MICHAEL E 360 259,300.00
1
2440 CHATFIELD COURT 8.500 1,993.80
95
8.250 1,993.80
272,958.00
AURORA IL 60504 1 06/19/95
11
5900433 05 08/01/95
25
5900433 O 07/01/25
0
1
1425155 670/670 F 455,000.00
ZZ
GORCZYCA DANIEL T 360 454,738.22
1
16001 JEFFERSON 8.750 3,579.49
80
8.500 3,579.49
570,000.00
GROSSE POINTE P MI 48230 1 05/22/95
00
5901367 05 07/01/95
0
5901367 O 06/01/25
0
1425156 670/670 F 259,200.00
ZZ
GIBLIN JAMES G 360 259,200.00
1
26 WEST 043 EMBDEN LANE 8.250 1,947.29
90
8.000 1,947.29
288,000.00
WHEATON IL 60187 1 06/26/95
11
5905362 05 08/01/95
17
5905362 O 07/01/25
0
1425157 670/670 F 244,000.00
ZZ
WILSON THOMAS H 360 243,841.84
1
4205 RILEY STREET 8.170 1,819.39
80
7.920 1,819.39
305,000.00
HOUSTON TX 77005 1 05/30/95
00
6193111 05 07/01/95
0
6193111 O 06/01/25
0
1425158 670/670 F 444,800.00
ZZ
MCKEMIE ANDREW R 360 444,530.54
1
6441 MERCER AVE 8.500 3,420.13
80
8.250 3,420.13
556,000.00
HOUSTON TX 77005 1 05/26/95
00
6193129 05 07/01/95
0
6193129 O 06/01/25
0
1425159 670/670 F 500,000.00
ZZ
GALFIONE RONALD R 360 499,695.84
1
3717 PLUMB STREET 8.480 3,837.49
79
8.230 3,837.49
639,835.00
HOUSTON TX 77005 1 05/30/95
00
6193137 05 07/01/95
0
6193137 O 06/01/25
0
1425160 670/670 F 372,800.00
ZZ
JACOBS DAVID J 360 372,800.00
1
1
3615 CARNEGIE STREET 8.375 2,833.55
80
8.125 2,833.55
466,000.00
HOUSTON TX 77005 1 06/14/95
00
6193161 05 08/01/95
0
6193161 O 07/01/25
0
1425161 670/670 F 225,000.00
ZZ
DIENES MARY T 360 224,870.55
1
115 ARLINGTON DRIVE 8.750 1,770.08
71
8.500 1,770.08
320,000.00
METAIRIE LA 70001 1 05/31/95
00
653952 05 07/01/95
0
653952 O 06/01/25
0
1425162 670/670 F 231,900.00
ZZ
LOWE JR DEAN C 360 231,900.00
1
13639 SOUTH BRIDLE TRAIL 8.125 1,721.85
80
7.875 1,721.85
289,900.00
DRAPER UT 84020 1 06/02/95
00
675011 05 08/01/95
0
675011 O 07/01/25
0
1425163 670/670 F 221,900.00
ZZ
ALIBERTI DEAN D 360 221,434.49
1
60 HONEYSUCKLE LANE 9.250 1,825.52
80
9.000 1,825.52
277,400.00
MILFORD CT 06460 1 02/03/95
00
724645 05 04/01/95
0
724645 O 03/01/25
0
1425164 670/670 F 396,000.00
ZZ
DAMPF RICHARD A 360 395,760.10
1
351 WIRE MILL ROAD 8.500 3,044.90
90
8.250 3,044.90
440,000.00
STAMFORD CT 06903 1 05/25/95
04
7888104 05 07/01/95
25
7888104 O 06/01/25
0
1425165 670/670 F 306,800.00
ZZ
SOMBORN CHARLES D 360 306,445.68
1
1120 BELLEWOOD COVE 8.750 2,413.60
80
8.500 2,413.60
383,500.00
COLLIERVILLE TN 38017 1 04/28/95
00
789431 03 06/01/95
0
1
789431 O 05/01/25
0
1425166 670/670 F 234,100.00
ZZ
BRIDGES JAMES O 360 233,975.43
1
1587 SADDLE CHASE COVE 9.125 1,904.71
95
8.875 1,904.71
246,450.00
CORDOVA TN 38018 1 05/12/95
12
790336 03 07/01/95
30
790336 O 06/01/25
0
1425167 670/670 F 339,000.00
ZZ
SPUND STANLEY R 360 337,759.74
1
5809 NICHOLSON LANE #403 8.875 2,697.24
80
8.625 2,697.24
424,000.00
N BETHESDA MD 20852 1 03/31/95
00
7908415 06 05/01/95
0
7908415 O 04/01/25
0
1425169 670/670 F 1,000,000.00
ZZ
RICHARDS FRANKLIN D 360 999,409.60
1
8801 BELMART ROAD 8.625 7,777.90
60
8.375 7,777.90
1,667,500.00
POTOMAC MD 20854 1 05/31/95
00
8577218 05 07/01/95
0
8577218 O 06/01/25
0
1425170 670/670 F 213,500.00
ZZ
RINEHOUSE STEVEN E 360 213,386.38
1
1 CROTONA AVENUE 9.125 1,737.11
95
8.875 1,737.11
225,000.00
DALLAS PA 18612 1 05/30/95
19
8584478 05 07/01/95
30
8584478 O 06/01/25
0
1425171 670/670 F 290,000.00
ZZ
ELIA RICARDO J 360 289,828.78
1
45 COOLIDGE ROAD 8.625 2,255.60
79
8.375 2,255.60
369,700.00
W MEDFORD MA 02155 1 05/30/95
00
8677361 05 07/01/95
0
8677361 O 06/01/25
0
1
1425172 670/670 F 337,500.00
ZZ
WALLACE JOHN W 360 337,284.78
1
119 LAKEVIEW AVENUE 8.250 2,535.53
90
8.000 2,535.53
375,000.00
ATLANTA GA 30305 1 06/01/95
10
8685711 05 07/01/95
25
8685711 O 06/01/25
0
1425173 670/670 F 417,500.00
ZZ
CORNWELL III EDWARD E 360 416,937.86
1
660 SOUTH LOS ROBLES AVENUE 8.000 3,063.47
73
7.750 3,063.47
575,000.00
PASADENA CA 91106 1 04/20/95
00
8751056 05 06/01/95
0
8751056 O 05/01/25
0
1425174 670/670 F 424,800.00
ZZ
ALHADEF JOEL R 360 424,800.00
1
4631 BRIAR OAKS CIRCLE 8.250 3,191.39
80
8.000 3,191.39
531,000.00
DALLAS TX 75287 1 06/19/95
00
8755787 03 08/01/95
0
8755787 O 07/01/25
0
1425175 670/670 F 252,000.00
ZZ
BARTON SARAH M 300 251,489.45
1
2 SOUTH END AVENUE UNIT 8C 8.250 1,986.90
80
8.000 1,986.90
315,000.00
NEW YORK NY 10280 1 04/06/95
00
8782822 06 06/01/95
0
8782822 O 05/01/20
0
1425176 670/670 F 435,000.00
ZZ
KRATKY JOHN M 360 431,313.60
1
25 STEPHANIE LANE 8.875 3,461.06
65
8.625 3,461.06
670,000.00
DARIEN CT 06820 2 09/09/94
00
880451 05 11/01/94
0
880451 O 10/01/24
0
1425177 670/670 F 1,459,030.96
ZZ
HARDIN DENNIS R 332 1,457,117.19
1
1804 VIA VISALIA 9.250 12,199.91
30
9.000 12,199.91
5,000,000.00
1
PALSO VERDES ES CA 90274 2 05/01/95
00
8873682 05 06/01/95
0
8873682 O 01/01/23
0
1425178 670/670 F 222,300.00
ZZ
WOLFE PAUL A 360 222,178.57
1
1509 W UNIVERSITY HTS DRIVE NO 9.000 1,788.68
90
8.750 1,788.68
247,000.00
FLAGSTAFF AZ 86001 1 05/08/95
01
9001921 05 07/01/95
17
9001921 O 06/01/25
0
1425179 670/670 F 251,750.00
ZZ
HANNON PETER 360 251,750.00
1
531 COLUMBIA HILL ROAD 8.750 1,980.52
95
8.500 1,980.52
265,000.00
DANVILLE PA 17821 1 06/02/95
11
9004955 05 08/01/95
30
9004955 O 07/01/25
0
1425180 670/670 F 253,650.00
ZZ
DUNNING ROBERT 360 253,484.07
1
24 FIELD POINT 8.125 1,883.35
80
7.875 1,883.35
317,100.00
DOVE CANYON CA 92679 1 05/22/95
00
9006290 05 07/01/95
0
9006290 O 06/01/25
0
1425181 670/670 F 355,000.00
ZZ
PESTANA DAMIAN R 360 354,800.98
1
70 ZIRCON PLACE 8.875 2,824.54
79
8.625 2,824.54
450,000.00
SAN FRANCISCO CA 94131 1 05/01/95
00
9006478 05 07/01/95
0
9006478 O 06/01/25
0
1425182 670/670 F 250,000.00
ZZ
RUBIN MARK M 360 250,000.00
1
83 SEAVIEW AVENUE 8.875 1,989.12
61
8.625 1,989.12
410,000.00
MONMOUTH BEACH NJ 07750 1 06/07/95
00
9012672 05 08/01/95
0
9012672 O 07/01/25
0
1
1425183 670/670 F 228,750.00
ZZ
HARLAN COLETTE M 360 228,592.57
1
34 DOMINION DRIVE 7.875 1,658.60
75
7.625 1,658.60
305,000.00
MARLTON NJ 08053 5 05/25/95
00
9028056 05 07/01/95
0
9028056 O 06/01/25
0
1425184 670/670 F 640,000.00
ZZ
STAPLE PETER 360 639,570.58
1
35 DOUD DRIVE 8.000 4,696.09
77
7.750 4,696.09
840,000.00
LOS ALTOS CA 94022 1 05/18/95
00
9101403 05 07/01/95
0
9101403 O 06/01/25
0
1425185 670/670 F 212,300.00
ZZ
THUL JAMES L 360 212,168.04
1
15138 YELLOW PINE STREET NW 8.375 1,613.64
90
8.125 1,613.64
235,900.00
ANDOVER MN 55304 1 05/31/95
12
9117571 05 07/01/95
25
9117571 O 06/01/25
0
1425186 670/670 F 243,900.00
ZZ
GU HOWARD 360 243,759.67
1
310 HORNEBLEND COURT 8.750 1,918.77
80
8.500 1,918.77
304,900.00
SIMI VALLEY CA 93065 1 05/04/95
00
9129782 05 07/01/95
0
9129782 O 06/01/25
0
1425187 670/670 F 215,900.00
ZZ
WENZLER THOMAS 360 215,900.00
1
187 PLYMOUTH BOULEVARD 7.750 1,546.74
80
7.500 1,546.74
269,935.00
SMITHTOWN NY 11787 1 06/15/95
00
917389 05 08/01/95
0
917389 O 07/01/25
0
1425188 670/670 F 276,000.00
ZZ
REYES MIGUEL A 360 275,697.35
1
1
5420 SOUTHWEST 82 AVENUE 9.000 2,220.76
80
8.750 2,220.76
345,000.00
MIAMI FL 33155 1 04/07/95
00
9589741 05 06/01/95
0
9589741 O 05/01/25
0
1425189 670/670 F 265,000.00
ZZ
GOULDEY GLENN C 360 264,831.02
1
3681 EDINBOROUGH DRIVE 8.250 1,990.86
73
7.930 1,990.86
368,000.00
ROCHESTER HILLS MI 48306 1 05/15/95
00
8758760 03 07/01/95
0
8758760 O 06/01/25
0
1425190 670/670 F 244,000.00
ZZ
PITCHFORD WILLIAM D 360 243,844.40
1
39151 HORTON 8.250 1,833.10
80
7.930 1,833.10
305,000.00
FARMINGTON HILL MI 48331 1 05/22/95
00
8758778 03 07/01/95
0
8758778 O 06/01/25
0
1425191 670/670 F 236,000.00
ZZ
RUSSELL MICHAEL D 360 233,856.96
1
3393 SEMINOLE COURT 8.000 1,731.69
84
7.680 1,731.69
281,000.00
ROCHESTER HILLS MI 48309 1 05/23/94
10
8758786 03 07/01/94
20
8758786 O 06/01/24
0
1425192 670/670 F 284,000.00
ZZ
MONTGOMERY HAROLD H 360 282,238.44
1
4666 EDMONDSON AVENUE 8.000 2,083.90
80
7.680 2,083.90
355,000.00
HIGHLAND PARK TX 75209 1 09/28/94
00
8758794 05 11/01/94
0
8758794 O 10/01/24
0
1425193 670/670 F 225,000.00
ZZ
MOORE RONALD E 360 224,712.05
1
410 ROYAL COLONNADE 8.250 1,690.36
90
7.930 1,690.36
250,000.00
ARLINGTON TX 76011 1 04/27/95
10
8758905 05 06/01/95
25
1
8758905 O 05/01/25
0
1425194 670/670 F 222,400.00
ZZ
GEORGE DANIEL E 360 221,750.78
1
1406 MAYFAIR PLACE 8.750 1,749.63
80
8.430 1,749.63
278,000.00
SOUTHLAKE TX 76092 1 01/25/95
00
8758930 03 03/01/95
0
8758930 O 02/01/25
0
1425195 670/670 F 337,000.00
ZZ
CONNOR DOUGLAS F 360 334,730.93
1
4 SAVANNAH COURT 8.625 2,621.16
90
8.305 2,621.16
374,450.00
FRISCO TX 75034 1 07/28/94
10
8758956 03 09/01/94
20
8758956 O 08/01/24
0
1425196 670/670 F 250,000.00
ZZ
SPILLANE SHAWN 360 249,696.02
1
43459 CASTLEWOOD 8.500 1,922.29
79
8.180 1,922.29
319,000.00
NOVI MI 48167 1 04/25/95
00
8759421 03 06/01/95
0
8759421 O 05/01/25
0
1425197 670/670 F 235,000.00
ZZ
SMITH MAURA E 360 235,000.00
1
2080 GLASGOW AVENUE 7.700 1,675.46
80
7.380 1,675.46
295,000.00
CARDIFF CA 92007 2 06/02/95
00
8759995 05 08/01/95
0
8759995 O 07/01/25
0
1425198 670/670 F 245,900.00
ZZ
POWERS PATRICK C 360 245,603.25
1
6425 BLACKTREE DRIVE 8.000 1,804.33
95
7.680 1,804.33
258,865.00
PLANO TX 75093 1 06/01/95
10
8760039 05 07/01/95
30
8760039 O 06/01/25
0
1
1425248 670/670 F 289,736.00
T
SCHMITT RICHARD M 360 289,736.00
1
247 WILD MOOR REACH 8.690 2,266.95
76
8.440 2,266.95
385,000.00
SEA RANCH CA 95497 5 06/16/95
00
540218 05 08/01/95
0
540218 O 07/01/25
0
1425275 560/560 F 207,150.00
R
STEPHENS ROBERT L 360 205,719.68
1
6 DEBRA DRIVE 8.500 1,592.80
80
8.250 1,592.80
259,000.00
DAYTON NJ 08810 1 07/29/94
00
221521594 05 09/01/94
0
221521594 O 08/01/24
0
1425276 560/560 F 300,000.00
ZZ
