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) July 6,
1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as
company under a Pooling and Servicing Agreement dated as
of June 1, 1995 providing for, inter alia, the issuance
of Mortgage Pass-Through Certificates, Series 1995-S9)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other (Commission (I.R.S. employer
jurisdiction file number) identification no)
of incorporation)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN
(Address of principal executive offices) 55437
(Zip code)
Registrant's telephone number, including area code
(612) 832-7000
(Former name or former address, if changed since last
report)
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Pooling and Servicing Agreement, dated as
of June 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: Vice President
Dated: July 6, 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 June 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S9
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . 3
Accretion Directed TAC Certificates. . . . 3
Accretion Directed TAC Components. . . . . 3
Accretion Termination Date . . . . . . . . 3
Accrual Distribution Amount. . . . . . . . 3
Accrued Certificate Interest . . . . . . . 3
Adjusted Mortgage Rate . . . . . . . . . . 4
Adjusted Senior Principal Distribution
Amount. . . . . . . . . . . . . . . . 4
Advance. . . . . . . . . . . . . . . . . . 4
Affiliate. . . . . . . . . . . . . . . . . 4
Agreement. . . . . . . . . . . . . . . . . 5
Amount Held for Future Distribution. . . . 5
Appraised Value. . . . . . . . . . . . . . 5
Assignment . . . . . . . . . . . . . . . . 5
Assignment Agreement . . . . . . . . . . . 5
Assignment of Proprietary Lease. . . . . . 5
Available Distribution Amount. . . . . . . 5
Bankruptcy Amount. . . . . . . . . . . . . 6
Bankruptcy Code. . . . . . . . . . . . . . 7
Bankruptcy Loss. . . . . . . . . . . . . . 7
Book-Entry Certificate . . . . . . . . . . 7
Business Day . . . . . . . . . . . . . . . 7
Buydown Funds. . . . . . . . . . . . . . . 7
Buydown Mortgage Loan. . . . . . . . . . . 7
Cash Liquidation . . . . . . . . . . . . . 8
Certificate. . . . . . . . . . . . . . . . 8
Certificate Account. . . . . . . . . . . . 8
Certificate Account Deposit Date . . . . . 8
Certificateholder or Holder. . . . . . . . 8
Certificate Owner. . . . . . . . . . . . . 8
Certificate Principal Balance. . . . . . . 8
Certificate Register and Certificate
Registrar . . . . . . . . . . . . . . 10
Class. . . . . . . . . . . . . . . . . . . 10
Class A Certificate. . . . . . . . . . . . 10
Class A-8 Component A. . . . . . . . . . . 10
Class A-8 Component B. . . . . . . . . . . 10
Class A-9 Component A. . . . . . . . . . . 10
Class A-9 Component B. . . . . . . . . . . 10
Class A-9 Component C. . . . . . . . . . . 11
Class A-9 Component C Collection
Shortfall . . . . . . . . . . . . . . 11
Class A-9 Component C Principal
Distribution Amount . . . . . . . . . 11
Class B Certificate. . . . . . . . . . . . 11
Class B Percentage . . . . . . . . . . . . 11
Class B-1 Percentage . . . . . . . . . . . 11
Class B-1 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 11
Class B-2 Percentage . . . . . . . . . . . 11
Class B-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 12
Class B-3 Percentage . . . . . . . . . . . 12
Class B-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 12
Class M Certificate. . . . . . . . . . . . 12
Class M Percentage . . . . . . . . . . . . 12
Class M-1 Percentage . . . . . . . . . . . 12
Class M-2 Percentage . . . . . . . . . . . 12
Class M-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 13
Class M-3 Percentage . . . . . . . . . . . 13
Class M-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . 13
Class R Certificate. . . . . . . . . . . . 13
Class R-I Certificate. . . . . . . . . . . 13
Class R-II Certificate . . . . . . . . . . 13
Closing Date . . . . . . . . . . . . . . . 13
Code . . . . . . . . . . . . . . . . . . . 14
Compensating Interest. . . . . . . . . . . 14
Component. . . . . . . . . . . . . . . . . 14
Cooperative. . . . . . . . . . . . . . . . 14
Cooperative Apartment. . . . . . . . . . . 14
Cooperative Lease. . . . . . . . . . . . . 14
Cooperative Loans. . . . . . . . . . . . . 14
Cooperative Stock. . . . . . . . . . . . . 15
Cooperative Stock Certificate. . . . . . . 15
Corporate Trust Office . . . . . . . . . . 15
Credit Support Depletion Date. . . . . . . 15
Curtailment. . . . . . . . . . . . . . . . 15
Custodial Account. . . . . . . . . . . . . 15
Custodial Agreement. . . . . . . . . . . . 15
Custodian. . . . . . . . . . . . . . . . . 15
Cut-off Date . . . . . . . . . . . . . . . 15
Cut-off Date Principal Balance . . . . . . 15
Debt Service Reduction . . . . . . . . . . 15
Deficient Valuation. . . . . . . . . . . . 15
Definitive Certificate . . . . . . . . . . 16
Deleted Mortgage Loan. . . . . . . . . . . 16
Depository . . . . . . . . . . . . . . . . 16
Depository Participant . . . . . . . . . . 16
Destroyed Mortgage Note. . . . . . . . . . 16
Determination Date . . . . . . . . . . . . 16
Discount Fraction. . . . . . . . . . . . . 16
Discount Mortgage Loan . . . . . . . . . . 16
Disqualified Organization. . . . . . . . . 16
Distribution Date. . . . . . . . . . . . . 17
Due Date . . . . . . . . . . . . . . . . . 17
Due Period . . . . . . . . . . . . . . . . 17
Eligible Account . . . . . . . . . . . . . 17
Eligible Funds . . . . . . . . . . . . . . 18
Event of Default . . . . . . . . . . . . . 18
Excess Bankruptcy Loss . . . . . . . . . . 18
Excess Fraud Loss. . . . . . . . . . . . . 18
Excess Special Hazard Loss . . . . . . . . 18
Excess Subordinate Principal Amount. . . . 18
Extraordinary Events . . . . . . . . . . . 19
Extraordinary Losses . . . . . . . . . . . 19
FDIC . . . . . . . . . . . . . . . . . . . 19
FHLMC. . . . . . . . . . . . . . . . . . . 19
Final Distribution Date. . . . . . . . . . 19
Fitch. . . . . . . . . . . . . . . . . . . 20
FNMA . . . . . . . . . . . . . . . . . . . 20
Foreclosure Profits. . . . . . . . . . . . 20
[Fraud Loss Amount . . . . . . . . . . . . 20
Fraud Losses . . . . . . . . . . . . . . . 21
Independent. . . . . . . . . . . . . . . . 21
Initial Certificate Principal Balance. . . 21
Insurance Proceeds . . . . . . . . . . . . 21
Insurer. . . . . . . . . . . . . . . . . . 21
Late Collections . . . . . . . . . . . . . 21
Liquidation Proceeds . . . . . . . . . . . 21
Loan-to-Value Ratio. . . . . . . . . . . . 21
Maturity Date. . . . . . . . . . . . . . . 22
Monthly Payment. . . . . . . . . . . . . . 22
Moody's. . . . . . . . . . . . . . . . . . 22
Mortgage . . . . . . . . . . . . . . . . . 22
Mortgage File. . . . . . . . . . . . . . . 22
Mortgage Loan Schedule . . . . . . . . . . 22
Mortgage Loans . . . . . . . . . . . . . . 23
Mortgage Note. . . . . . . . . . . . . . . 23
Mortgage Rate. . . . . . . . . . . . . . . 23
Mortgaged Property . . . . . . . . . . . . 23
Mortgagor. . . . . . . . . . . . . . . . . 24
Net Mortgage Rate. . . . . . . . . . . . . 24
Non-Discount Mortgage Loan . . . . . . . . 24
Non-Primary Residence Loans. . . . . . . . 24
Non-United States Person . . . . . . . . . 24
Nonrecoverable Advance . . . . . . . . . . 24
Nonsubserviced Mortgage Loan . . . . . . . 24
Notional Amount. . . . . . . . . . . . . . 24
Officers' Certificate. . . . . . . . . . . 24
Opinion of Counsel . . . . . . . . . . . . 24
Original Senior Percentage . . . . . . . . 25
Outstanding Mortgage Loan. . . . . . . . . 25
Ownership Interest . . . . . . . . . . . . 25
PAC Certificate. . . . . . . . . . . . . . 25
PAC I Certificate. . . . . . . . . . . . . 25
PAC I Principal Amount . . . . . . . . . . 25
PAC II Certificate . . . . . . . . . . . . 25
PAC II Component . . . . . . . . . . . . . 25
PAC II Principal Amount. . . . . . . . . . 25
Pass-Through Rate. . . . . . . . . . . . . 25
Paying Agent . . . . . . . . . . . . . . . 26
Percentage Interest. . . . . . . . . . . . 26
Permitted Investments. . . . . . . . . . . 26
Permitted Transferee . . . . . . . . . . . 27
Person . . . . . . . . . . . . . . . . . . 27
Planned Principal Balance. . . . . . . . . 28
Pool Stated Principal Balance. . . . . . . 28
Pool Strip Rate. . . . . . . . . . . . . . 28
Prepayment Assumption. . . . . . . . . . . 28
Prepayment Distribution Percentage . . . . 28
Prepayment Distribution Trigger. . . . . . 29
Prepayment Period. . . . . . . . . . . . . 30
Primary Insurance Policy . . . . . . . . . 30
Principal Only Component . . . . . . . . . 30
Principal Prepayment . . . . . . . . . . . 30
Principal Prepayment in Full . . . . . . . 30
Program Guide. . . . . . . . . . . . . . . 30
Purchase Price . . . . . . . . . . . . . . 30
Qualified Substitute Mortgage Loan . . . . 30
Rating Agency. . . . . . . . . . . . . . . 31
Realized Loss. . . . . . . . . . . . . . . 31
Record Date. . . . . . . . . . . . . . . . 32
Regular Certificate. . . . . . . . . . . . 32
REMIC. . . . . . . . . . . . . . . . . . . 32
REMIC I. . . . . . . . . . . . . . . . . . 32
REMIC I Certificates . . . . . . . . . . . 33
REMIC II . . . . . . . . . . . . . . . . . 33
REMIC II Certificates. . . . . . . . . . . 33
REMIC Provisions . . . . . . . . . . . . . 33
REO Acquisition. . . . . . . . . . . . . . 33
REO Disposition. . . . . . . . . . . . . . 33
REO Imputed Interest . . . . . . . . . . . 33
REO Proceeds . . . . . . . . . . . . . . . 33
REO Property . . . . . . . . . . . . . . . 34
Request for Release. . . . . . . . . . . . 34
Required Insurance Policy. . . . . . . . . 34
Residential Funding. . . . . . . . . . . . 34
Responsible Officer. . . . . . . . . . . . 34