KLEISNER THEODORE J 360 298,139.33
1
RAVEN ROCK, VILLAGE RUN ROAD 8.000 2,201.29
33
7.750 2,201.29
920,000.00
WHTE SULPHUR SP WV 24986 1 09/16/94
00
221557226 03 11/01/94
0
221557226 O 10/01/24
0
1425277 560/560 F 222,630.65
ZZ
MORGAN ROBERT D 300 222,423.66
2
7503 COLLINS MEADE WAY 8.750 1,830.34
86
8.500 1,830.34
261,780.00
ALEXANDRIA VA 22310 1 05/23/95
04
300669868 03 07/01/95
17
300669868 O 06/01/20
0
1425278 560/560 F 227,500.00
R
MCKEE TERRENCE W 360 226,223.88
1
5 ANDREWS COURT 8.500 1,749.28
78
8.250 1,749.28
292,000.00
PARKTON MD 21120 1 09/30/94
00
450000989 05 11/01/94
0
450000989 O 10/01/24
0
1425279 560/560 F 318,650.00
BB
BREWSTER ROBERT D 360 318,180.44
1
18 WILLOWGLADE 8.625 2,478.43
90
8.375 2,478.43
354,083.00
1
DOVE CANYON CA 92679 1 04/27/95
04
450126685 03 06/01/95
30
450126685 O 05/01/25
0
1425280 560/560 F 250,000.00
ZZ
GOVE ROBERT E 360 249,720.50
1
8 GOUCHO DRIVE 9.375 2,079.37
44
9.125 2,079.37
575,000.00
ROLLING HILLS E CA 90274 6 04/24/95
00
450127154 05 06/01/95
0
450127154 O 05/01/25
0
1425281 560/560 F 140,000.00
ZZ
KILLIAN KENNETH D 360 139,925.49
1
10970 SOUTH PROSPECT 9.125 1,139.09
74
8.875 1,139.09
190,000.00
CHICAGO IL 60643 1 05/08/95
00
450130117 05 07/01/95
0
450130117 O 06/01/25
0
1425282 560/560 F 299,050.00
ZZ
VEDRA LAURA 360 298,882.34
1
16960 OBSIDIAN DRIVE 8.875 2,379.38
95
8.625 2,379.38
314,811.00
RAMONA CA 92065 1 05/12/95
04
450139464 03 07/01/95
30
450139464 O 06/01/25
0
1425283 560/560 F 100,000.00
ZZ
LOPEZ EDWARD F 360 99,940.96
1
4559 GREENFIELD ROAD 8.625 777.79
58
8.375 777.79
173,500.00
BETHLEHEM PA 18017 1 05/26/95
00
450140470 05 07/01/95
0
450140470 O 06/01/25
0
1425285 560/560 F 143,000.00
ZZ
WALDSTEIN ROSWITHA D 360 142,913.37
1
11250 SNOWLINE DRIVE 8.500 1,099.55
51
8.250 1,099.55
283,000.00
ANCHORAGE AK 99516 1 05/22/95
00
450141221 05 07/01/95
0
450141221 O 06/01/25
0
1
1425286 560/560 F 242,250.00
R
HOLLAND DAVID J 360 242,106.97
1
2563 TEDBURY CT 8.625 1,884.20
95
8.375 1,884.20
255,000.00
CENTERVILLE OH 45459 1 05/30/95
04
450141999 05 07/01/95
30
450141999 O 06/01/25
0
1425287 560/560 F 294,500.00
ZZ
BARNES SR REGINALD M 360 294,312.21
1
22696 MANOLETE DRIVE 8.250 2,212.48
95
8.000 2,212.48
310,000.00
SALINAS CA 93908 1 05/24/95
04
450142765 05 07/01/95
30
450142765 O 06/01/25
0
1425288 560/560 F 450,000.00
ZZ
CURLEY ALAN F 360 449,734.33
1
2004 BIRCHWOOD AVE 8.625 3,500.05
70
8.375 3,500.05
645,000.00
WILMETTE IL 60091 2 05/25/95
00
450143250 05 07/01/95
0
450143250 O 06/01/25
0
1425289 560/560 F 255,050.00
ZZ
BARGER ANN M 360 254,883.16
1
8 TWIN OAKS ROAD 8.125 1,893.74
95
7.875 1,893.74
268,500.00
PARSIPPANY NJ 07054 1 05/31/95
04
450143854 05 07/01/95
30
450143854 O 06/01/25
0
1425292 560/560 F 213,600.00
ZZ
NEEDLEMAN MICHAEL 360 213,600.00
1
91 MORTON STREET 8.500 1,642.40
80
8.250 1,642.40
267,000.00
RAMSEY NJ 07446 1 06/01/95
00
450145511 05 08/01/95
0
450145511 O 07/01/25
0
1425293 560/560 F 314,050.00
ZZ
RICHARDSON THOMAS M 360 313,869.32
1
1
30263 SWAN POINT 8.750 2,470.63
90
8.500 2,470.63
349,000.00
CANYON LAKE CA 92587 1 05/25/95
04
450145768 03 07/01/95
25
450145768 O 06/01/25
0
1425294 560/560 F 83,550.00
ZZ
TONEY RICHARD L 360 83,506.68
1
2060 COURAGE CIRCLE 9.250 687.35
53
9.000 687.35
158,600.00
ANCHORAGE AK 99507 1 05/23/95
00
450145925 03 07/01/95
0
450145925 O 06/01/25
0
1425295 560/560 F 324,000.00
ZZ
TUCKER PHILLIP D 360 323,798.62
1
4033 EAST LEONORA CIRCLE 8.375 2,462.63
90
8.125 2,462.63
360,000.00
MESA AZ 85205 1 05/24/95
04
450146568 03 07/01/95
25
450146568 O 06/01/25
0
1425296 560/560 F 240,000.00
ZZ
FORDON JOHN D 360 239,847.66
1
10 HAWK LANE 8.375 1,824.17
73
8.125 1,824.17
330,000.00
BASALT CO 81621 1 05/31/95
00
450146808 05 07/01/95
0
450146808 O 06/01/25
0
1425297 560/560 F 416,000.00
T
HANNA ELIAS S 360 415,747.99
1
3 NW CARMELO STREET 8.500 3,198.68
80
& SANTA LUCIA AVENUE 8.250 3,198.68
520,000.00
CARMEL CA 93921 1 05/25/95
00
450146857 05 07/01/95
0
450146857 O 06/01/25
0
1425298 560/560 F 264,100.00
ZZ
SEEBER MICHAEL J 360 263,951.94
1
150 HIGHLAND AVE 8.875 2,101.30
95
8.625 2,101.30
278,000.00
TRUCKSVILLE PA 18708 1 05/30/95
04
450146873 05 07/01/95
30
1
450146873 O 06/01/25
0
1425299 560/560 F 162,000.00
ZZ
O'CONNELL EDMUND L 360 162,000.00
1
218 HAWTHORNE STREET 8.125 1,202.85
70
7.875 1,202.85
232,000.00
SCOTCH PLAINS NJ 07076 1 06/02/95
00
450147442 05 08/01/95
0
450147442 O 07/01/25
0
1425300 560/560 F 131,200.00
ZZ
MUGNO KEVIN 360 131,200.00
1
1191 JACOB DRIVE 8.500 1,008.81
75
8.250 1,008.81
175,000.00
WANTAGH NY 11783 1 06/02/95
00
450147715 05 08/01/95
0
450147715 O 07/01/25
0
1425301 560/560 F 222,000.00
ZZ
PICCIANO STEPHEN 360 222,000.00
1
51 BUCKINGHAM DRIVE 8.750 1,746.47
88
8.500 1,746.47
253,000.00
ISLIP NY 11471 1 06/06/95
04
450148341 05 08/01/95
30
450148341 O 07/01/25
0
1425302 560/560 F 45,000.00
ZZ
ARRUDA MAUREEN E 360 45,000.00
1
185 COPLEY DRIVE 8.875 358.04
36
8.625 358.04
126,700.00
TAUNTON MA 02780 1 06/07/95
00
450149216 05 08/01/95
0
450149216 O 07/01/25
0
1425303 560/560 F 70,000.00
ZZ
MEEHAN KATHLEEN 360 70,000.00
1
11 AARON AVENUE 8.250 525.89
55
8.000 525.89
129,000.00
HOWELL NJ 07731 1 06/08/95
00
450149497 05 08/01/95
0
450149497 O 07/01/25
0
1
1425304 560/560 F 250,000.00
R
VANLANDINGHAM DANIEL L 360 250,000.00
1
10 LAKE LEAF PLACE 8.625 1,944.47
76
8.375 1,944.47
331,000.00
THE WOODLANDS TX 77381 1 06/08/95
00
450149604 03 08/01/95
0
450149604 O 07/01/25
0
1425305 560/560 F 214,000.00
R
MAXWELL ROBERT D 360 214,000.00
1
33950 N. TREELINE CT 8.375 1,626.55
79
8.125 1,626.55
271,525.00
GAGES LAKE IL 60030 1 06/08/95
00
450149638 03 08/01/95
0
450149638 O 07/01/25
0
1425306 560/560 F 165,000.00
ZZ
ADAMO SARGON 360 165,000.00
1
27 WILLIAM PLACE 8.875 1,312.81
75
8.625 1,312.81
220,000.00
GLEN ROCK NJ 07452 1 06/08/95
00
450149869 05 08/01/95
0
450149869 O 07/01/25
0
1425307 560/560 F 350,000.00
R
GOLOD EDWARD I 360 350,000.00
1
28 HARBOR HILL DRIVE 7.875 2,537.74
74
7.625 2,537.74
475,000.00
LLOYD HARBOR NY 11743 1 06/09/95
00
450150305 05 08/01/95
0
450150305 O 07/01/25
0
1425308 560/560 F 422,950.00
ZZ
TAYLOR FINLEY L 360 422,950.00
1
1100 DEVON LANE 8.250 3,177.48
90
8.000 3,177.48
470,000.00
NEWPORT BEACH CA 92660 1 06/06/95
04
450151279 05 08/01/95
25
450151279 O 07/01/25
0
1425309 560/560 F 560,000.00
ZZ
DENIO PAUL H 360 560,000.00
1
205 BRUNSWICK MILL ROAD 8.250 4,207.09
70
8.000 4,207.09
800,000.00
1
RENO NV 89511 1 06/01/95
00
450151311 05 08/01/95
0
450151311 O 07/01/25
0
1425310 560/560 F 500,000.00
ZZ
BUTLER MARVIN L 360 500,000.00
1
4863 SOUTHRIDGE AVENUE 8.375 3,800.36
63
8.125 3,800.36
805,000.00
LOS ANGELES CA 90043 1 06/06/95
00
450151428 05 08/01/95
0
450151428 O 07/01/25
0
1425311 560/560 F 259,000.00
ZZ
GILBERT DAVID C 360 259,000.00
1
811 NORTH SOUTH LAKE DRIVE 7.750 1,855.51
75
7.500 1,855.51
349,000.00
HOLLYWOOD FL 33019 1 06/13/95
00
450151683 05 08/01/95
0
450151683 O 07/01/25
0
1425312 560/560 F 282,000.00
ZZ
AZEVEDO KEVIN L 360 282,000.00
1
7980 CARMEL VALLEY ROAD 8.375 2,143.40
90
8.125 2,143.40
314,000.00
CARMEL CA 93923 1 05/30/95
10
450151881 05 08/01/95
25
450151881 O 07/01/25
0
1425313 560/560 F 192,000.00
ZZ
MOJDEHIAZAD PARVIZ 360 192,000.00
1
146 NORTH VISTA STREET 8.875 1,527.64
80
8.625 1,527.64
240,000.00
LOS ANGELES CA 90036 1 06/06/95
00
450152327 05 08/01/95
0
450152327 O 07/01/25
0
1425314 560/560 F 270,000.00
ZZ
AZOFF MICHAEL R 360 270,000.00
1
22643 SYLVAN STREET 7.875 1,957.69
75
7.625 1,957.69
360,000.00
WOODLAND HILLS CA 91367 1 06/07/95
00
450152335 05 08/01/95
0
450152335 O 07/01/25
0
1
1425315 560/560 F 244,600.00
ZZ
BOWMAN II WILLIAM S 360 244,600.00
1
2289 HILTON HEAD ROAD 7.875 1,773.52
80
7.625 1,773.52
305,780.00
CHULA VISTA CA 91915 1 06/08/95
00
450152384 03 08/01/95
0
450152384 O 07/01/25
0
1425316 560/560 F 128,000.00
ZZ
NAJIB JAMAL M 360 128,000.00
1
10741 SOUTH MEADOW LANE 8.500 984.21
72
8.250 984.21
178,000.00
PALOS HILLS IL 60465 1 06/15/95
00
450152517 05 08/01/95
0
450152517 O 07/01/25
0
1425317 560/560 F 117,500.00
ZZ
KIM DAE Y 360 117,500.00
1
1470 PROMISE LANE 9.000 945.44
71
8.750 945.44
167,500.00
WESCOSVILLE PA 18106 1 06/05/95
00
450152798 05 08/01/95
0
450152798 O 07/01/25
0
1425318 560/560 F 119,350.00
ZZ
FOX LAWRENCE H 360 119,350.00
1
212 CRYSTAL COURT 7.625 844.75
71
7.375 844.75
169,500.00
BLUE BELL PA 19422 1 06/15/95
00
450152913 03 08/01/95
0
450152913 O 07/01/25
0
1425319 560/560 F 271,700.00
ZZ
ESSEX NATHAN L 360 271,700.00
1
560 KENROSE STREET 8.500 2,089.14
95
8.250 2,089.14
286,000.00
COLLIERVILLE TN 38017 1 06/15/95
10
450153036 05 08/01/95
30
450153036 O 07/01/25
0
1425320 560/560 F 150,000.00
ZZ
CHRIST JAMES 360 150,000.00
1
1
42 BOSKO DRIVE 8.000 1,100.65
71
7.750 1,100.65
212,000.00
EAST BRUNSWICK NJ 08816 1 06/15/95
00
450153150 05 08/01/95
0
450153150 O 07/01/25
0
1425321 560/560 F 148,000.00
ZZ
GNANAPRAKASAM DANIEL C 360 148,000.00
1
1701 OLD MILL COURT 7.875 1,073.10
95
7.625 1,073.10
155,800.00
NORTH WALES PA 19454 1 06/15/95
10
450153176 03 08/01/95
30
450153176 O 07/01/25
0
1425322 560/560 F 216,000.00
ZZ
MCGINTY JOHN 360 216,000.00
1
492 B EDWARDS VILLAGE BLVD 8.000 1,584.93
90
7.750 1,584.93
240,000.00
EDWARDS CO 81620 1 06/15/95
10
450153408 03 08/01/95
25
450153408 O 07/01/25
0
1425323 560/560 F 252,900.00
ZZ
CUSHMAN JOHN L 360 252,900.00
1
LOT 2 CUSHING LANE 9.625 2,149.62
90
9.375 2,149.62
281,000.00
LUNENBURG MA 01462 1 06/16/95
14
450153556 05 08/01/95
25
450153556 O 07/01/25
0
1425325 560/560 F 125,000.00
ZZ
WEBSTER DWIGHT P 360 125,000.00
1