Schedule of Discount Fractions . . . . . . 34
Security Agreement . . . . . . . . . . . . 34
Seller . . . . . . . . . . . . . . . . . . 34
Seller's Agreement . . . . . . . . . . . . 34
Senior Accelerated Distribution
Percentage. . . . . . . . . . . . . . 34
Senior Percentage. . . . . . . . . . . . . 36
Senior Principal Distribution Amount . . . 36
Servicing Accounts . . . . . . . . . . . . 36
Servicing Advances . . . . . . . . . . . . 36
Servicing Fee. . . . . . . . . . . . . . . 36
Servicing Officer. . . . . . . . . . . . . 36
Special Hazard Amount. . . . . . . . . . . 37
Special Hazard Loss. . . . . . . . . . . . 37
Standard & Poor's. . . . . . . . . . . . . 37
Stated Principal Balance . . . . . . . . . 37
Subordinate Principal Distribution
Amount. . . . . . . . . . . . . . . . 38
Subserviced Mortgage Loan. . . . . . . . . 38
Subservicer. . . . . . . . . . . . . . . . 38
Subservicer Advance. . . . . . . . . . . . 39
Subservicing Account . . . . . . . . . . . 39
Subservicing Agreement . . . . . . . . . . 39
Subservicing Fee . . . . . . . . . . . . . 39
TAC Principal Amount . . . . . . . . . . . 39
Targeted Principal Balances. . . . . . . . 39
Tax Returns. . . . . . . . . . . . . . . . 39
Transfer . . . . . . . . . . . . . . . . . 39
Transferee . . . . . . . . . . . . . . . . 39
Transferor . . . . . . . . . . . . . . . . 39
Trust Fund . . . . . . . . . . . . . . . . 40
Uncertificated Accrued Interest. . . . . . 40
Uncertificated Notional Amount . . . . . . 41
Uncertificated Pass-Through Rate . . . . . 41
Uncertificated Principal Balance . . . . . 41
Uncertificated REMIC I Regular Interest
R . . . . . . . . . . . . . . . . . . 41
Uncertificated REMIC I Regular Interest
S . . . . . . . . . . . . . . . . . . 42
Uncertificated REMIC I Regular Interest
T . . . . . . . . . . . . . . . . . . 42
Uncertificated REMIC I Regular Interest
U . . . . . . . . . . . . . . . . . . 42
Uncertificated REMIC I Regular Interest
V . . . . . . . . . . . . . . . . . . 42
Uncertificated REMIC I Regular Interest
W . . . . . . . . . . . . . . . . . . 42
Uncertificated REMIC I Regular Interest
X . . . . . . . . . . . . . . . . . . 42
Uncertificated REMIC I Regular Interest
Y . . . . . . . . . . . . . . . . . . 43
Uncertificated REMIC I Regular Interests
Z . . . . . . . . . . . . . . . . . . 43
Uncertificated REMIC I Regular Interest
Z Pool Strip Rate . . . . . . . . . . 43
Uncertificated REMIC I Regular
Interests . . . . . . . . . . . . . . 43
Uncertificated REMIC I Regular Interest
R Distribution Amount . . . . . . . . 43
Uncertificated REMIC I Regular Interest
S Distribution Amount . . . . . . . . 43
Uncertificated REMIC I Regular Interest
T Distribution Amount . . . . . . . . 43
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. . . . . . . . 44
Uncertificated REMIC I Regular Interest
Distribution Amounts. . . . . . . . . 44
Uncertificated REMIC II Regular
Interests . . . . . . . . . . . . . . 44
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 . . . . . . . . . . . . 62
Section 3.02. Subservicing Agreements
Between Master Servicer and
Subservicers; Enforcement of
Subservicers' and Sellers'
Obligations. . . . . . . . . . . 63
Section 3.03. Successor Subservicers . . . . . 64
Section 3.04. Liability of the Master
Servicer . . . . . . . . . . . . 65
Section 3.05. No Contractual Relationship
Between Subservicer and
Trustee or Certificateholders. . 65
Section 3.06. Assumption or Termination of
Subservicing Agreements by
Trustee. . . . . . . . . . . . . 65
Section 3.07. Collection of Certain Mortgage
Loan Payments; Deposits to
Custodial Account. . . . . . . . 66
Section 3.08. Subservicing Accounts;
Servicing Accounts . . . . . . . 68
Section 3.09. Access to Certain
Documentation and Information
Regarding the Mortgage Loans . . 70
Section 3.10. Permitted Withdrawals from the
Custodial Account. . . . . . . . 70
Section 3.11. Maintenance of the Primary
Insurance Policies;
Collections Thereunder . . . . . 72
Section 3.12. Maintenance of Fire Insurance
and Omissions and Fidelity
Coverage . . . . . . . . . . . . 73
Section 3.13. Enforcement of Due-on-Sale
Clauses; Assumption and
Modification Agreements;
Certain Assignments. . . . . . . 75
Section 3.14. Realization Upon Defaulted
Mortgage Loans . . . . . . . . . 77
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files. . . . 80
Section 3.16. Servicing and Other
Compensation . . . . . . . . . . 81
Section 3.17. Reports to the Trustee
and the Company. . . . . . . . . 83
Section 3.18. Annual Statement as to
Compliance . . . . . . . . . . . 83
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . 83
Section 3.20. Rights of the Company in
Respect of the Master
Servicer . . . . . . . . . . . . 84
Section 3.21. Administration of Buydown
Funds. . . . . . . . . . . . . . 85
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . 86
Section 4.02. Distributions. . . . . . . . . . 86
Section 4.03. Statements to
Certificateholders . . . . . . . 99
Section 4.04. Distribution of Reports to the
Trustee and the Company;
Advances by the Master
Servicer . . . . . . . . . . . .102
Section 4.05. Allocation of Realized Losses. .104
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged
Property . . . . . . . . . . . .105
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . . . .105
Section 4.08. Distributions on the
Uncertificated REMIC I and
REMIC II Regular Interests
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . .109
Section 5.02. Registration of Transfer
and Exchange of Certificates . .111
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates . . . . .117
Section 5.04. Persons Deemed Owners. . . . . .117
Section 5.05. Appointment of Paying Agent. . .118
Section 5.06. Optional Purchase of
Certificates . . . . . . . . . .118
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master
Servicer . . . . . . . . . . . .121
Section 6.02. Merger or Consolidation of the
Company or the Master
Servicer; Assignment of Rights
and Delegation of Duties by
Master Servicer. . . . . . . . .121
Section 6.03. Limitation on Liability of the
Company, the Master Servicer
and Others.. . . . . . . . . . .122
Section 6.04. Company and Master
Servicer Not to Resign . . . . .123
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . .124
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . .126
Section 7.03. Notification to
Certificateholders . . . . . . .127
Section 7.04. Waiver of Events of Default. . .127
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . .129
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . . .131
Section 8.03. Trustee Not Liable for
Certificates or Mortgage
Loans. . . . . . . . . . . . . .132
Section 8.04. Trustee May Own Certificates . .133
Section 8.05. Master Servicer to Pay
Trustee's Fees and Expenses;
Indemnification. . . . . . . . .133
Section 8.06. Eligibility Requirements for
Trustee. . . . . . . . . . . . .134
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . .134
Section 8.08. Successor Trustee. . . . . . . .136
Section 8.09. Merger or Consolidation of
Trustee. . . . . . . . . . . . .136
Section 8.10. Appointment of Co-Trustee
or Separate Trustee. . . . . . .137
Section 8.11. Appointment of Custodians. . . .138
Section 8.12. Appointment of Office or
Agency . . . . . . . . . . . . .138
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by
the Master Servicer or the
Company or Liquidation of All
Mortgage Loans . . . . . . . . .139
Section 9.02. Termination of REMIC II. . . . .142
Section 9.03. Additional Termination
Requirements . . . . . . . . . .142
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . .144
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . .148
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . .149
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . .152
Section 11.03. Limitation on Rights
of Certificateholders. . . . . .152
Section 11.04. Governing Law. . . . . . . . . .153
Section 11.05. Notices. . . . . . . . . . . . .153
Section 11.06. Notices to Rating Agency . . . .154
Section 11.07. Severability of Provisions . . .155
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 June 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." Eight partial undivided beneficial
ownership interests in each of the Mortgage Loans and
655 partial undivided beneficial ownership interests,
each representing an interest in one Mortgage Loan
equal to the Pool Strip Rate (as defined herein) for
such Mortgage Loan (the "Uncertificated REMIC I Regular
Interests"), will represent ownership of "regular
interests" in REMIC I and the Class R-I Certificates
will be the sole class of "residual interests" in REMIC
I, for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. A segregated
pool of assets consisting of the Uncertificated REMIC I
Regular Interests will be designated as "REMIC II," and
the Master Servicer will make a separate REMIC election
with respect thereto. The Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-10, Class A-11, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3
Certificates and Class A-9 Component A, Class A-9
Component B and Class A-9 Component C 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-12 Certificates will
represent the entire beneficial ownership interest in
the Uncertificated REMIC II Regular Interests.
The following table sets forth the designation,
type, Pass-Through Rate, aggregate Initial Certificate
Principal Balance, Maturity Date, initial ratings and
certain features for each Class of Certificates
comprising the interests in the Trust Fund created
hereunder.
Aggregate
Initial
Pass- Certificate
Through Principal
Designation Type Rate Balance
Class A-1 Senior 6.60% $23,188,000.00
Class A-2 Senior 7.00% $23,921,333.00
Class A-3 Senior 6.70% $12,694,000.00
Class A-4 Senior 6.95% $12,686,000.00
Class A-5 Senior 7.10% $9,469,000.00
Class A-6 Senior 7.25% $6,661,000.00
Class A-7 Senior 8.00% $7,808,000.00
Class A-8 Senior 8.00% $18,690,000.00
Class A-9 Senior See Below $63,512,857.35
Class A-10 Senior 8.00% $8,356,981.00
Class A-11 Senior 8.00% $0.00
Class A-12 Senior Variable Rate $0.00
Class R-I Senior 8.00% $100.00
Class R-II Senior 8.00% $100.00
Class M-1 Mezzanine 8.00% $5,499,628.00
Class M-2 Mezzanine 8.00% $2,499,831.00
Class M-3 Mezzanine 8.00% $2,499,831.00
Class B-1 Subordinate 8.00% $799,945.00
Class B-2 Subordinate 8.00% $699,952.00
Class B-3 Subordinate 8.00% $999,934.64
Maturity Initial Ratings
Designation Features Date S&P Fitch
Class A-1 PAC I June 25, 2025 AAA AAA
Class A-2 PAC I June 25, 2025 AAA AAA
Class A-3 PAC I June 25, 2025 AAA AAA
Class A-4 PAC II June 25, 2025 AAA AAA
Class A-5 PAC II June 25, 2025 AAA AAA
Class A-6 PAC II June 25, 2025 AAA AAA
Class A-7 Accretion
Directed/TAC June 25, 2025 AAA AAA
Class A-8 See Below June 25, 2025 AAA AAA
Class A-9 See Below June 25, 2025 AAA AAA
Class A-10 Accrual
Companion June 25, 2025 AAA AAA
Class A-11 PAC Strip June 25, 2025 AAAr AAA
Class A-12 Stripped
Interests June 25, 2025 AAAr AAA
Class R-I Residual June 25, 2025 AAA AAA
Class R-II Residual June 25, 2025 AAA AAA
Class M-1 Mezzanine June 25, 2025 N/A AA
Class M-2 Mezzanine June 25, 2025 N/A A
Class M-3 Mezzanine June 25, 2025 N/A BBB
Class B-1 Subordinate June 25, 2025 N/A BB
Class B-2 Subordinate June 25, 2025 B N/A
Class B-3 Subordinate June 25, 2025 N/A N/A
The Class A-8 Certificates are comprised of two
components having the following designation, interest
rate, initial amounts and features:
Interest
Designation Rate Initial Amount Features
Class A-8
Component A 8.00% $ 9,178,000.00 PAC II
Class A-8
Component B 8.00% $ 9,512,000.00 Accretion
Directed/TAC
The Class A-9 Certificates are comprised of three
components having the following designation, interest
rate, initial amounts and features:
Interest
Designation Rate Initial Amount Features
Class A-9
Component A 8.00% $63,275,000.00 Accretion
Directed/TAC
Class A-9
Component B 8.00% $ 0.00 PAC Strip
Class A-9
Component C 0.00% $ 237,857.35 Principal Only
The Mortgage Loans have an aggregate Cut-off Date
Principal Balance equal to $199,986,492.99. 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 TAC Certificates:
Any Class A-7 Certificate.
Accretion Directed TAC Components:
Class A-8 Component B and Class A-9 Component A.
Accretion Termination Date: With respect to the
Class A-10 Certificates, the earlier to occur of (i)
the Distribution Date on which the Certificate
Principal Balance of the Class A-7 Certificates and the
amounts of Class A-8 Component B and Class A-9
Component A have been reduced to zero and (ii) the
Credit Support Depletion Date.
Accrual Distribution Amount:
As defined in Section 4.02(a)(ii)(Y)(E).
Accrued Certificate Interest:
With respect to each Distribution Date, as to any
Class A Certificate (other than the Class A-9, Class A-
11 and Class A-12 Certificates), any Class M
Certificate, any Class B Certificate or any Class R
Certificate, one month's interest accrued at the
related Pass-Through Rate on the Certificate Principal
Balance thereof immediately prior to such Distribution
Date. With respect to each Distribution Date, as to
the Class A-9 Certificates, the sum of (i) one month's
interest accrued on the amount of Class A-9 Component A
immediately prior to such Distribution Date at a rate
of 8.00% per annum, plus (ii) one month's interest
accrued on the related Notional Amount of Class A-9
Component B immediately prior to such Distribution Date
at a rate of 8.00% per annum. The Class A-9 Component
C does not accrue, and is not entitled to any
distributions in respect of, interest. With respect to
each Distribution Date, as to the Class A-11
Certificates and Class A-12 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-10
Certificates on each Distribution Date that occurs
prior to the Accretion Termination Date, interest
shortfalls allocable to Class A-10 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 June 29, 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) $130,643 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-S9" 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-11
Certificate or Class A-12 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-10 Certificate,
an amount equal to the aggregate Accrued Certificate
Interest added to the Certificate Principal Balance of
the Class A-10 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-11 Certificates and Class A-12 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, Class A-10, Class A-11
or Class A-12 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-12
Certificates) evidencing an interest designated as a
"regular interest" in REMIC II for purposes of the
REMIC Provisions. The Class A-12 Certificates will
represent the entire beneficial ownership interest in
the Uncertificated REMIC II Regular Interests.
Class A-8 Component A: With respect to the Class
A-8 Certificates, on any date of determination, a
component of the Class A-8 Certificates having an
amount equal to (i) $9,178,000 minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to the Class A-8 Certificates and applied
to reduce Class A-8 Component A pursuant to Section
4.02(b), and (y) the aggregate of all reductions in
Class A-8 Component A deemed to have occurred in
connection with Realized Losses which were previously
allocated to Class A-8 Component A pursuant to Section
4.05 and entitled to distributions as set forth in this
Agreement.
Class A-8 Component B: With respect to the Class
A-8 Certificates, on any date of determination, a
component of the Class A-8 Certificates having an
amount equal to (i) $9,512,000 minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to the Class A-8 Certificates and applied
to reduce Class A-8 Component B pursuant to Section
4.02(b), and (y) the aggregate of all reductions in
Class A-8 Component B deemed to have occurred in
connection with Realized Losses which were previously
allocated to Class A-8 Component B pursuant to Section
4.05 and entitled to distributions as set forth in this
Agreement.
Class A-9 Component A: With respect to the Class
A-9 Certificates, on any date of determination, a
component of the Class A-9 Certificates having an
amount equal to (i) $63,275,000 minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to the Class A-9 Certificates and applied
to reduce Class A-9 Component A pursuant to Section
4.02(b), and (y) the aggregate of all reductions in
Class A-9 Component A deemed to have occurred in
connection with Realized Losses which were previously
allocated to Class A-9 Component A pursuant to Section
4.05 and entitled to distributions as set forth in this
Agreement.
Class A-9 Component B: With respect to the Class
A-9 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 Component C: With respect to the Class
A-9 Certificates, on any date of determination, a
component of the Class A-9 Certificates having an
amount equal to (i) $237,857.35 minus (ii) the sum of
(x) the aggregate of all amounts previously distributed
with respect to the Class A-9 Certificates and applied
to reduce Class A-9 Component C pursuant to Section
4.02(b), and (y) the aggregate of all reductions in
Class A-9 Component C deemed to have occurred in
connection with Realized Losses which were previously
allocated to Class A-9 Component C pursuant to Section
4.05 and entitled to distributions as set forth in this
Agreement.
Class A-9 Component C 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 Component C 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 0.85%.
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 0.50%.
Class M Certificate: Any one of the Class M-1
Certificates, Class M-2 Certificates or Class M-3
Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form
annexed hereto as Exhibit B and evidencing an interest
designated as a "regular interest" in the Trust Fund
for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage,
Class M-2 Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any
Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-1
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction
of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class M-2 Percentage: With respect to any
Distribution Date, a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-2
Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction
of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With
respect to any Distribution Date, a test that shall be
satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances
of the Class M-2 Certificates, Class M-3 Certificates,
Class B-1 Certificates, Class B-2 Certificates 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: June 29, 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-8 Component A, Class A-
8 Component B, Class A-9 Component A, Class A-9
Component B and Class A-9 Component C.
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-S9.
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: June 1, 1995.
Cut-off Date Principal Balance: As to any
Mortgage Loan, the unpaid principal balance thereof at
the Cut-off Date after giving effect to all
installments of principal due on or prior thereto,
whether or not received.
Debt Service Reduction: With respect to any
Mortgage Loan, a reduction in the scheduled Monthly
Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage
Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the
then outstanding indebtedness under the Mortgage Loan,
or any reduction in the amount of principal to be paid
in connection with any scheduled Monthly Payment that
constitutes a permanent forgiveness of principal, which
valuation or reduction results from a proceeding under
the Bankruptcy Code.
Definitive Certificate: Any definitive, fully
registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced
or to be replaced with a Qualified Substitute Mortgage
Loan.
Depository: The Depository Trust Company, or any
successor Depository hereafter named. The nominee of
the initial Depository for purposes of registering
those Certificates that are to be Book-Entry
Certificates is Cede & Co. The Depository shall at all
times be a "clearing corporation" as defined in Section
8-102(3) of the Uniform Commercial Code of the State of
New York and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or
other financial institution or other Person for whom
from time to time a Depository effects book-entry
transfers and pledges of securities deposited with the
Depository.
Destroyed Mortgage Note: A Mortgage Note the
original of which was permanently lost or destroyed and
has not been replaced.
Determination Date: With respect to any
Distribution Date, the 20th day (or if such 20th day is
not a Business Day, the Business Day immediately
following such 20th day) of the month of the related
Distribution Date.
Discount Fraction: With respect to each Discount
Mortgage Loan, the fraction expressed as a percentage,
the numerator of which is 8.00% minus the Net Mortgage
Rate (or the initial Net Mortgage Rate with respect to
any Discount Mortgage Loans as to which the Mortgage
Rate is modified pursuant to 3.07(a)) for such Mortgage
Loan and the denominator of which is 8.00%. The
Discount Fraction with respect to each Discount
Mortgage Loan is set forth on Exhibit Q attached
hereto.
Discount Mortgage Loan: Any Mortgage Loan having
a Net Mortgage Rate (or the initial Net Mortgage Rate)
of less than 8.00% 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 Component C Principal Distribution Amount
(determined without regard to Section 4.02(b)(i)(E)
hereof) and (iv) the aggregate amount of Accrued
Certificate Interest on the Class M and Class B
Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or
portion thereof, which exceeds the then applicable
Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion
thereof, which exceeds the then applicable Fraud Loss
Amount.
Excess Special Hazard Loss: Any Special Hazard
Loss, or portion thereof, that exceeds the then
applicable Special Hazard Amount.
Excess 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 June 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 the Class A-11 Certificates and Class
A-9 Component B, an amount equal to 82.35% and 17.65%,
respectively, of the sum of (a) 7/40th of the aggregate
Certificate Principal Balance of the Class A-1
Certificates as of such date, (b) 1/8th of the
aggregate Certificate Principal Balance of the Class A-
2 Certificates as of such date, (c) 13/80th of the
aggregate Certificate Principal Balance of the Class A-
3 Certificates as of such date, (d) 21/160th of the
aggregate Certificate Principal Balance of the Class A-
4 Certificates as of such date, (e) 9/80th of the
aggregate Certificate Principal Balance of the Class A-
5 Certificates as of such date and (f) 3/32nd of the
aggregate Certificate Principal Balance of the Class A-
6 Certificates as of such date; and (ii) with respect
to the Class A-12 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: 93.49%, which is the
fraction, expressed as a percentage, the numerator of
which is the aggregate Initial Certificate Principal
Balance of the Class A Certificates (excluding the
amount of Class A-9 Component C) and Class R
Certificates and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage
Loans (other than the related Discount Fraction of the
Discount Mortgage Loans).