821 ABBEY CIRCLE 8.375 950.09
56
8.125 950.09
225,000.00
LANGHORNE PA 19047 1 06/16/95
00
450154356 05 08/01/95
0
450154356 O 07/01/25
0
1425326 560/560 F 279,000.00
ZZ
JENNIFER HELEN R 360 279,000.00
1
9873 EAST FIRE AGATE PLACE 7.750 1,998.79
88
7.500 1,998.79
319,110.00
TUCSON AZ 85749 1 06/13/95
10
450154406 03 08/01/95
25
1
450154406 O 07/01/25
0
1425327 560/560 F 324,950.00
ZZ
FARRELL EDWARD J 360 324,950.00
1
0010 CASSIDY PLACE 7.750 2,327.98
76
7.500 2,327.98
428,000.00
EDWARDS CO 81632 1 06/16/95
00
450154471 05 08/01/95
0
450154471 O 07/01/25
0
1425328 560/560 F 243,000.00
ZZ
DEEN CURTIS M 360 243,000.00
1
400 HIGHWAY 193 7.875 1,761.92
90
7.625 1,761.92
270,000.00
COLLIERVILLE TN 38017 1 06/19/95
04
450154638 05 08/01/95
30
450154638 O 07/01/25
0
1425329 560/560 F 115,000.00
ZZ
DILUCCIO LESLIE B 360 115,000.00
1
11 BIRCH LANE 7.875 833.83
62
7.625 833.83
186,000.00
VALLEY STREAM NY 11581 2 06/14/95
00
450154828 05 08/01/95
0
450154828 O 07/01/25
0
1425330 560/560 F 315,000.00
ZZ
BAKER GEORGE 360 315,000.00
2
60-62 FRANKLIN AVENUE 8.250 2,366.49
75
8.000 2,366.49
420,000.00
HARRISON NY 10528 1 06/19/95
00
450154893 05 08/01/95
0
450154893 O 07/01/25
0
1425331 560/560 F 247,000.00
ZZ
TAYLOR CHRISTOPHR 360 247,000.00
1
859 MAPLE STREET 7.500 1,727.06
95
7.250 1,727.06
260,000.00
PACIFIC GROVE CA 93950 1 06/02/95
04
450155205 05 08/01/95
25
450155205 O 07/01/25
0
1
1425332 560/560 F 132,400.00
ZZ
ROSSI KIM E 360 132,400.00
1
16 FISHER LANE 8.625 1,029.79
73
8.375 1,029.79
182,400.00
TIJERAS NM 87059 1 06/20/95
00
450155841 05 08/01/95
0
450155841 O 07/01/25
0
1425333 560/560 F 280,000.00
ZZ
GHERALDI JEFFREY 360 280,000.00
1
5 NORMANDY COURT 7.625 1,981.82
73
7.375 1,981.82
387,000.00
MANALAPAN NJ 07726 1 06/21/95
00
450156039 05 08/01/95
0
450156039 O 07/01/25
0
1425334 560/560 F 400,700.00
ZZ
GOZDZIK ISAAC N 360 400,700.00
1
211 S FORMOSA AVENUE 8.250 3,010.33
61
8.000 3,010.33
660,000.00
LOS ANGELES CA 90036 2 06/21/95
00
450156450 05 08/01/95
0
450156450 O 07/01/25
0
1425335 560/560 F 203,000.00
ZZ
MESZAROS NICOLAS J 360 203,000.00
1
5951 NORTH WEST 62 TERRACE 8.375 1,542.95
74
8.125 1,542.95
277,891.00
PARKLAND FL 33067 4 06/22/95
00
450156765 05 08/01/95
0
450156765 O 07/01/25
0
1425336 560/560 F 229,500.00
ZZ
CERILLI PETER J 360 229,500.00
1
20 BRENTONWOOD AVENUE 8.625 1,785.03
85
8.375 1,785.03
270,000.00
BARRINGTON RI 02806 1 06/23/95
04
450157722 05 08/01/95
12
450157722 O 07/01/25
0
1425337 560/560 F 270,000.00
ZZ
SCHEEL ELIZABETHA 360 270,000.00
1
53 FOREST ROAD 8.500 2,076.07
90
8.250 2,076.07
300,000.00
1
GLEN ROCK NJ 07452 1 06/23/95
04
450158316 05 08/01/95
25
450158316 O 07/01/25
0
1425338 560/560 F 256,000.00
ZZ
SEPETER ROBERT V 360 256,000.00
1
PARCEL C MILLET HIGHWAY 8.625 1,991.14
80
8.375 1,991.14
320,000.00
GRAND LEDGE MI 48837 1 06/23/95
00
450158944 05 08/01/95
0
450158944 O 07/01/25
0
1425339 560/560 F 241,400.00
ZZ
AYER RODNEY R 360 241,400.00
1
26 NICKLAUS LANE 8.750 1,899.09
90
8.500 1,899.09
268,250.00
HOWELL NJ 07727 1 06/29/95
04
450162045 05 08/01/95
25
450162045 O 07/01/25
0
1425340 560/560 F 254,600.00
ZZ
LINSTRA JR GARRY 360 254,600.00
1
HC67 SILVER LAKE RD 9.000 2,048.57
95
BOX 70 8.750 2,048.57
268,000.00
DINGMANS FERRY PA 18328 1 06/30/95
10
450163415 05 08/01/95
30
450163415 O 07/01/25
0
1425351 201/201 F 133,000.00
ZZ
SITARAS GEORGE 360 133,000.00
2
153 CENTRAL AVENUE 8.875 1,058.21
70
COUNTY OF BERGEN 8.625 1,058.21
190,000.00
BOROUGH OF BOGO NJ 07603 1 06/23/95
00
1300815899 05 08/01/95
0
1300815899 O 07/01/25
0
1425352 180/728 F 469,000.00
ZZ
SINGH HARPAL 360 469,000.00
1
13528 POTOMAC RIDING LANE 8.375 3,564.74
67
8.125 3,564.74
700,000.00
ROCKVILLE MD 20850 1 06/16/95
00
0380144759 03 08/01/95
0
3393824 O 07/01/25
0
1
1425384 A02/728 F 308,000.00
ZZ
MCCORMICK MICHAEL 360 308,000.00
1
4020 TERRAMERE 8.375 2,341.02
80
8.125 2,341.02
385,000.00
ARLINGTON HEIGH IL 60004 1 06/29/95
00
0380145095 05 08/01/95
0
109822 O 07/01/25
0
1425398 608/728 F 336,000.00
ZZ
KILCOYNE JAMES P 360 336,000.00
1
222 HEDGEMERE DRIVE 7.500 2,349.36
80
7.250 2,349.36
420,000.00
DEVON PA 19333 1 06/26/95
00
0380145806 05 08/01/95
0
50011345 O 07/01/25
0
1425428 696/728 F 274,400.00
ZZ
HOCKEY LAUREL A 360 274,400.00
1
1815 N ADAMS STREET 7.500 1,918.64
80
7.250 1,918.64
343,000.00
ARLINGTON VA 22201 1 06/28/95
00
0380144205 05 08/01/95
0
7020493 O 07/01/25
0
1425462 560/560 F 212,000.00
ZZ
JACOB KARL R 360 211,100.54
1
9 CHANDLER ROAD 9.875 1,840.90
88
9.625 1,840.90
240,938.00
SANDWICH MA 02563 1 11/15/94
04
450029392 05 01/01/95
17
450029392 O 12/01/24
0
1431181 696/728 F 284,000.00
ZZ
JULIUS BRIAN E 360 284,000.00
1
4400 DAVENPORT STREET NW 7.875 2,059.20
80
7.625 2,059.20
355,000.00
WASHINGTON DC DC 20016 1 06/28/95
00
0380144635 05 08/01/95
0
7020431 O 07/01/25
0
1431274 696/728 F 220,000.00
ZZ
FERREIRA DOMINIC 360 220,000.00
1
1
5837 BOOTHE DRIVE 8.375 1,672.16
80
8.125 1,672.16
275,000.00
BURKE VA 22015 1 06/30/95
00
0380145152 03 08/01/95
0
5140668 O 07/01/25
0
1431326 232/232 F 234,750.00
ZZ
SCHUSTER GARY M 348 234,429.18
1
16399 NORTH SHORE ROAD 8.375 1,798.21
65
8.125 1,798.21
365,800.00
LEAVENWORTH WA 98826 1 03/16/95
00
0670448 05 06/01/95
0
0670448 O 05/01/24
0
1431328 363/728 F 211,500.00
ZZ
BYRNES LISA 360 211,500.00
1
15006 SOUTH 24TH PLACE 8.250 1,588.93
90
8.000 1,588.93
235,000.00
PHOENIX AZ 85048 1 06/16/95
11
0380145210 03 08/01/95
25
8714218504 O 07/01/25
0
1431343 306/728 F 101,250.00
ZZ
FARNHAM SCOTT T 360 101,250.00
1
7585 HALLEYSDRIVE 8.250 760.66
75
8.000 760.66
135,000.00
LITTLETON CO 80125 1 06/23/95
00
0380145616 03 08/01/95
0
2274181 O 07/01/25
0
1431388 561/728 F 87,000.00
ZZ
BAUMANN JOSEPH 360 87,000.00
1
2200 PLAINFIELD AVENUE 9.250 715.73
75
9.000 715.73
116,000.00
PISCATAWAY NJ 08854 1 06/14/95
00
0380145780 05 08/01/95
0
8551566 O 07/01/25
0
1431398 696/728 F 402,400.00
ZZ
HOLT JAMES S 360 402,400.00
1
4787 WILLIAMSBURG BOULEVARD 8.375 3,058.53
80
8.125 3,058.53
503,000.00
ARLINGTON VA 22207 2 06/28/95
00
0380145459 05 08/01/95
0
1
1055000 O 07/01/25
0
TOTAL NUMBER OF LOANS : 733
TOTAL ORIGINAL BALANCE : 230,884,516.34
TOTAL PRINCIPAL BALANCE : 230,710,285.52
TOTAL ORIGINAL P+I : 1,774,893.60
TOTAL CURRENT P+I : 1,774,893.60
***************************
* END OF REPORT *
***************************
RUN ON : 07/18/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.01.03 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S10
CUTOFF : 07/01/95
POOL : 0004174
:
:
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
-----------------------------------------------------------------
--------------
1390862 .1700
253,595.62 .0300
9.1250 .0000
8.9550 .0000
8.9250 .0000
8.9250 .0000
1404442 .2500
125,875.55 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
9.1700 .0000
1405183 .2500
249,870.39 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1406025 .2500
49,925.62 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
9.2200 .0000
1406919 .2500
178,399.93 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1415079 .2500
207,805.11 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
9.4700 .0000
1
1415306 .2500
202,993.96 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
9.0950 .0000
1415475 .2500
606,013.89 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
8.3200 .0000
1415486 .3750
226,419.66 .0800
8.7500 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1415504 .2500
512,727.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.8450 .0000
1415706 .2500
399,538.06 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1415730 .2500
493,223.33 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1415756 .2500
280,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1415760 .2500
499,189.53 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1
1415853 .2500
136,075.64 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.7200 .0000
1417013 .2500
309,835.03 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.8450 .0000
1417053 .2500
331,259.41 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
9.2950 .0000
1417056 .2500
249,663.11 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1417095 .2500
40,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1417160 .2500
171,910.82 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1417165 .2500
323,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1417179 .2500
251,839.31 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1417316 .2500
176,500.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1417336 .2500
279,847.05 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.7200 .0000
1417364 .2500
499,724.03 .0800
8.9500 .0000
8.7000 .0000
8.6200 .0000
8.6200 .0000
1417408 .2500
249,848.55 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1417635 .2500
231,873.28 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.7200 .0000
1417643 .7500
63,716.07 .0800
9.1250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1417768 .2500
673,851.92 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1417942 .1250
539,350.11 .0800
8.5500 .0000
8.4250 .0000
8.3450 .0000
8.3450 .0000
1
1418052 .2500
171,750.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1418073 .2500
646,743.57 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
9.0950 .0000
1418138 .2500
114,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1418219 .2500
502,745.99 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
9.0950 .0000
1418269 .2500
400,743.24 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