Outstanding Mortgage Loan: As to any Due Date, a
Mortgage Loan (including an REO Property) which was not
the subject of a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and which was not
purchased, deleted or substituted for prior to such Due
Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any
ownership or security interest in such Certificate,
including any interest in such Certificate as the
Holder thereof and any other interest therein, whether
direct or indirect, legal or beneficial, as owner or as
pledgee.
PAC Certificate: Any one of the PAC I
Certificates or PAC II Certificates.
PAC I Certificate: Any one of the Class A-1,
Class A-2 or Class A-3 Certificates.
PAC I Principal Amount: As defined in Section
4.02(b)(iii).
PAC II Certificate: Any Class A-4, Class A-5 or
Class A-6 Certificate.
PAC II Component: Class A-8 Component A.
PAC II Principal Amount: As defined in Section
4.02(b)(iv).
Pass-Through Rate: With respect to the Class A
Certificates (other than the Class A-9 Certificates and
Class A-12 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-12 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-12 Certificates
and the initial Distribution Date, the Pass-Through
Rate is equal to 0.5562% 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-11, Class A-12, 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-11, Class A-12, 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 the PAC II Component and
each Distribution Date, the amount set forth for such
Class or such Component on such Distribution Date on
Exhibit P hereto.
Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal
Balances of each Mortgage Loan that was an Outstanding
Mortgage Loan on the Due Date in the month preceding
the month of such date of determination.
Pool Strip Rate: With respect to each Mortgage
Loan, the rate per annum designated on the Mortgage
Loan Schedule as the "STRIP" for such Mortgage Loan.
For purposes of the definition of Qualified Substitute
Mortgage Loan, Pool Strip Rate is the excess of the Net
Mortgage Rate over 8.00% per annum.
Prepayment Assumption: A prepayment assumption of
240% of the standard prepayment assumption, used for
determining the accrual of original issue discount and
market discount and premium on the Certificates for
federal income tax purposes. The standard prepayment
assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then
outstanding principal balance of such mortgage loans in
the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each
succeeding month until the thirtieth month, and a
constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect
to any Distribution Date and each Class of Class M
Certificates and Class B Certificates, under the
applicable circumstances set forth below, the
respective percentages set forth below:
(i) For any Distribution Date on which
any Class of Class M or Class B Certificates are
outstanding after the Distribution Date in July
2000:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest
numerical designation, or in the event the
Class M Certificates are no longer
outstanding, the Class of Class B
Certificates then outstanding with the lowest
numerical designation and each other Class of
Class M Certificates and Class B Certificates
for which the related Prepayment Distribution
Trigger has been satisfied, a fraction,
expressed as a percentage, the numerator of
which is the Certificate Principal Balance of
such Class immediately prior to such date and
the denominator of which is the sum of the
Certificate Principal Balances immediately
prior to such date of (1) the Class of Class
M Certificates then outstanding with the
lowest numerical designation, or in the event
the Class M Certificates are no longer
outstanding, the Class of Class B
Certificates then outstanding with the lowest
numerical designation and (2) all other
Classes of Class M Certificates and Class B
Certificates for which the respective
Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of
Class M Certificates and Class B Certificates
for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(ii) Notwithstanding the foregoing, if the
application of the foregoing percentages on any
Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the
definition of "Subordinate Principal Distribution
Amount") would result in a distribution in respect
of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount
greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution
Percentage of each Maturing Class shall be reduced
to a level that, when applied as described above,
would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of
Class M Certificates and Class B Certificates (any
such Class, a "Non-Maturing Class") shall be
recalculated in accordance with the provisions in
paragraph (ii) above, as if the Certificate
Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated,
the "Recalculated Percentage"); (c) the total
amount of the reductions in the Prepayment
Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in
proportion to their respective Recalculated
Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class,
the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing Class
shall be equal to the sum of (1) the Prepayment
Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii)
above as if the Certificate Principal Balance of
each Maturing Class had not been reduced to zero,
plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2
Prepayment Distribution Trigger, Class M-3 Prepayment
Distribution Trigger, Class B-1 Prepayment Distribution
Trigger, Class B-2 Prepayment Distribution Trigger 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 Component: Class A-9 Component C.
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-12 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 A-11, Class A-
12, 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 A-
11, Class A-12, 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:
Senior Accelerated
Distribution Date Distribution Percentage
July 1995 through
June 2000................100%
July 2000 through
June 2001................Senior Percentage, plus 70%
of the difference between 100%
and the Senior Percentage
July 2001 through
June 2002................Senior Percentage, plus 60%
of the difference between 100%
and the Senior Percentage
July 2002 through
June 2003................Senior Percentage, plus 40%
of the difference between 100%
and the Senior Percentage
July 2003 through
June 2004................Senior Percentage, plus 20%
of the difference between 100%
and the Senior Percentage
July 2004 and
thereafter...............Senior Percentage
provided, however, (i) that any scheduled reduction to
the Senior Accelerated Distribution Percentage
described above shall not occur as of any Distribution
Date unless either (a)(1) the outstanding principal
balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of
the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does
not exceed 2% and (2) Realized Losses on the Mortgage
Loans to date for such Distribution Date if occurring
during the sixth, seventh, eighth, ninth or tenth year
(or any year thereafter) after the Closing Date are
less than 30%, 35%, 40%, 45% and 50%, respectively, of
the sum of the Initial Certificate Principal Balances
of the Class M Certificates and Class B Certificates or
(b)(1) the outstanding principal balance of the
Mortgage Loans delinquent 60 days or more averaged over
the last six months, as a percentage of the aggregate
outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4%
and (2) Realized Losses on the Mortgage Loans to date
for any Distribution Date are less than 10% of the sum
of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii)
that for any Distribution Date on which the Senior
Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of
the aggregate Certificate Principal Balance of the
Class A Certificates (other than the amount of the
amount of Class A-9 Component C) and Class R
Certificates to zero, the Senior Accelerated
Distribution Percentage shall thereafter be 0%.
Senior Percentage: As of any Distribution Date,
the lesser of 100% and a fraction, expressed as a
percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A
Certificates (other than the amount of Class A-9
Component C) 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 $2,011,402 minus the sum of
(i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 and (ii)
the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-
off Date, the Adjustment Amount shall be equal to the
amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for
such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance
of the Mortgage Loan in the Trust Fund which has the
largest outstanding principal balance on the
Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by
the outstanding principal balance of all Mortgage Loans
on the Distribution Date immediately preceding such
anniversary and (iii) the aggregate outstanding
principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest
amount of Mortgage Loans by aggregate principal balance
as of such anniversary and (B) an amount calculated by
the Master Servicer and approved by each Rating Agency,
which amount shall not be less than $500,000.
The Special Hazard Amount may be further reduced
by the Master Servicer (including accelerating the
manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall
(i) obtain written confirmation from each Rating Agency
that such reduction shall not reduce the rating
assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a
copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in
excess of the cost of the lesser of repair or
replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard
policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of
the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings
Group, a division of McGraw-Hill, Inc., or its
successor in interest.
Stated Principal Balance: With respect to any
Mortgage Loan or related REO Property, at any given
time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal
portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution
Date which were received or with respect to which an
Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and
all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds, to the extent applied by the Master Servicer
as recoveries of principal in accordance with Section
3.14 with respect to such Mortgage Loan or REO
Property, in each case which were distributed pursuant
to Section 4.02 on any previous Distribution Date, and
(c) any Realized Loss allocated to Certificateholders
with respect thereto for any previous Distribution
Date.
Subordinate Principal Distribution Amount: With
respect to any Distribution Date and each Class of
Class M Certificates and Class B Certificates, (a) the
sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y)
the aggregate of the amounts calculated for such
Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata
share, based on the Certificate Principal Balance of
each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B)(b)
to the extent such collections are not otherwise
distributed to the Senior Certificates; (iii) the
product of (x) the related Prepayment Distribution
Percentage, (y) 100% minus the Senior Accelerated
Distribution Percentage and (z) the aggregate of all
Principal Prepayments in Full and Curtailments received
in the related Prepayment Period (other than the
related Discount Fraction of such Principal Payments in
Full and Curtailments with respect to a Discount
Mortgage Loans); (iv) if such Class is the most senior
Class of Certificates then outstanding (as established
in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v)
any amounts described in clauses (i), (ii) and (iii) as
determined for any previous Distribution Date, that
remain undistributed to the extent that such amounts
are not attributable to Realized Losses which have been
allocated to a subordinate Class of Class M or Class B
Certificates minus (b) any Excess Subordinate Principal
Amount not payable to such Class on such Distribution
Date pursuant to the definition thereof; provided,
however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class
of Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan
that, at the time of reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any Person with whom the Master
Servicer has entered into a Subservicing Agreement and
who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment
of principal and interest on a Mortgage Loan which is
advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing
Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract
between the Master Servicer and any Subservicer
relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally
in the form of the servicer contract referred to or
contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the
Company.
Subservicing Fee: As to any Mortgage Loan, the
fee payable monthly to the related Subservicer (or, in
the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other
compensation that accrues at an annual rate equal to
the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the
Mortgage Loan Schedule as the "CURR NET" for such
Mortgage Loan.
TAC Principal Amount: As defined in Section
4.02(b)(vi).
Targeted Principal Balances: With respect to the
Accretion Directed TAC Components and Accretion
Directed TAC Certificates and each Distribution Date,
the amount set forth for such Accretion Directed TAC
Components and Accretion Directed TAC Certificates 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 R, 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 R, (ii)
as to Uncertificated REMIC I Regular Interest S, 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 S, (iii) as to Uncertificated
REMIC I Regular Interest T, an amount equal to the
aggregate amount of Accrued Certificate Interest that
would result under the terms of the definition thereof
on the Class A-3 Certificates, if the Pass-Through Rate
on such Class were equal to the Uncertificated Pass-
Through Rate on Uncertificated REMIC I Regular Interest
T, (iv) 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-4 Certificates
if the Pass-Through Rate on such Classes were equal to
the Uncertificated Pass-Through Rate on Uncertificated
REMIC I Regular Interest U, (v) 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-5 Certificates if the Pass-Through Rate
on such Classes were equal to the Uncertificated Pass-
Through Rate on Uncertificated REMIC I Regular Interest
V, (vi) as to Uncertificated REMIC I Regular Interest
W, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms
of the definition thereof on the Class A-6
Certificates, if the Pass-Through Rate on such Class
were equal to the Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest W, (vii) as to
Uncertificated REMIC I Regular Interest X, an amount
equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the
definition thereof on Class A-9 Component C, if the
Pass-Through Rate on such Component were equal to the
Uncertificated Pass-Through Rate on Uncertificated
REMIC I Regular Interest X, (viii) 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-7, Class A-8, Class A-10, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-II Certificates and the Class A-9 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 (ix) 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-12 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 R,
S, T, U, V, W, X and Y, 8.00%, 8.00%, 8.00%, 8.00%,
8.00%, 8.00%, 0.00% and 8.00%, respectively. With
respect to each Uncertificated REMIC I Regular Interest
Z, the related Uncertificated REMIC I Regular Interest
Z Pool Strip Rate.