9.0950 .0000
1418347 .2500
254,100.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1418373 .2500
323,808.71 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1418453 .2500
69,300.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1
1418458 .2500
235,754.35 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1418469 .2500
243,859.62 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1418472 .2500
436,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1418536 .2500
699,271.41 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1418543 .2500
98,193.48 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1418547 .2500
227,062.36 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1418612 .2500
135,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1418613 .2500
143,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1418789 .2500
916,966.88 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1418799 .2500
202,880.14 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1418901 .2500
220,378.29 .0800
8.9500 .0000
8.7000 .0000
8.6200 .0000
8.6200 .0000
1418942 .2500
270,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1418993 .2500
224,608.80 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1419171 .2500
215,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1419191 .2500
259,592.50 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.9200 .0000
1419252 .2500
285,676.22 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1
1419258 .2500
240,964.84 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1419270 .2500
250,717.52 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1419292 .2500
399,763.84 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1419302 .2500
259,942.42 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1419308 .2500
261,760.62 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.7950 .0000
1419391 .2500
228,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1419748 .2500
304,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1419787 .2500
425,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1
1419791 .2500
311,833.97 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.7950 .0000
1419854 .2500
114,940.38 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1419910 .2500
500,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1419941 .2500
650,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1419952 .2500
345,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1420000 .2500
275,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1420008 .2500
948,750.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1420087 .2500
207,889.31 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.8450 .0000
1
1420174 .2500
62,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420191 .2500
105,345.36 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1420249 .2500
259,650.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1420263 .2500
213,870.35 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420290 .2500
213,520.57 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420300 .2500
230,700.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420307 .2500
228,567.15 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.7950 .0000
1420331 .2500
831,495.96 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1
1420360 .2500
615,288.61 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1420362 .2500
624,259.35 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1420386 .2500
262,416.01 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.6700 .0000
1420393 .2500
599,324.77 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1420397 .2500
580,636.79 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420400 .2500
579,330.16 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1420404 .2500
527,703.99 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1420420 .2500
342,681.78 .0800
8.4500 .0000
8.2000 .0000
8.1200 .0000
8.1200 .0000
1
1420442 .2500
717,147.85 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
9.4200 .0000
1420502 .2500
304,638.56 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1420505 .2500
235,560.83 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1420568 .2500
260,845.90 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1420574 .2500
208,876.61 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1420608 .1250
210,900.00 .0800
8.0000 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420616 .2500
189,884.89 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420690 .2500
300,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1
1420710 .2500
297,450.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420717 .2500
109,825.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.6700 .0000
1420719 .2500
108,437.58 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1420723 .2500
89,950.07 .0800
8.9250 .0000
8.6750 .0000
8.5950 .0000
8.5950 .0000
1420724 .2500
64,964.12 .0800
8.9500 .0000
8.7000 .0000
8.6200 .0000
8.6200 .0000
1420725 .2500
74,955.03 .0800
8.5500 .0000
8.3000 .0000
8.2200 .0000
8.2200 .0000
1420732 .2500
24,926.13 .0800
8.5500 .0000
8.3000 .0000
8.2200 .0000
8.2200 .0000
1420734 .2500
88,446.39 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1
1420735 .2500
203,391.70 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.7950 .0000
1420736 .2500
83,952.90 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1420737 .2500
69,708.61 .0800
8.6000 .0000
8.3500 .0000
8.2700 .0000
8.2700 .0000
1420743 .2500
249,853.91 .0800
8.6750 .0000
8.4250 .0000
8.3450 .0000
8.3450 .0000
1420744 .2500
119,872.72 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1420748 .2500
97,142.61 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1420749 .2500
148,915.91 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1420756 .2500
247,500.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1420854 .2500
217,860.98 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1420864 .2500
214,596.28 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1420866 .1250
247,034.71 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1420873 .2500
218,267.69 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420899 .2500
406,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1420908 .2500
246,487.68 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420919 .2500
749,133.85 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1420927 .2500
259,450.89 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1
1420962 .2500
249,863.44 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.7200 .0000
1420979 .2500
230,260.42 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1420987 .2500
114,928.51 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1420991 .1250
297,207.77 .0800
7.8750 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1420996 .1250
278,792.03 .0800
7.8750 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1420998 .2500
499,476.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1421003 .2500
278,835.28 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.2950 .0000
1421081 .2500
314,466.27 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1
1421098 .2500
244,800.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1421123 .2500
216,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1421133 .2500
535,917.84 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1421135 .2500
352,419.09 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1421144 .2500
268,669.34 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1421145 .2500
263,561.88 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1421147 .2500
257,580.08 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1421152 .2500
309,053.23 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1
1421155 .2500
409,322.37 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.1700 .0000
1421226 .2500
319,679.78 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.8450 .0000
1421258 .2500
296,815.40 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1421309 .2500
328,800.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1421363 .2500
649,626.02 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1421407 .2500
249,836.47 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1421477 .2500
249,746.53 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
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1421479 .2500
367,552.56 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1
1421481 .2500
202,721.01 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1421484 .2500
168,874.57 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1421505 .2500
226,807.04 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.4200 .0000
1421508 .2500
239,917.73 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1421509 .2500
435,729.01 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
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7.9300 .0000
7.8500 .0000
7.8500 .0000
1425191 .3200
233,856.96 .0800
8.0000 .0000
7.6800 .0000
7.6000 .0000
7.6000 .0000
1425192 .3200
282,238.44 .0800
8.0000 .0000
7.6800 .0000
7.6000 .0000
7.6000 .0000
1425193 .3200
224,712.05 .0800
8.2500 .0000
7.9300 .0000
7.8500 .0000
7.8500 .0000
1425194 .3200
221,750.78 .0800
8.7500 .0000
8.4300 .0000
8.3500 .0000
8.3500 .0000
1425195 .3200
334,730.93 .0800
8.6250 .0000
8.3050 .0000
8.2250 .0000
8.2250 .0000
1
1425196 .3200
249,696.02 .0800
8.5000 .0000
8.1800 .0000
8.1000 .0000
8.1000 .0000
1425197 .3200
235,000.00 .0800
7.7000 .0000
7.3800 .0000
7.3000 .0000
7.3000 .0000
1425198 .3200
245,603.25 .0800
8.0000 .0000
7.6800 .0000
7.6000 .0000
7.6000 .0000
1425248 .2500
289,736.00 .0800
8.6900 .0000
8.4400 .0000
8.3600 .0000
8.3600 .0000
1425275 .2500
205,719.68 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1425276 .2500
298,139.33 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1425277 .2500
222,423.66 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1425278 .2500
226,223.88 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1
1425279 .2500
318,180.44 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1425280 .2500
249,720.50 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
9.0950 .0000
1425281 .2500
139,925.49 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.8450 .0000
1425282 .2500
298,882.34 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1425283 .2500
99,940.96 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1425285 .2500
142,913.37 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1425286 .2500
242,106.97 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1425287 .2500
294,312.21 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1425288 .2500
449,734.33 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1425289 .2500
254,883.16 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1425292 .2500
213,600.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1425293 .2500
313,869.32 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1425294 .2500
83,506.68 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1425295 .2500
323,798.62 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425296 .2500
239,847.66 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425297 .2500
415,747.99 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1
1425298 .2500
263,951.94 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1425299 .2500
162,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1425300 .2500
131,200.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1425301 .2500
222,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1425302 .2500
45,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1425303 .2500
70,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1425304 .2500
250,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1425305 .2500
214,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1
1425306 .2500
165,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1425307 .2500
350,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1425308 .2500
422,950.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1425309 .2500
560,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1425310 .2500
500,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425311 .2500
259,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1425312 .2500
282,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425313 .2500
192,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.5950 .0000
1
1425314 .2500
270,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1425315 .2500
244,600.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1425316 .2500
128,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1425317 .2500
117,500.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.7200 .0000
1425318 .2500
119,350.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1425319 .2500
271,700.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1425320 .2500
150,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1425321 .2500
148,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1
1425322 .2500
216,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1425323 .2500
252,900.00 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
9.3450 .0000
1425325 .2500
125,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425326 .2500
279,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1425327 .2500
324,950.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1425328 .2500
243,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1425329 .2500
115,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1425330 .2500
315,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1425331 .2500
247,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1425332 .2500
132,400.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1425333 .2500
280,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.3450 .0000
1425334 .2500
400,700.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1425335 .2500
203,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425336 .2500
229,500.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1425337 .2500
270,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.2200 .0000
1425338 .2500
256,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.3450 .0000
1
1425339 .2500
241,400.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.4700 .0000
1425340 .2500
254,600.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.7200 .0000
1425351 .2500
133,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.5450 .0000
1425352 .2500
469,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425384 .2500
308,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1425398 .2500
336,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1425428 .2500
274,400.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1425462 .2500
211,100.54 .0300
9.8750 .0000
9.6250 .0000
9.5950 .0000
9.5950 .0000
1
1431181 .2500
284,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1431274 .2500
220,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
1431326 .2500
234,429.18 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0450 .0000
1431328 .2500
211,500.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1431343 .2500
101,250.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1431388 .2500
87,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.9700 .0000
1431398 .2500
402,400.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0950 .0000
TOTAL NUMBER OF LOANS: 733
TOTAL BALANCE........: 230,710,285.52
RUN ON : 07/18/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 15.01.03 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S10 FIXED SUMMARY REPORT
CUTOFF : 07/01/95
POOL : 0004174
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
-----------------------------------------------------------------
--------------
ORIG RATE 8.4818 7.5000
10.1250
RFC NET RATE 8.2360 7.2500
9.8750
NET MTG RATE(INVSTR RATE) 8.1754 7.1700
9.7950
POST STRIP RATE 8.1754 7.1700
9.7950
SUB SERV FEE .2458 .1250
.8750
MSTR SERV FEE .0606 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .0000 .0000
.0000
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 733
TOTAL BALANCE........: 230,710,285.52
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented
or otherwise modified from
time to time, this "Contract") is made this _________ day of
_______, 19____, by and between
Residential Funding Corporation, its successors and assigns
("Residential Funding") and
_____________________ (the "Seller/Servicer," and, together with
Residential Funding, the
"parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or
service Loans for, Residential
Funding, and Residential Funding desires to purchase Loans from
the Seller/Servicer and/or have
the Seller/Servicer service various of its Loans, pursuant to the
terms of this Contract and the
Residential Funding Seller and Servicer Guides incorporated
herein by reference, as amended,
supplemented or otherwise modified, from time to time (together,
the "Guides").
NOW, THEREFORE, in consideration of the premises, and the
terms, conditions and agreements
set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read
the Guides. All provisions of
the Guides are incorporated by reference into and made a part of
this Contract, and shall be
binding upon the parties; provided, however, that the
Seller/Servicer shall be entitled to sell
Loans to and/or service Loans for Residential Funding only if and
for so long as it shall have
been authorized to do so by Residential Funding in writing.
Specific reference in this Contract
to particular provisions of the Guides and not to other
provisions does not mean that those
provisions of the Guides not specifically cited in this Contract
are not applicable. All terms
used herein shall have the same meanings as such terms have in
the Guides, unless the context
clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no
provision of this Contract may be
waived or amended except in writing signed by the party against
whom enforcement is sought.
Such a written waiver or amendment must expressly reference this
Contract. However, by their
terms, the Guides may be amended or supplemented by Residential
Funding from time to time. Any
such amendment(s) to the Guides shall be binding upon the parties
hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each
represents and warrants to the other
that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and
in good standing under the
laws of its jurisdiction of organization, is
qualified, if necessary, to do
business and in good standing in each jurisdiction in
which it is required to be
so qualified, and has the requisite power and
authority to enter into this
Contract and all other agreements which are
contemplated by this Contract and to
carry out its obligations hereunder and under the
Guides and under such other agreements.