Uncertificated Principal Balance: With respect to
each Uncertificated REMIC I Regular Interest on any
date of determination, an amount equal to
$23,188,000.00 with respect to Uncertificated REMIC I
Regular Interest R, an amount equal to $23,921,333.00
with respect to Uncertificated REMIC I Regular Interest
S, an amount equal to $12,694,000.00 with respect to
Uncertificated REMIC I Regular Interest T,
$12,686,000.00 with respect to Uncertificated REMIC I
Regular Interest U, an amount equal to $9,469,000.00
with respect to Uncertificated REMIC I Regular Interest
V, an amount equal to $6,661,000.00 with respect to
Uncertificated REMIC I Regular Interest W, $237,857.35
with respect to Uncertificated REMIC I Regular Interest
X, $111,129,202.64 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 R: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-1
Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal
to 8.00% per annum.
Uncertificated REMIC I Regular Interest S: 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 8.00% per annum.
Uncertificated REMIC I Regular Interest T: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-3
Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal
to 8.00% per annum.
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-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 8.00% 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-5
Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal
to 8.00% per annum.
Uncertificated REMIC I Regular Interest W: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the aggregate
Certificate Principal Balance of the Class A-6
Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal
to 8.00% per annum.
Uncertificated REMIC I Regular Interest X: An
uncertificated partial undivided beneficial ownership
interest in REMIC I having a principal balance equal to
the Stated Principal Balance of the Mortgage Loans and
REO Property from time to time multiplied by a
fraction, the numerator of which is the amount of Class
A-9 Component C 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-7, Class
A-8, Class A-10, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates
and the amount of Class A-9 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 8.00% per annum.
Uncertificated REMIC I Regular Interests Z: The
655 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 R,
Uncertificated REMIC I Regular Interest S,
Uncertificated REMIC I Regular Interest T,
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 R
Distribution Amount: With respect to any Distribution
Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interest R for
such Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest S
Distribution Amount: With respect to any Distribution
Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interest S for
such Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest T
Distribution Amount: With respect to any Distribution
Date, the sum of the amounts deemed to be distributed
on the Uncertificated REMIC I Regular Interest T for
such Distribution Date pursuant to Section 4.08(a).
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: The Uncertificated REMIC I
Regular Interest R Distribution Amount, Uncertificated
REMIC I Regular Interest S Distribution Amount,
Uncertificated REMIC I Regular Interest T Distribution
Amount, 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 and Uncertificated REMIC I Regular Interests Z
Distribution Amounts.
Uncertificated REMIC II Regular Interests: The
655 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. 97.0% of all of the Voting Rights shall
be allocated among Holders of Certificates,
respectively, other than the Class A-11, Class A-12,
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-11, Class A-12, Class R-I and Class R-II Certificates
shall be entitled to 1.0%, 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,
except with respect to one Mortgage Loan
representing approximately 0.2% of the Mortgage
Loans by aggregate Stated Principal Balance as of
the Cut-off Date, if a Mortgage Loan is secured by
a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan
is the subject of a Primary Insurance Policy that
insures that portion of the principal balance
thereof that exceeds the amount equal to 75% of
the Appraised Value of the related Mortgaged
Property. To the best of the Company's knowledge,
each such Primary Insurance Policy is in full
force and effect and the Trustee is entitled to
the benefits thereunder;
(v) The issuers of the Primary
Insurance Policies are insurance companies whose
claims-paying abilities are currently acceptable
to each Rating Agency;
(vi) No more than 1.0% of the Mortgage Loans
by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in California, no
more than 1.1% 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 1.07% 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 6.80% 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 0.9% 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 0.27% 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 A-11, Class A-
12, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificateholders. The
Trustee acknowledges receipt of the Uncertificated
REMIC I Regular Interests and Uncertificated REMIC II
Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and
benefit of all present and future Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-
12, 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 A-11, Class A-12, 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
A-11, Class A-12, 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
A-11, Class A-12, 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 A-11, Class A-
12, 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.
In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent
not inconsistent with this Agreement, comply with the
Program Guide as if it were the originator of such
Mortgage Loan and had retained the servicing rights and
obligations in respect thereof.
(b) All costs incurred by the Master Servicer or
by Subservicers in effecting the timely payment of
taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the purpose of
calculating monthly distributions to
Certificateholders, be added to the amount owing under
the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so permit, and such costs
shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or
more agreements in connection with the offering of
pass-through certificates evidencing interests in one
or more of the Certificates providing for the payment
by the Master Servicer of amounts received by the
Master Servicer as servicing compensation hereunder and
required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment
obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into by Residential
Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new
Subservicing Agreements with Subservicers, for the
servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan
shall be entitled to receive and retain, as provided in
the related Subservicing Agreement and in Section 3.07,
the related Subservicing Fee from payments of interest
received on such Mortgage Loan after payment of all
amounts required to be remitted to the Master Servicer
in respect of such Mortgage Loan. For any Mortgage
Loan that is a Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive and retain an
amount equal to the Subservicing Fee from payments of
interest. Unless the context otherwise requires,
references in this Agreement to actions taken or to be
taken by the Master Servicer in servicing the Mortgage
Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each
Subservicing Agreement will be upon such terms and
conditions as are generally required or permitted by
the Program Guide and are not inconsistent with this
Agreement and as the Master Servicer and the
Subservicer have agreed. A representative form of
Subservicing Agreement is attached to this Agreement as
Exhibit G. With the approval of the Master Servicer, a
Subservicer may delegate its servicing obligations to
third-party servicers, but such Subservicer will remain
obligated under the related Subservicing Agreement.
The Master Servicer and a Subservicer may enter into
amendments thereto or a different form of Subservicing
Agreement, and the form referred to or included in the
Program Guide is merely provided for information and
shall not be deemed to limit in any respect the
discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided,
however, that any such amendments or different forms
shall be consistent with and not violate the provisions
of either this Agreement or the Program Guide in a
manner which would materially and adversely affect the
interests of the Certificateholders.
(b) As part of its servicing activities
hereunder, the Master Servicer, for the benefit of the
Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement
and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of
any such obligation would have a material and adverse
effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan
on account of defective documentation, as described in
Section 2.02, or on account of a breach of a
representation or warranty, as described in Section
2.04. Such enforcement, including, without limitation,
the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as
appropriate, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such
an extent and at such time as the Master Servicer would
employ in its good faith business judgment and which
are normal and usual in its general mortgage servicing
activities. The Master Servicer shall pay the costs of
such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any,
that such recovery exceeds all amounts due in respect
of the related Mortgage Loan or (ii) from a specific
recovery of costs, expenses or attorneys fees against
the party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate
any Subservicing Agreement that may exist in accordance
with the terms and conditions of such Subservicing
Agreement and without any limitation by virtue of this
Agreement; provided, however, that in the event of
termination of any Subservicing Agreement by the Master
Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or
enter into a Subservicing Agreement with a successor
Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer
or any Affiliate of Residential Funding acts as
servicer, it will not assume liability for the
representations and warranties of the Subservicer which
it replaces. If the Master Servicer enters into a
Subservicing Agreement with a successor Subservicer,
the Master Servicer shall use reasonable efforts to
have the successor Subservicer assume liability for the
representations and warranties made by the terminated
Subservicer in respect of the related Mortgage Loans
and, in the event of any such assumption by the
successor Subservicer, the Master Servicer may, in the
exercise of its business judgment, release the
terminated Subservicer from liability for such
representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of
the provisions of this Agreement relating to agreements
or arrangements between the Master Servicer or a
Subservicer or reference to actions taken through a
Subservicer or otherwise, the Master Servicer shall
remain obligated and liable to the Trustee and
Certificateholders for the servicing and administering
of the Mortgage Loans in accordance with the provisions
of Section 3.01 without diminution of such obligation
or liability by virtue of such Subservicing Agreements
or arrangements or by virtue of indemnification from
the Subservicer or the Company and to the same extent
and under the same terms and conditions as if the
Master Servicer alone were servicing and administering
the Mortgage Loans. The Master Servicer shall be
entitled to enter into any agreement with a Subservicer
or Seller for indemnification of the Master Servicer
and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered
into and any other transactions or services relating to
the Mortgage Loans involving a Subservicer in its
capacity as such and not as an originator shall be
deemed to be between the Subservicer and the Master
Servicer alone and the Trustee and Certificateholders
shall not be deemed parties thereto and shall have no
claims, rights, obligations, duties or liabilities with
respect to the Subservicer in its capacity as such
except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's
obligation to cure an omission or defect or to
repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for
any reason no longer be the master servicer (including
by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of
the rights and obligations of the Master Servicer under
each Subservicing Agreement that may have been entered
into. The Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have
assumed all of the Master Servicer's interest therein
and to have replaced the Master Servicer as a party to
the Subservicing Agreement to the same extent as if the
Subservicing Agreement had been assigned to the
assuming party except that the Master Servicer shall
not thereby be relieved of any liability or obligations
under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of
the Trustee but at the expense of the Master Servicer,
deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the
Mortgage Loans then being serviced and an accounting of
amounts collected and held by it and otherwise use its
best efforts to effect the orderly and efficient
transfer of each Subservicing Agreement to the assuming
party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable
efforts to collect all payments called for under the
terms and provisions of the Mortgage Loans, and shall,
to the extent such procedures shall be consistent with
this Agreement and the terms and provisions of any
related Primary Insurance Policy, follow such
collection procedures as it would employ in its good
faith business judgment and which are normal and usual
in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may
in its discretion (i) waive any late payment charge or
any prepayment charge or penalty interest in connection
with the prepayment of a Mortgage Loan and (ii) extend
the Due Date for payments due on a Mortgage Loan in
accordance with the Program Guide, provided, however,
that the Master Servicer shall first determine that any
such waiver or extension will not impair the coverage
of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage.
Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant
indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement
or indulgence is not materially adverse to the
interests of the Certificateholders, provided, however,
that the Master Servicer may not modify materially or
permit any Subservicer to modify any Mortgage Loan,
including without limitation any modification that
would change the Mortgage Rate, forgive the payment of
any principal or interest (unless in connection with
the liquidation of the related Mortgage Loan or except
in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of
the Mortgage Loan), or extend the final maturity date
of such Mortgage Loan, unless such Mortgage Loan is in
default or, in the judgment of the Master Servicer,
such default is reasonably foreseeable. In the event
of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification
thereof by reason of such arrangements unless otherwise
agreed to by the Holders of the Classes of Certificates
affected thereby.
(b) The Master Servicer shall establish and
maintain a Custodial Account in which the Master
Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided
herein, the following payments and collections remitted
by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other
than in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of
principal, including Principal Prepayments made by
Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO
Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at
the Adjusted Mortgage Rate on the Mortgage Loans,
including Buydown Funds, if any, and the interest
component of any Subservicer Advance or of any REO
Proceeds received in connection with an REO
Property for which an REO Disposition has
occurred;
(iii) Insurance Proceeds and Liquidation
Proceeds (net of any related expenses of the
Subservicer);
(iv) All proceeds of any Mortgage Loans
purchased pursuant to Section 2.02, 2.03, 2.04 or
4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03
or 2.04;
(v) Any amounts required to be
deposited pursuant to Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the
Certificate Account to the Custodial Account in
accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial
Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the
foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in
respect of principal and interest on the Mortgage Loans
due on or before the Cut-off Date) and payments or
collections in the nature of prepayment charges or late
payment charges or assumption fees may but need not be
deposited by the Master Servicer in the Custodial
Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the
Master Servicer may at any time withdraw such amount
from the Custodial Account, any provision herein to the
contrary notwithstanding. The Custodial Account may
contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other
series and may contain other funds respecting payments
on mortgage loans belonging to the Master Servicer or
serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master
Servicer shall keep records that accurately reflect the
funds on deposit in the Custodial Account that have
been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds and the proceeds of the purchase
of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04 and 4.07 received in any calendar month, the
Master Servicer may elect to treat such amounts as
included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not
obligated to do so. If the Master Servicer so elects,
such amounts will be deemed to have been received (and
any related Realized Loss shall be deemed to have
occurred) on the last day of the month prior to the
receipt thereof.
(c) The Master Servicer shall use its best
efforts to cause the institution maintaining the
Custodial Account to invest the funds in the Custodial
Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the
Certificate Account Deposit Date next following the
date of such investment (with the exception of the
Amount Held for Future Distribution) and which shall
not be sold or disposed of prior to their maturities.
All income and gain realized from any such investment
shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject
to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such
investments attributable to the investment of amounts
in respect of the Mortgage Loans shall be deposited in
the Custodial Account by the Master Servicer out of its
own funds immediately as realized.
(d) The Master Servicer shall give notice to the
Trustee and the Company of any change in the location
of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts;
Servicing Accounts.
(a) In those cases where a Subservicer is
servicing a Mortgage Loan pursuant to a Subservicing
Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally
satisfy the requirements of the Program Guide and be
otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required
thereby to deposit into the Subservicing Account on a
daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and
unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the
Master Servicer shall be deemed to have received such
monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the
Subservicing Account payments or collections in the
nature of prepayment charges or late charges or
assumption fees. On or before the date specified in
the Program Guide, but in no event later than the
Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to
remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by
such Subservicer that are required to be remitted to
the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to
advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on
any Mortgage Loans for which payment was not received
by the Subservicer. This obligation to advance with
respect to each Mortgage Loan will continue up to and
including the first of the month following the date on
which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by
deed in lieu of foreclosure or otherwise. All such
advances received by the Master Servicer shall be
deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required,
pursuant to the Subservicing Agreement, to remit to the
Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate on any
Curtailment received by such Subservicer in respect of
a Mortgage Loan from the related Mortgagor during any
month that is to be applied by the Subservicer to
reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from
the date of application of such Curtailment to the
first day of the following month. Any amounts paid by
a Subservicer pursuant to the preceding sentence shall
be for the benefit of the Master Servicer as additional
servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to,
establish and maintain one or more Servicing Accounts
and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the
Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the
extent permitted by the Program Guide or as is
otherwise acceptable to the Master Servicer, may also
function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the
Servicing Accounts may be made only to effect timely
payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if
applicable, or comparable items, to reimburse the
Master Servicer or Subservicer out of related
collections for any payments made pursuant to Sections
3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund
to any Mortgagors any sums as may be determined to be
overages, to pay interest, if required, to Mortgagors
on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of
this Agreement in accordance with Section 9.01 or in
accordance with the Program Guide. As part of its
servicing duties, the Master Servicer shall, and the
Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the
payments referred to in the preceding subsection that
are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or
other cost for which such payment is intended is due,
but the Master Servicer shall be required so to advance
only to the extent that such advances, in the good
faith judgment of the Master Servicer, will be
recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans.
In the event that compliance with this Section
3.09 shall make any Class of Certificates legal for
investment by federally insured savings and loan
associations, the Master Servicer shall provide, or
cause the Subservicers to provide, to the Trustee, the
Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the
documentation regarding the Mortgage Loans required by
applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge
but only upon reasonable request and during normal
business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such
representatives to photocopy any such documentation and
shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying
to the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage
Loans for the following purposes:
(i) to make deposits into the
Certificate Account in the amounts and in the
manner provided for in Section 4.01;
(ii) to reimburse itself or the related
Subservicer for previously unreimbursed advances
or expenses made pursuant to Sections 3.01, 3.08,
3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds,
Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07)
which represent (A) Late Collections of Monthly
Payments for which any such advance was made in
the case of Subservicer Advances or Advances
pursuant to Section 4.04 and (B) late recoveries
of the payments for which such advances were made
in the case of Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such
Subservicer) out of each payment received by the
Master Servicer on account of interest on a
Mortgage Loan as contemplated by Sections 3.14 and
3.16, an amount equal to that remaining portion of
any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if
not previously retained) which, when deducted,
will result in the remaining amount of such
interest being interest at the Net Mortgage Rate
on the amount specified in the amortization
schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the
period respecting which such interest was paid
after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income
earned on funds deposited in the Custodial Account
that it is entitled to withdraw pursuant to
Section 3.07(c);
(v) to pay to itself as additional
servicing compensation any Foreclosure Profits,
and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to
Section 3.08(b);
(vi) to pay to itself, a Subservicer, a
Seller, Residential Funding, the Company or any
other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired
in respect thereof that has been purchased or
otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received
thereon and not required to be distributed to
Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price
is determined;
(vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or
Advances in the manner and to the extent provided
in subsection (c) below or any Advance
reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company
for expenses incurred by and reimbursable to it or
the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise;
(ix) to reimburse itself for amounts expended
by it (a) pursuant to Section 3.14 in good faith
in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan
or disposition of an REO Property to the extent
not otherwise reimbursed pursuant to clause (ii)
or (viii) above; and
(x) to withdraw any amount deposited in
the Custodial Account that was not required to be
deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals
pursuant to clauses (ii), (iii), (v) and (vi), the
Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage
Loan, the Master Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage
Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such
clauses.
(c) The Master Servicer shall be entitled to
reimburse itself or the related Subservicer for any
advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable
Advance by withdrawal from the Custodial Account of
amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date
succeeding the date of such determination. Such right
of reimbursement in respect of a Nonrecoverable Advance
on any such Certificate Account Deposit Date shall be
limited to an amount not exceeding the portion of such
advance previously paid to Certificateholders (and not
theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary
Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit
any Subservicer to take, any action which would result
in non-coverage under any applicable Primary Insurance
Policy of any loss which, but for the actions of the
Master Servicer or Subservicer, would have been covered
thereunder. To the extent coverage is available, the
Master Servicer shall keep or cause to be kept in full
force and effect each such Primary Insurance Policy
until the principal balance of the related Mortgage
Loan secured by a Mortgaged Property is reduced to 80%
or less of the Appraised Value in the case of such a
Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%, provided that such
Primary Insurance Policy was in place as of the Cut-off
Date and the Company had knowledge of such Primary
Insurance Policy. In the event that the Company gains
knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of
80% and is not the subject of a Primary Insurance
Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in
excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that such a policy is
obtainable at a reasonable price. The Master Servicer
shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Nonsubserviced
Mortgage Loan, or consent to any Subservicer canceling
or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that
is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance
Policy for such canceled or non-renewed policy is
maintained with an insurer whose claims-paying ability
is acceptable to each Rating Agency for mortgage pass-
through certificates having a rating equal to or better
than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by
such Rating Agency.
(b) In connection with its activities as
administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present or to cause the
related Subservicer to present, on behalf of the Master
Servicer, the Subservicer, if any, the Trustee and
Certificateholders, claims to the Insurer under any
Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to
take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master Servicer under
any Primary Insurance Policies shall be deposited in
the Custodial Account, subject to withdrawal pursuant
to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be
maintained for each Mortgage Loan (other than a
Cooperative Loan) fire insurance with extended coverage
in an amount which is equal to the lesser of the
principal balance owing on such Mortgage Loan or 100
percent of the insurable value of the improvements;
provided, however, that such coverage may not be less
than the minimum amount required to fully compensate
for any loss or damage on a replacement cost basis. To
the extent it may do so without breaching the related
Subservicing Agreement, the Master Servicer shall
replace any Subservicer that does not cause such
insurance, to the extent it is available, to be
maintained. The Master Servicer shall also cause to be
maintained on property acquired upon foreclosure, or
deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative Loan), fire insurance with
extended coverage in an amount which is at least equal
to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard
insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such
policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property
or property thus acquired or amounts released to the
Mortgagor in accordance with the Master Servicer's
normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to
Section 3.10. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under
the Mortgage Loan, notwithstanding that the terms of
the Mortgage Loan so permit. Such costs shall be
recoverable by the Master Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds
and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be
required of any Mortgagor or maintained on property
acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such
additional insurance. When the improvements securing a
Mortgage Loan (other than a Cooperative Loan) are
located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard
area, the Master Servicer shall cause flood insurance
(to the extent available) to be maintained in respect
thereof. Such flood insurance shall be in an amount
equal to the lesser of (i) the amount required to
compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the
related Mortgaged Property under the national flood
insurance program (assuming that the area in which such
Mortgaged Property is located is participating in such
program).
In the event that the Master Servicer shall obtain
and maintain a blanket fire insurance policy with
extended coverage insuring against hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed
to have satisfied its obligations as set forth in the
first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer
shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section
3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable
under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next
preceding the Distribution Date which occurs in the
month following the month in which payments under any
such policy would have been deposited in the Custodial
Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself,
the Trustee and Certificateholders, claims under any
such blanket policy.