(2) This Contract has been duly authorized, executed and
delivered by each party and
constitutes a valid and legally binding agreement of
each party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no
basis therefor is known to either party, that could
affect the validity or
prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation
under this Contract is
concerned, neither party is in violation of any
charter, articles of
incorporation, bylaws, mortgage, indenture,
indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation
and none of the foregoing
adversely affects its capacity to fulfill any of its
obligations under this
Contract. Its execution of, and performance pursuant
to, this Contract will not
result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and
covenants made by the
Seller/Servicer pursuant to subparagraph (a) of this
paragraph 3, the Seller/Servicer
makes the representations, warranties and covenants set
forth in the Guides and, upon
request, agrees to deliver to Residential Funding the
certified Resolution of Board of
Directors which authorizes the execution and delivery of
this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default
shall occur, Residential
Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is
acting as an agent of Residential
Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior
Seller Contracts or Servicer
Contracts between the parties except that any subservicing
agreement executed by the
Seller/Servicer in connection with any loan-security exchange
transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or
in part, by the Seller/Servicer
without the prior written consent of Residential Funding.
Residential Funding may sell, assign,
convey, hypothecate, pledge or in any other way transfer, in
whole or in part, without
restriction, its rights under this Contract and the Guides with
respect to any Commitment or
Loan.
8. Notices.
All notices, requests, demands or other communications that are
to be given under this
Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or
by overnight courier or by United States mail, postage prepaid,
to the addresses and
telefacsimile numbers specified below. However, another name,
address and/or telefacsimile
number may be substituted by the Seller/Servicer pursuant to the
requirements of this paragraph
8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the
appropriate address or telefacsimile
number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of
any state or federal court
located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend
any right under this Contract or otherwise arising from any loan
sale or servicing relationship
existing in connection with this Contract, and each of the
parties irrevocably agrees that all
claims in respect of any such action or proceeding may be heard
or determined in such state or
federal court. Each of the parties irrevocably waives the
defense of an inconvenient forum to
the maintenance of any such action or proceeding and any other
substantive or procedural rights
or remedies it may have with respect to the maintenance of any
such action or proceeding in any
such forum. Each of the parties agrees that a final judgment in
any such action or proceeding
shall be conclusive and may be enforced in any other jurisdiction
by suit on the judgment or in
any other manner provided by law. Each of the parties further
agrees not to institute any legal
actions or proceedings against the other party or any director,
officer, employee, attorney,
agent or property of the other party, arising out of or relating
to this Contract in any court
other than as hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by
reference herein, constitutes the
entire understanding between the parties hereto and supersedes
all other agreements, covenants,
representations, warranties, understandings and communications
between the parties, whether
written or oral, with respect to the transactions contemplated by
this Contract. All paragraph
headings contained herein are for convenience only and shall not
be construed as part of this
Contract. Any provision of this Contract that is prohibited or
unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or
unenforceability without invalidating the remaining portions
hereof or affecting the validity or
enforceability of such provision in any other jurisdiction, and,
to this end, the provisions
hereof are severable. This Contract shall be governed by, and
construed and enforced in
accordance with, applicable federal laws and the laws of the
State of Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential
Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage
Loans held by you for the referenced pool, we request the release
of the Mortgage Loan File described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid
in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in
connection with such payments which are required to be deposited
have been or will be so deposited as provided in the Pooling
and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check
off documents being enclosed with a copy of this form. You
should retain this form for your files in accordance with the
terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed
of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the
Mortgage Pass-Through Certificates, Series 1995-S10, 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. The Purchaser is not an employee benefit plan or other
plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the
"Code"), or an investment manager, named fiduciary or a trustee
of any such plan, or any other
Person acting, directly or indirectly, on behalf of or purchasing
any Certificate with "plan
assets" of any such plan.
6. That the Owner is aware that the Trustee will not
register the transfer of any
Class [R-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.
7. 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.
8. That the Owner consents to any additional restrictions
or arrangements that shall
be deemed necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that
the Class [R-I] [R-II] Certificates will only be owned, directly
or indirectly, by an Owner that
is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is
______________.
10. This affidavit and agreement relates only to the
Class [R-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.
11. 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.
12. That the Owner has no present knowledge or
expectation that it will be unable to
pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the
benefit of the person from whom it
acquired the Class [R-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.
13. That the Owner has no present knowledge or
expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class [R-I]
[R-II] Certificates remain outstanding.
14. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or
any political subdivision thereof, or an estate or trust whose
income from sources without the United States is includible in
gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or
business within the United States.
IN WITNESS WHEREOF, the Owner has caused this instrument
to be executed on its behalf,
pursuant to the authority of its Board of Directors, by its
[Title of Officer] and its corporate
seal to be hereunto attached, attested by its [Assistant]
Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who
executed the foregoing instrument and to be the [Title of
Officer] of the Owner, and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
Re: Mortgage Pass-Through Certificates,
Series 1995-S10, 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-S10, 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 July
1, 1995 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"),
Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee (the
"Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth
in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser
has delivered to the Trustee and the Master Servicer a transfer
affidavit and agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any representation contained therein is
false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition
of the Purchaser as contemplated by Treasury
Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found
no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The
Seller understands that the transfer of a Class [R-I] [R-II]
Certificate may not be respected for United States income tax
purposes (and the Seller may continue to be liable for United
States income taxes associated therewith) unless the Seller has
conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
RE: Mortgage Pass-Through Certificates,
Series 1995-S10, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser")
intends to purchase from
___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1995-S10, Class __ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of July 1, 1995
among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master
servicer, and Bankers Trust Company, as trustee (the "Trustee").
All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The
Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a)
the Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended (the
"Act") or any state securities law, (b) the Company
is not required to so register or qualify the Certificates, (c)
the Certificates may be resold only if registered and qualified
pursuant to the provisions of the Act or any state securities
law, or if an exemption from such registration and qualification
is available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear
a legend to the foregoing effect.
2. The Purchaser is acquiring the
Certificates for its own account for investment only and not with
a view to or for sale in connection with any distribution thereof
in any manner that would violate the Act or any applicable state
securities laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters, and, in particular,
in such matters related to securities similar to the
Certificates, such that it is capable of
evaluating the merits and risks of investment in
the Certificates,
(b) able to bear the economic risks of such
an investment and (c) an "accredited investor" within the meaning
of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished
with, and has had an opportunity to review (a) [a copy of the
Private Placement Memorandum, dated ___________________, 19__,
relating to the Certificates (b)] a copy of the Pooling and
Servicing Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans
and the Company as has been requested by the Purchaser from the
Company or the Seller and is relevant to the Purchaser's decision
to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Company or
the Seller to the satisfaction of the Purchaser.
[If the Purchaser did not purchase the Certificates from the
Seller in connection with the initial distribution of the
Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum") relating to the
original sale (the "Original Sale") of the Certificates
by the Company, the Purchaser acknowledges that such Memorandum
was provided to it by the Seller, that the Memorandum was
prepared by the Company solely for use in
connection with the Original Sale and the Company did not
participate in or facilitate in any way the purchase of the
Certificates by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not to the
Company with respect to any damage, liability, claim
or expense arising out of, resulting from or in connection with
(a) error or omission, or alleged error or omission,
contained in the Memorandum, or (b) any information, development
or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not
nor has it authorized or will it authorize any person to (a)
offer, pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any
other similar security to any person in any manner, (b) solicit
any offer to buy or to accept a pledge, disposition of
other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any
manner, (d) make any general solicitation by means of general
advertising or in any other manner or (e)take any other action,
that (as to any of (a) through (e) above) would
constitute a distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law,
or that would require registration or qualification pursuant
thereto. The Purchaser will not sell or otherwise
transfer any of the Certificates, except in compliance with the
provisions of the Pooling and Servicing Agreement.
6. The Purchaser is not an employee
benefit or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an
investment manager, a named fiduciary or a trustee of any
such plan, or any other person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any
such plan, and understands that registration of transfer of any
Certificate to any such plan, or to any person acting on behalf
of or purchasing any Certificate with "plan assets"
of any such plan, may not be made unless such plan or person
delivers an opinion of its counsel, addressed and
satisfactory to the Trustee, the Company and the Master Servicer,
to the effect that the purchase and holding of a Certificate by,
on behalf of, or with "plan assets" of any such plan is
permissible under applicable law, will not constitute or
result in any non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code, and will not
subject the Company, the Master Servicer or the Trustee to any
obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
7. The Purchaser is not a non-United
States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
Re: Mortgage Pass-Through Certificates,
Series 1995-S10, Class B-
Ladies and Gentlemen:
In connection with the sale by (the
"Seller") to
(the "Purchaser") of $ Initial Certificate
Principal Balance of Mortgage Pass-
Through Certificates, Series 1995-S10, Class (the
"Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of July 1,
1995 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"),
Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its
behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any
Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) has solicited any
offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any
interest in any Certificate or any other similar security from
any person in any manner, (c) has
otherwise approached or negotiated with respect to any
Certificate, any interest in any
Certificate or any other similar security with any person in any
manner, (d) has made any
general solicitation by means of general advertising or in any
other manner, or (e) has taken
any other action, that (as to any of (a) through (e) above) would
constitute a distribution of
the Certificates under the Securities Act of 1933 (the "Act"),
that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that
would require registration or qualification pursuant thereto.
The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any
Certificate. The Seller has not
and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder
(the "Seller"), intends to transfer the Rule 144A Securities
described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in
accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the
Seller hereby certifies the
following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A
Securities or any other similar security to, or solicited any
offer to buy or accept a transfer,
pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A
Securities or any other similar security from, or otherwise
approached or negotiated with
respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other
similar security with, any person in any manner, or made any
general solicitation by means of
general advertising or in any other manner, or taken any other
action, that would constitute a
distribution of the Rule 144A Securities under the Securities Act
of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A
Securities a violation of Section 5
of the 1933 Act or require registration pursuant thereto, and
that the Seller has not offered
the Rule 144A Securities to any person other than the Buyer or
another "qualified institutional
buyer" as defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling
and Servicing Agreement (the
"Agreement"), dated as of July 1, 1995 among Residential Funding
Corporation as Master Servicer,
Residential Funding Mortgage Securities I, Inc. as depositor
pursuant to Section 5.02 of the
Agreement and Bankers Trust Company 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, or will it act, nor has it
authorized or will it authorize any person to act, in
such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the 1933 Act
and has completed either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is acquiring the Rule 144A Securities
for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities
may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale,
pledge or transfer is being made in reliance on Rule 144A, or
(ii) pursuant to another exemption from registration under
the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller,
the Trustee, Master Servicer and the Company that either (1) the
Buyer is (A) not an employee
benefit plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act
of 1974, as amended ("ERISA")), or a plan (within the meaning of
Section 4975(e)(1) of the
Internal Revenue Code of 1986 ("Code")), which (in either case)
is subject to ERISA or Section
4975 of the Code (both a "Plan"), and (B) is not directly or
indirectly purchasing the Rule 144A
Securities on behalf of, as investment manager of, as named
fiduciary of, as trustee of, or with
"plan assets" of a Plan, or (2) the Buyer understands that
registration of transfer of any Rule
144A Securities to any Plan, or to any Person acting on behalf of
or purchasing any Certificate
with "plan assets of any Plan, will not be made unless such Plan
or Person delivers an opinion
of its counsel, addressed and satisfactory to the Trustee, the
Company and the Master Servicer,
to the effect that the purchase and holding of the Rule 144A
Securities by, on behalf of or with
"plan assets" of such 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.]