(b) The Master Servicer shall obtain and maintain
at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance
policy covering the Master Servicer's officers and
employees and other persons acting on behalf of the
Master Servicer in connection with its activities under
this Agreement. The amount of coverage shall be at
least equal to the coverage that would be required by
FNMA or FHLMC, whichever is greater, with respect to
the Master Servicer if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA
or FHLMC. In the event that any such bond or policy
ceases to be in effect, the Master Servicer shall
obtain a comparable replacement bond or policy from an
issuer or insurer, as the case may be, meeting the
requirements, if any, of the Program Guide and
acceptable to the Company. Coverage of the Master
Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy
the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by
the Mortgagor, the Master Servicer or Subservicer, to
the extent it has knowledge of such conveyance, shall
enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted
under applicable law and governmental regulations, but
only to the extent that such enforcement will not
adversely affect or jeopardize coverage under any
Required Insurance Policy. Notwithstanding the
foregoing:
(i) the Master Servicer shall not be
deemed to be in default under this Section 3.13(a)
by reason of any transfer or assumption which the
Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that
it is reasonably likely that any Mortgagor will
bring, or if any Mortgagor does bring, legal
action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in
any Mortgage Note or Mortgage, the Master Servicer
shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to
enforce any due-on-sale clause to the extent set forth
in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor,
and such Person is to enter into an assumption or
modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the
Trustee is required releasing the Mortgagor from
liability on the Mortgage Loan, the Master Servicer is
authorized, subject to the requirements of the sentence
next following, to execute and deliver, on behalf of
the Trustee, the assumption agreement with the Person
to whom the Mortgaged Property is to be conveyed and
such modification agreement or supplement to the
Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the
Mortgage Note or Mortgage or otherwise to comply with
any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person;
provided, however, none of such terms and requirements
shall both constitute a "significant modification"
effecting an exchange or reissuance of such Mortgage
Loan under the Code (or final, temporary or proposed
Treasury Regulations promulgated thereunder) and cause
either REMIC I or REMIC II to fail to qualify as such
under the Code. The Master Servicer shall execute and
deliver such documents only if it reasonably determines
that (i) its execution and delivery thereof will not
conflict with or violate any terms of this Agreement or
cause the unpaid balance and interest on the Mortgage
Loan to be uncollectible in whole or in part, (ii) any
required consents of insurers under any Required
Insurance Policies have been obtained and (iii)
subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will
continue to be secured by a first mortgage lien
pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage
Loan will fully amortize over the remaining term
thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will
be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on
the Mortgage Loan, such release will not (based on the
Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance
with the foregoing, the Trustee shall execute any
necessary instruments for such assumption or
substitution of liability as directed by the Master
Servicer. Upon the closing of the transactions
contemplated by such documents, the Master Servicer
shall cause the originals or true and correct copies of
the assumption agreement, the release (if any), or the
modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the
Custodian and deposited with the Mortgage File for such
Mortgage Loan. Any fee collected by the Master
Servicer or such related Subservicer for entering into
an assumption or substitution of liability agreement
will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(c) The Master Servicer or the related
Subservicer, as the case may be, shall be entitled to
approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting
of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged
Property or other similar matters if it has determined,
exercising its good faith business judgment in the same
manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely
and full collectability of, such Mortgage Loan would
not be adversely affected thereby and that neither
REMIC I nor REMIC II would fail to continue to qualify
as a REMIC under the Code as a result thereof. Any fee
collected by the Master Servicer or the related
Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(d) Subject to any other applicable terms and
conditions of this Agreement, the Trustee and Master
Servicer shall be entitled to approve an assignment in
lieu of satisfaction with respect to any Mortgage Loan,
provided the obligee with respect to such Mortgage Loan
following such proposed assignment provides the Trustee
and Master Servicer with a "Lender Certification for
Assignment of Mortgage Loan" in the form attached
hereto as Exhibit O, in form and substance satisfactory
to the Trustee and Master Servicer, providing the
following: (i) that the Mortgage Loan is secured by
Mortgaged Property located in a jurisdiction in which
an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage
recording taxes or otherwise comply with, or facilitate
a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is
intended to be, a refinancing of such Mortgage Loan and
that the form of the transaction is solely to comply
with, or facilitate the transaction under, such local
laws; (iii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at
least 0.25 percent below or above the rate of interest
on such Mortgage Loan prior to such proposed
assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage
Loan. Upon approval of an assignment in lieu of
satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal
to the unpaid principal balance of and accrued interest
on such Mortgage Loan and the Master Servicer shall
treat such amount as a Principal Prepayment in Full
with respect to such Mortgage Loan for all purposes
hereof.
Section 3.14. Realization Upon Defaulted
Mortgage Loans.
(a) The Master Servicer shall foreclose upon or
otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements
can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such
foreclosure or other conversion, the Master Servicer
shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or
advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required
or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect
hereunder if the Master Servicer is acting in
connection with any such foreclosure or other
conversion in a manner that is consistent with the
provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds
in connection with any foreclosure, or attempted
foreclosure which is not completed, or towards the
restoration of any property unless it shall determine
(i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage
Loan to Holders of Certificates of one or more Classes
after reimbursement to itself for such expenses and
(ii) that such expenses will be recoverable to it
through Liquidation Proceeds, Insurance Proceeds, or
REO Proceeds (respecting which it shall have priority
for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10, whether or not such expenses
are actually recoverable from related Liquidation
Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer
pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of its funds so
expended pursuant to Section 3.10. Concurrently with
the foregoing, the Master Servicer may pursue any
remedies that may be available in connection with a
breach of a representation and warranty with respect to
any such Mortgage Loan in accordance with Sections 2.03
and 2.04. However, the Master Servicer is not required
to continue to pursue both foreclosure (or similar
remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a
representation and warranty if the Master Servicer
determines in its reasonable discretion that one such
remedy is more likely to result in a greater recovery
as to the Mortgage Loan. Upon the occurrence of a Cash
Liquidation or REO Disposition, following the deposit
in the Custodial Account of all Insurance Proceeds,
Liquidation Proceeds and other payments and recoveries
referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed
by a Servicing Officer, the Trustee or any Custodian,
as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer
or assignment prepared by the Master Servicer, in each
case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may
be, the related Mortgage Loan, and thereafter such
Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of
this Agreement, in the Master Servicer's sole
discretion with respect to any defaulted Mortgage Loan
or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all
amounts expected by the Master Servicer to be received
in connection with the related defaulted Mortgage Loan
or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or any other
unscheduled collections or the amount of any Realized
Loss, the Master Servicer may take into account minimal
amounts of additional receipts expected to be received
or any estimated additional liquidation expenses
expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged
Property is acquired by REMIC I as an REO Property by
foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be issued to the Trustee
or to its nominee on behalf of Certificateholders.
Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO
Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage
Loan held in REMIC I until such time as the REO
Property shall be sold. Consistent with the foregoing
for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an
Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such
Mortgage Note and the related amortization schedule in
effect at the time of any such acquisition of title
(after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or
similar waiver or grace period) remain in effect.
(c) In the event that REMIC I acquires any REO
Property as aforesaid or otherwise in connection with a
default or imminent default on a Mortgage Loan, the
Master Servicer shall dispose of such REO Property
within two years after its acquisition by REMIC I for
purposes of Section 860G(a)(8) of the Code or, at the
expense of the Trust Fund, request, more than 60 days
before the day on which the two-year grace period would
otherwise expire, an extension of the two-year grace
period unless the Master Servicer obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee
and the Master Servicer, to the effect that the holding
by REMIC I of such REO Property subsequent to such two-
year period will not result in the imposition of taxes
on "prohibited transactions" as defined in Section 860F
of the Code or cause REMIC I to fail to qualify as a
REMIC at any time that any Uncertificated REMIC I
Regular Interests are outstanding, in which case REMIC
I may continue to hold such REO Property (subject to
any conditions contained in such Opinion of Counsel).
The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in
Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by REMIC I
shall be rented (or allowed to continue to be rented)
or otherwise used by or on behalf of REMIC I in such a
manner or pursuant to any terms that would (i) cause
such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject REMIC I to the imposition of
any federal income taxes on the income earned from such
REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer
has agreed to indemnify and hold harmless REMIC I with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage
Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO
Proceeds, will be applied in the following order of
priority: first, to reimburse the Master Servicer or
the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders to the
extent of accrued and unpaid interest on the Mortgage
Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate to the Due Date prior to the Distribution
Date on which such amounts are to be distributed;
third, to the Certificateholders as a recovery of
principal on the Mortgage Loan (or REO Property);
fourth, to all Servicing Fees and Subservicing Fees
payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies
with respect to such fees which result from the
foregoing allocation); and fifth, to Foreclosure
Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of
any Mortgage Loan, or upon the receipt by the Master
Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the
Master Servicer will immediately notify the Trustee (if
it holds the related Mortgage File) or the Custodian by
a certification of a Servicing Officer (which
certification shall include a statement to the effect
that all amounts received or to be received in
connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section
3.07 have been or will be so deposited), substantially
in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon
receipt of such certification and request, the Trustee
shall promptly release, or cause the Custodian to
release, the related Mortgage File to the Master
Servicer. The Master Servicer is authorized to execute
and deliver to the Mortgagor the request for
reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing
the lien of the Mortgage, together with the Mortgage
Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred in
connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the
Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing
Officer substantially in one of the forms attached as
Exhibit H hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to
the reason for such release and that such release will
not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required
Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to
deliver, the Mortgage File or any document therein to
the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released
to be returned to the Trustee, or the Custodian as
agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the
Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or (ii) the Mortgage
File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public
trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or
other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the
Master Servicer has delivered directly or through a
Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery.
In the event of the liquidation of a Mortgage Loan, the
Trustee shall deliver the Request for Release with
respect thereto to the Master Servicer upon deposit of
the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the
Trustee's behalf shall execute and deliver to the
Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents
necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action
brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the
Master Servicer shall deliver to the Trustee a
certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings
are required and that the execution and delivery
thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy
or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien
upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on
each Distribution Date the amounts provided for by
clauses (iii), (iv), (v) and (vi) of Section 3.10(a),
subject to clause (e) below. The amount of servicing
compensation provided for in such clauses shall be
accounted for on a Mortgage Loan-by-Mortgage Loan
basis. In the event that Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii))
in respect of a Cash Liquidation or REO Disposition
exceed the unpaid principal balance of such Mortgage
Loan plus unpaid interest accrued thereon (including
REO Imputed Interest) at the related Net Mortgage Rate,
the Master Servicer shall be entitled to retain
therefrom and to pay to itself and/or the related
Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form
of prepayment charges, assumption fees, late payment
charges, investment income on amounts in the Custodial
Account or the Certificate Account or otherwise shall
be retained by the Master Servicer or the Subservicer
to the extent provided herein, subject to clause (e)
below.