4. This document may be executed in one or more
counterparts and by the
different parties hereto on separate counterparts, each of which,
when so executed, shall be
deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has
executed this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is
a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933 ("Rule 144A")
because (i) the Buyer owned and/or invested on a discretionary
basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than
a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or
charitable organization described in Section 501(c)(3) of the
Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws
of any State, territory or the District of Columbia, the
business of which is
substantially confined to banking and is supervised by the
State or territorial banking
commission or similar official or is a foreign bank or
equivalent institution, and (b)
has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan
association, cooperative bank, homestead association or
similar institution, which is
supervised and examined by a State or Federal authority
having supervision over any
such institutions or is a foreign savings and loan
association or equivalent
institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in
its latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the
Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant
business activity is the writing of insurance or the
reinsuring of risks underwritten
by insurance companies and which is subject to supervision
by the insurance
commissioner or a similar official or agency of a State or
territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined
in Section 202(a)(22) of the Investment Advisers Act of
1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a
bank or trust company and
whose participants are exclusively (a) plans established
and maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees, or (b)
employee benefit plans within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974, but is
not a trust fund that includes as participants individual
retirement accounts or H.R.
10 plans.
3. The term "securities" as used herein does not
include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii)
bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity
swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used
the cost of such securities to
the Buyer and did not include any of the securities referred to
in the preceding paragraph.
Further, in determining such aggregate amount, the Buyer may have
included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are
consolidated with the Buyer in
its financial statements prepared in accordance with generally
accepted accounting principles
and if the investments of such subsidiaries are managed under the
Buyer's direction. However,
such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of
another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange
Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule 144A and understands that
the seller to it and other parties related to the Certificates
are relying and will continue to
rely on the statements made herein because one or more sales to
the Buyer may be in reliance on
Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no",
the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for
the account of a third party
(including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the
account of a third party that at the time is a "qualified
institutional buyer" within the
meaning of Rule 144A. In addition, the Buyer agrees that the
Buyer will not purchase securities
for a third party unless the Buyer has obtained a current
representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A
to conclude that such third
party independently meets the definition of "qualified
institutional buyer" set forth in Rule
144A.
7. The Buyer will notify each of the parties to which
this certification is made
of any changes in the information and conclusions herein. Until
such notice is given, the
Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification
as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A
Investment Representation to which this Certification is
attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or
Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is
part of a Family of Investment Companies (as defined below), is
such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional
buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered
under the Investment Company Act of 1940, and (ii) as marked
below, the Buyer alone, or the
Buyer's Family of Investment Companies, owned at least
$100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year.
For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family
of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded
securities referred to below) as of the end of the
Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment
Companies which owned in the aggregate $______________ in
securities (other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used
herein means two or more
registered investment companies (or series thereof) that have the
same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the
same parent or because one investment adviser is a majority owned
subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of
issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment
Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv)
repurchase agreements, (v) securities owned but subject to a
repurchase agreement and (vi)
currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands
that each of the parties
to which this certification is made are relying and will continue
to rely on the statements made
herein because one or more sales to the Buyer will be in reliance
on Rule 144A. In addition,
the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to
which this certification is
made of any changes in the information and conclusions herein.
Until such notice, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification by the
undersigned as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a)
Subject to subsection (c) below, prior to the later of the third
Business Day prior to each
Distribution Date or the related Determination Date, the Master
Servicer shall determine whether
it or any Subservicer will be entitled to any reimbursement
pursuant to Section 4.02(a) on such
Distribution Date for Advances or Subservicer Advances previously
made, (which will not be
Advances or Subservicer Advances that were made with respect to
delinquencies which were
subsequently determined to be Excess Special Hazard Losses,
Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment
from Residential Funding of an amount equal to the amount of any
Advances or Subservicer
Advances reimbursed pursuant to Section 4.02(a), to the extent
such Advances or Subservicer
Advances have not been included in the amount of the Realized
Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders
in the same manner as if such
amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later
of the third Business Day
prior to each Distribution Date or the related Determination
Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses)
will be allocated to the Class
B Certificates on such Distribution Date pursuant to Section
4.05, and, if so, the Master
Servicer shall demand payment from Residential Funding of the
amount of such Realized Loss and
shall distribute the same to the Class B Certificateholders in
the same manner as if such amount
were to be distributed pursuant to Section 4.02(a); provided,
however, that the amount of such
demand in respect of any Distribution Date shall in no event be
greater than the sum of (i) the
additional amount of Accrued Certificate Interest that would have
been paid for the Class B
Certificateholders on such Distribution Date had such Realized
Loss or Losses not occurred plus
(ii) the amount of the reduction in the Certificate Principal
Balances of the Class B
Certificates on such Distribution Date due to such Realized Loss
or Losses. Notwithstanding
such payment, such Realized Losses shall be deemed to have been
borne by the Certificateholders
for purposes of Section 4.05. Excess Special Hazard Losses,
Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class
B Certificates will not be
covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall
be made prior to the later
of the third Business Day prior to each Distribution Date or the
related Determination Date by
the Master Servicer with written notice thereof to the Trustee.
The maximum amount that
Residential Funding shall be required to pay pursuant to this
Section on any Distribution Date
(the "Amount Available") shall be equal to the lesser of (X)
minus the sum of
(i) all previous payments made under subsections (a) and (b)
hereof and (ii) all draws under the
Limited Guaranty made in lieu of such payments as described below
in subsection (d) and (Y) the
then outstanding Certificate Principal Balances of the Class B
Certificates, or such lower
amount as may be established pursuant to Section 12.02.
Residential Funding's obligations as
described in this Section are referred to herein as the
"Subordinate Certificate Loss
Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any
failure of Residential Funding to make any payments hereunder and
shall demand payment pursuant
to the limited guaranty (the "Limited Guaranty"), executed by
General Motors Acceptance
Corporation, of Residential Funding's obligation to make payments
pursuant to this Section, in
an amount equal to the lesser of (i) the Amount Available and
(ii) such required payments, by
delivering to General Motors Acceptance Corporation a written
demand for payment by wire
transfer, not later than the second Business Day prior to the
Distribution Date for such month,
with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to
this Section or amounts
paid under the Limited Guaranty shall be deposited directly in
the Certificate Account, for
distribution on the Distribution Date for such month to the Class
B Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for
either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond,
insurance policy or similar instrument or a reserve fund;
provided that (i) the Company obtains
an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter
of credit, surety bond,
insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax
to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on
"prohibited transactions" under Section 860(F)(a)(1) of the Code
or on "contributions after the
startup date" under Section 860(G)(d)(1) of the Code or (b)
either REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is
outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited
Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then
current Amount Available and
contains provisions that are in all material respects equivalent
to the original Limited
Guaranty or Subordinate Certificate Loss Obligation (including
that no portion of the fees,
reimbursements or other obligations under any such instrument
will be borne by the Trust Fund),
(B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or
Subordinate Certificate Loss Obligation (if not supported by the
Limited Guaranty) shall be
rated at least the lesser of (a) the rating of the long term debt
obligations of General Motors
Acceptance Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of
the long term debt obligations of General Motors Acceptance
Corporation at the date of such
substitution and (C) the Company obtains written confirmation
from each nationally recognized
credit rating agency that rated the Class B Certificates at the
request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such
rating agency and (b) the
original rating assigned to the Class B Certificates by such
rating agency. Any replacement of
the Limited Guaranty or Subordinate Certificate Loss Obligation
pursuant to this Section shall
be accompanied by a written Opinion of Counsel to the substitute
guarantor or obligor, addressed
to the Master Servicer and the Trustee, that such substitute
instrument constitutes a legal,
valid and binding obligation of the substitute guarantor or
obligor, enforceable in accordance
with its terms, and concerning such other matters as the Master
Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated
to substitute for or replace the Limited Guaranty or Subordinate
Certificate Loss Obligation
under any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding
Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate
Loss Obligation may be amended,
reduced or canceled, and (iii) any other provision of this
Agreement which is related or
incidental to the matters described in this Article XII may be
amended in any manner; in each
case by written instrument executed or consented to by the
Company and Residential Funding but
without the consent of any Certificateholder and without the
consent of the Master Servicer or
the Trustee being required unless any such amendment would impose
any additional obligation on,
or otherwise adversely affect the interests of, the Master
Servicer or the Trustee, as
applicable; provided that the Company shall also obtain a letter
from each nationally recognized
credit rating agency that rated the Class B Certificates at the
request of the Company to the
effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the
Class B Certificates below the lesser of (a) the then-current
rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B
Certificates by such rating agency, unless (A) the Holder of 100%
of the Class B Certificates is
Residential Funding or an Affiliate of Residential Funding, or
(B) such amendment, reduction,
deletion or cancellation is made in accordance with Section
11.01(e) and, provided further that
the Company obtains, in the case of a material amendment or
supersession (but not a reduction,
cancellation or deletion of the Limited Guaranty or the
Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion
of Independent counsel) to the
effect that any such amendment or supersession will not cause
either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date"
under Section 860G(d)(1) of the Code or (b) either REMIC I or
REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of
any such instrument shall be
provided to the Trustee and the Master Servicer together with an
Opinion of Counsel that such
amendment complies with this Section 12.02.
EXHIBIT N
[Form of Limited Guaranty]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1995-S10
, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential Funding"), an indirect wholly-owned
subsidiary of General Motors Acceptance Corporation, a New
York corporation ("GMAC"), plans to incur certain obligations as
described under Section 12.01 of the Pooling and Servicing
Agreement dated as of July 1, 1995 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the
"Company"), Residential Funding and Bankers Trust Company (the
"Trustee") as amended by Amendment No. ___ thereto, dated as of
________, with respect to the Mortgage Pass-Through Certificates,
Series 1995-S10 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding agrees to make payments to the
Holders of the Class B Certificates with respect to certain
losses on the Mortgage Loans as described in the Servicing
Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure
sufficient funds and faithfully to perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, GMAC agrees as
follows:
1. Provision of Funds. (a) GMAC agrees to contribute
and deposit in the Certificate Account on behalf of Residential
Funding (or otherwise provide to Residential
Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case
prior to the related Distribution Date, such moneys as may be
required by Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the
same arises from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a)
shall be absolute, irrevocable and unconditional and shall not be
affected by the transfer by GMAC or any other person of all or
any part of its or their interest in Residential
Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person,
by any defense or right of counterclaim, set-off or recoupment
that GMAC may have against Residential Funding or any other
person or by any other fact or circumstance. Notwithstanding
the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited
Guaranty pursuant to Section 12.01(f) of the Servicing Agreement,
or (y) the termination of the Trust Fund pursuant to the
Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on
the part of Residential Funding, the Trustee or any other person
in asserting or enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise
of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives
demand, presentment, notice of default, protest, notice of
acceptance and any other notices with respect to this Limited
Guaranty, including, without limitation, those of action or
nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only
if such modification, amendment or termination is permitted under
Section 12.02 of the Servicing Agreement. The obligations of
GMAC under this Limited Guaranty shall continue and remain in
effect so long as the Servicing Agreement is not modified or
amended in any way that might affect the obligations of GMAC
under this Limited Guaranty without the prior written consent of
GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein set forth shall be binding upon GMAC
and its respective
successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a
copy of this Limited Guaranty shall be delivered to the Trustee
in connection with the execution of Amendment No. 1
to the Servicing Agreement and GMAC hereby authorizes the Company
and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed
in any number of counterparts, each of which shall be deemed to
be an original and such counterparts shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty
to be executed and delivered by its respective officers thereunto
duly authorized as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S10
Re: Mortgage Pass-Through Certificates, Series 1995-S10
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 July 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential
Funding Corporation, as master servicer, and the Trustee. All
terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The
Lender hereby certifies, represents and warrants to, and
covenants with, the Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended
to be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment
will be modified to have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
Planned Principal Balances and
Targeted Principal Balances
(see attached)
RFCC-95S10/PACAMT-A
27
6989000.00
6914835.18
6822831.83
6713016.45
6585460.31
6440279.75
6277636.39
6097737.11
5900833.97
5687223.95
5457248.54
5211293.16
4949786.51
4673199.68
4382045.16
4076875.73
3758283.14
3426896.70
3083381.73
2728437.86
2362797.22
1987222.51
1602504.93
1209461.99
808935.31
401788.20
0.00
RFCC-95S10/PACAMT-B
142
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72376561.40
72353632.23
71490491.59
70619240.55
69772277.58
68949134.42
68150659.92
67376304.69
66625529.72
65897806.23
65192615.52
64509448.74
63847806.76
63207199.95
62587148.02
61987179.88
61406833.46
60845655.52
60303201.52
59779035.48
59272729.78
58783865.04
58312029.95
57856821.13
57417843.03
56994707.72
56587034.82
56194451.25
55816591.28
55453096.15
55103614.24
54767800.64
54445317.29
54135832.66
53839021.75
53554565.88
53304533.13
53066010.76
52838699.74
52622306.91
52416544.95
52221132.19
52035792.56
51860255.50
51694255.78
51537533.50
51374079.65
51203306.33
51018699.08
50087524.63
49117391.70
47857403.48
46618032.85
45398918.12
44199703.56
43020039.29
41859581.21
40717990.93
39594935.61
38490087.92
37438879.92
36404568.07
35386849.49
34385426.34
33400005.74
32430299.70
31476024.98
30536903.09
29612660.15
28703026.84
27807738.29
26926534.08
26090427.76
25267096.44
24456306.89
23657829.75
22871439.51
22096914.37
21334036.27
20582590.73
19842366.87
19113157.32
18394758.14
17686968.78
17015829.59
16354057.34
15701481.13
15057932.83
14423247.03
13797261.00
13179814.61
12570750.31
11969913.11
11377150.51
10792312.47
10215251.33
9645821.82
9083881.02
8529288.27
7981905.19
7441595.61
6908225.56
6381663.15
5861778.66
5348444.43
4841534.80
4340926.16
3846496.83
3358127.08
2875699.11
2399096.93
1928206.45
1462915.35
1003113.09
548690.91
99541.72
0.00
RFCC-95S10/PACAMT-Y1
500
55601800.00
55327024.71
55003037.90
54630122.90
54208394.48
53737998.84
53219113.63
52651947.86
52036741.82
51373766.99
50663325.89
49905751.83
49101408.78
48250691.06
47354023.10
46411859.07
45424682.58
44393006.26
43317371.37
42198347.34
41036531.30
39832547.56
38587047.08
37300706.91
35974229.57
34608342.45
33203797.13
31761368.74
30281855.22
28810048.93
27345924.43
25891344.76
24446249.11
23010577.08
21584268.67
20167264.25
18759504.61
17360930.93
15971484.76
14591108.06
13219743.15
11857332.74
10503819.94
9159148.22
7823261.40
6496103.71
5177619.74
3867754.42
2566453.09
1273661.42
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RFCC-95S10/PACAMT-Y2
360
8936000.00
8936000.00
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8936000.00
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8936000.00
8936000.00
8936000.00
8936000.00
8936000.00
8936000.00
8931554.26
8400153.00
7872228.88
7347759.85
6826724.04
6309099.70
5794865.25
5283999.23
4776480.33
4272287.39
3786591.54
3407672.78
3050317.23
2713426.58
2395956.74
2096915.14
1815358.26
1550389.21
1301155.44
1066846.62
846692.52
639961.10
445956.60
286871.00
138402.44
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RFCC-95S10/PACAMT-Y3
360
38235000.00
38150222.86
38036354.10
37893444.00
37721590.99
37520941.84
37291691.70
37034084.08
36748410.74
36435011.42
36094273.48
35726631.54
35332566.85
34912606.69
34467323.57
33997334.45
33503299.73
32985922.23
32445946.03
31884155.25
31301372.70
30698458.45
30076308.37
29435852.49
28778053.36
28103904.28
27414427.51
26710672.33
25993713.14
25289959.60
24599270.61
23922593.45
23259738.76
22610519.46
21974750.72
21352249.92
20742836.62
20146332.54
19562561.58
18991349.71
18432525.02
17885917.66
17351359.81
16828685.69
16317731.53
15818335.50
15330337.74
14853580.36
14387907.32
13933164.48
13489199.60
13055862.27
12633003.88
12220477.63
11818138.54
11425843.35
11043450.56
10670820.38
10307814.75
9954297.25
9573655.68
8997412.38
8386092.19
7742152.82
7067923.75
6365612.58
5637311.07
4885000.84
4110558.87
3315762.62
2502295.01
1688591.72
876522.03
40315.25
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RFCC-95S10/B_BAL-2Y#4
76
12520000.00
12520000.00
12520000.00
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12520000.00
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12520000.00
12520000.00
12520000.00
12520000.00
12520000.00
12513771.19
11769238.54
11029577.62
10294757.54
9564747.65
8839517.49
8119036.81
7403275.56
6692203.87
5985792.10
5305296.12
4774402.78
4273721.10
3801712.27
3356913.43
2937933.93
2543451.82
2172210.49
1823015.46
1494731.39
1186279.14
896633.06
624818.34
401927.59
193912.10
0.00
RFCC-95S10/B_BAL-BB#4
142
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5000000.00
5000000.00
5000000.00
5000000.00
5000000.00
5000000.00
5000000.00
5000000.00
4998415.98
4938787.52
4878598.76
4820087.90
4763222.59
4708061.47
4654566.58
4602700.69
4552427.27
4503710.48
4456515.18
4410806.88
4366551.75
4323716.62
4282268.94
4242176.79
4203408.86
4165934.44
4129723.40
4094746.21
4060973.90
4028378.05
3996930.80
3966604.82
3937373.30
3909209.98
3882089.07
3855985.32
3830873.94
3806730.63
3783531.57
3761253.41
3739873.24
3719368.61
3699717.51
3682444.46
3665966.59
3650263.23
3635314.13
3621099.45
3607599.72
3594795.88
3582669.23
3571201.45
3560374.58
3549082.67
3537285.11
3524531.86
3460203.41
3393183.58
3306139.64
3220520.03
3136299.76
3053454.25
2971959.34
2891791.26
2812926.62
2735342.43
2659016.09
2586395.34
2514941.83
2444634.63
2375453.17
2307377.23
2240386.89
2174462.60
2109585.11
2045735.50
1982895.17
1921045.83
1860169.47
1802408.62
1745530.31
1689518.42
1634357.12
1580030.81
1526524.18
1473822.16
1421909.95
1370772.96
1320396.88
1270767.61
1221871.30
1175506.90
1129789.59
1084707.58
1040249.24
996403.16
953158.08
910502.94
868426.86
826919.15
785969.25
745566.80
705701.61
666363.63
627543.00
589230.00
551415.06
514088.78
477241.90
440865.32
404950.07
369487.33
334468.43
299884.81
265728.08
231989.97
198662.33
165737.16
133206.57
101062.80
69298.21
37905.30
6876.66
0.00
RFCC-95S10/B_BAL-AA#4
27
8450000.00
8360331.56
8249095.57
8116324.08
7962103.25
7786573.75
7589930.97
7372425.05
7134360.74
6876097.09
6598046.98
6300676.41
5984503.68
5650098.37
5298080.10
4929117.21
4543925.14
4143264.75
3727940.46
3298798.14
2856722.97
2402637.08
1937497.06
1462291.33
978037.44
485779.16
0.00
EXHIBIT Q
Schedule of Discount Fractions
NET PRINCIPAL DISCOUNT
PO
LOAN # MORTGAGE RATE BALANCE FRACTION
BALANCE
1421484 7.220 168,874.57 3.73333%
6,304.65
1422572 7.295 240,107.52 2.73333%
6,562.94
1423759 7.470 224,000.00 0.40000%
896.00
1423868 7.295 272,000.00 2.73333%
7,434.67
1423870 7.445 280,000.00 0.73333%
2,053.33
1423871 7.445 495,000.00 0.73333%
3,630.00
1423872 7.495 400,000.00 0.06667%
266.67
1423873 7.495 370,000.00 0.06667%
246.67
1423921 7.345 375,000.00 2.06667%
7,750.00
1424103 7.170 100,000.00 4.40000%
4,400.00
1424408 7.220 275,000.00 3.73333%
10,266.67
1424454 7.470 312,000.00 0.40000%
1,248.00
1424455 7.470 336,000.00 0.40000%
1,344.00
1424456 7.470 280,000.00 0.40000%
1,120.00
1425014 7.420 257,418.19 1.06667%
2,745.79
1425018 7.420 376,000.00 1.06667%
4,010.67
1425019 7.420 268,005.70 1.06667%
2,858.73
1425023 7.420 230,000.00 1.06667%
2,453.33
1425029 7.490 284,801.67 0.13333%
379.74
1425099 7.345 459,670.39 2.06667%
9,499.85
1425112 7.420 292,000.00 1.06667%
3,114.67
1425119 7.370 415,000.00 1.73333%
7,193.33
1425147 7.420 400,000.00 1.06667%
4,266.67
1425187 7.420 215,900.00 1.06667%
2,302.93
1425197 7.300 235,000.00 2.66667%
6,266.67
1425311 7.470 259,000.00 0.40000%
1,036.00
1425318 7.345 119,350.00 2.06667%
2,466.57
1425326 7.470 279,000.00 0.40000%
1,116.00
1425327 7.470 324,950.00 0.40000%
1,299.80
1425331 7.220 247,000.00 3.73333%
9,221.33
1425333 7.345 280,000.00 2.06667%
5,786.67
1425398 7.220 336,000.00 3.73333%
12,544.00
1425428 7.220 274,400.00 3.73333%
10,244.27
9,681,478.04 1.47013%
142,330.60