(c) The Master Servicer shall be required to pay,
or cause to be paid, all expenses incurred by it in
connection with its servicing activities hereunder
(including payment of premiums for the Primary
Insurance Policies, if any, to the extent such premiums
are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any
Custodian) and shall not be entitled to reimbursement
therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive
servicing compensation may not be transferred in whole
or in part except in connection with the transfer of
all of its responsibilities and obligations of the
Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein,
the amount of servicing compensation that the Master
Servicer shall be entitled to receive for its
activities hereunder for the period ending on each
Distribution Date shall be reduced (but not below zero)
by an amount equal to Compensating Interest (if any)
for such Distribution Date. Such reduction shall be
applied during such period as follows: first, to any
Servicing Fee or Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii);
second, to any income or gain realized from any
investment of funds held in the Custodial Account or
the Certificate Account to which the Master Servicer is
entitled pursuant to Sections 3.07(c) or 4.01(b),
respectively; and third, to any amounts of servicing
compensation to which the Master Servicer is entitled
pursuant to Section 3.10(a)(v) or (vi). In making such
reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing
all or a portion of the Servicing Fee to which it is
entitled pursuant to Section 3.10(a)(iii); (ii) will
not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled
pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee
and the Company.
Not later than fifteen days after each
Distribution Date, the Master Servicer shall forward to
the Trustee and the Company a statement, certified by a
Servicing Officer, setting forth the status of the
Custodial Account as of the close of business on such
Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement,
the aggregate of deposits in or withdrawals from the
Custodial Account in respect of the Mortgage Loans for
each category of deposit specified in Section 3.07 and
each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company
and the Trustee on or before March 31 of each year,
beginning with the first March 31 that occurs at least
six months after the Cut-off Date, an Officers'
Certificate stating, as to each signer thereof, that
(i) a review of the activities of the Master Servicer
during the preceding calendar year and of its
performance under the pooling and servicing agreements,
including this Agreement, has been made under such
officers' supervision, (ii) to the best of such
officers' knowledge, based on such review, the Master
Servicer has fulfilled all of its material obligations
in all material respects throughout such year, or, if
there has been a default in the fulfillment in all
material respects of any such obligation relating to
this Agreement, specifying each such default known to
such officer and the nature and status thereof and
(iii) to the best of such officers' knowledge, each
Subservicer has fulfilled its material obligations
under its Subservicing Agreement in all material
respects, or if there has been a material default in
the fulfillment of such obligations relating to this
Agreement, specifying such default known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public
Accountants' Servicing Report.
On or before March 31 of each year, beginning with
the first March 31 that occurs at least six months
after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of Independent public
accountants which is a member of the American Institute
of Certified Public Accountants to furnish a statement
to the Company and the Trustee to the effect that such
firm has examined certain documents and records
relating to the servicing of the mortgage loans under
pooling and servicing agreements (including this
Agreement) substantially similar one to another (such
statement to have attached thereto a schedule setting
forth the pooling and servicing agreements covered
thereby, including this Agreement) and that, on the
basis of such examination conducted substantially in
compliance with the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages
serviced for FHLMC, such servicing has been conducted
in compliance with such pooling and servicing
agreements except for such significant exceptions or
errors in records that, in the opinion of such firm,
the Uniform Single Audit Program for Mortgage Bankers
or the Audit Program for Mortgages serviced for FHLMC
requires it to report. In rendering such statement,
such firm may rely, as to matters relating to direct
servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted
substantially in compliance with the Uniform Single
Audit Program for Mortgage Bankers or the Audit Program
for Mortgages serviced for FHLMC (rendered within one
year of such statement) of Independent public
accountants with respect to the related Subservicer.
For purposes of such statement, such firm may
conclusively assume that all pooling and servicing
agreements among the Company, the Master Servicer and
the Trustee relating to Mortgage Pass-Through
Certificates evidencing an interest in first mortgage
loans are substantially similar one to another except
for any such pooling and servicing agreement which, by
its terms, specifically states otherwise.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon
reasonable notice, during normal business hours access
to all records maintained by the Master Servicer in
respect of its rights and obligations hereunder and
access to officers of the Master Servicer responsible
for such obligations. Upon request, the Master
Servicer shall furnish the Company with its most recent
financial statements and such other information as the
Master Servicer possesses regarding its business,
affairs, property and condition, financial or
otherwise. The Master Servicer shall also cooperate
with all reasonable requests for information including,
but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the
Certificates from any Person or Persons identified by
the Company or Residential Funding. The Company may,
but is not obligated to, enforce the obligations of the
Master Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder
or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not
be relieved of any of its obligations hereunder by
virtue of such performance by the Company or its
designee. The Company shall not have any
responsibility or liability for any action or failure
to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under
this Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan,
the Subservicer has deposited Buydown Funds in an
account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The
Master Servicer shall cause the Subservicing Agreement
to require that upon receipt from the Mortgagor of the
amount due on a Due Date for each Buydown Mortgage
Loan, the Subservicer will withdraw from the Buydown
Account the predetermined amount that, when added to
the amount due on such date from the Mortgagor, equals
the full Monthly Payment and transmit that amount in
accordance with the terms of the Subservicing Agreement
to the Master Servicer together with the related
payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan
prepays such loan in its entirety during the period
(the "Buydown Period") when Buydown Funds are required
to be applied to such Buydown Mortgage Loan, the
Subservicer shall be required to withdraw from the
Buydown Account and remit any Buydown Funds remaining
in the Buydown Account in accordance with the related
buydown agreement. The amount of Buydown Funds which
may be remitted in accordance with the related buydown
agreement may reduce the amount required to be paid by
the Mortgagor to fully prepay the related Mortgage
Loan. If the Mortgagor on a Buydown Mortgage Loan
defaults on such Mortgage Loan during the Buydown
Period and the property securing such Buydown Mortgage
Loan is sold in the liquidation thereof (either by the
Master Servicer or the insurer under any related
Primary Insurance Policy), the Subservicer shall be
required to withdraw from the Buydown Account the
Buydown Funds for such Buydown Mortgage Loan still held
in the Buydown Account and remit the same to the Master
Servicer in accordance with the terms of the
Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay
to the insurer under any related Primary Insurance
Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred
in respect of such default. Any amount so remitted
pursuant to the preceding sentence will be deemed to
reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee
shall establish and maintain a Certificate Account in
which the Master Servicer shall cause to be deposited
on behalf of the Trustee on or before 2:00 P.M. New
York time on each Certificate Account Deposit Date by
wire transfer of immediately available funds an amount
equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required
to be deposited in the Certificate Account pursuant to
Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount
required to be paid pursuant to Section 9.01 and (v)
all other amounts constituting the Available
Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from
the Master Servicer, invest or cause the institution
maintaining the Certificate Account to invest the funds
in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit
of the Certificateholders, which shall mature not later
than the Business Day next preceding the Distribution
Date next following the date of such investment (except
that (i) any investment in the institution with which
the Certificate Account is maintained may mature on
such Distribution Date and (ii) any other investment
may mature on such Distribution Date if the Trustee
shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such
investment on such Distribution Date, pending receipt
thereof to the extent necessary to make distributions
on the Certificates) and shall not be sold or disposed
of prior to maturity. Subject to Section 3.16(e), all
income and gain realized from any such investment shall
be for the benefit of the Master Servicer and shall be
subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any
such investments shall be deposited in the Certificate
Account by the Master Servicer out of its own funds
immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date the Master Servicer
on behalf of the Trustee or the Paying Agent appointed
by the Trustee, shall distribute to the Master
Servicer, in the case of a distribution pursuant to
Section 4.02(a)(iii), the amount required to be
distributed to the Master Servicer or a Subservicer
pursuant to Section 4.02(a)(iii), and to each
Certificateholder of record on the next preceding
Record Date (other than as provided in Section 9.01
respecting the final distribution) either in
immediately available funds (by wire transfer or
otherwise) to the account of such Certificateholder at
a bank or other entity having appropriate facilities
therefor, if such Certificateholder has so notified the
Master Servicer or the Paying Agent, as the case may
be, or, if such Certificateholder has not so notified
the Master Servicer or the Paying Agent by the Record
Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate
Register such Certificateholder's share (based on the
aggregate of the Percentage Interests represented by
Certificates of the applicable Class held by such
Holder) of the following amounts, in the following
order of priority (subject to the provisions of Section
4.02(b)), in each case to the extent of the Available
Distribution Amount:
(i) to the Class A Certificateholders (other
than the Class A-9 Certificateholders, to the
extent of Class A-9 Component C) 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-10 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 Component C
Principal Distribution Amount (applied to reduce
the amount of Class A-9 Component C); and
(Y) to the Class A Certificateholders (other
than the Class A-9 Certificates, to the extent of
Class A-9 Component B, Class A-11 and Class A-12
Certificateholders) and Class R
Certificateholders, in the priorities and amounts
set forth in Section 4.02(b)(ii)-(vii) and (c),
the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A or
Class R Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the
following:
(1) the principal portion of each
Monthly Payment due during the related
Due Period on each Outstanding Mortgage
Loan (other than the related Discount
Fraction of the principal portion of
such payment with respect to a Discount
Mortgage Loan), whether or not received
on or prior to the related Determination
Date, minus the principal portion of any
Debt Service Reduction (other than the
related Discount Fraction of the
principal portion of such Debt Service
Reductions with respect to each Discount
Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance
of any Mortgage Loan repurchased during
the related Prepayment Period (or deemed
to have been so repurchased in
accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or
4.07 and the amount of any shortfall
deposited in the Custodial Account in
connection with the substitution of a
Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related
Prepayment Period (other than the
related Discount Fraction of such Stated
Principal Balance or shortfall with
respect to a Discount Mortgage Loan);
and
(3) the principal portion of all
other unscheduled collections (other
than Principal Prepayments in Full and
Curtailments and amounts received in
connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(Y)(B),
including without limitation Insurance
Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related
Prepayment Period (or deemed to have
been so received in accordance with
Section 3.07(b)) to the extent applied
by the Master Servicer as recoveries of
principal of the related Mortgage Loan
pursuant to Section 3.14 (other than the
related Discount Fraction of the
principal portion of such unscheduled,
collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan
for which a Cash Liquidation or a REO
Disposition occurred during the related
Prepayment Period (or was deemed to have
occurred during such period in accordance
with Section 3.07(b)) and did not result in
any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the
lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the
related Discount Fraction of such Stated
Principal Balance, with respect to a Discount
Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution
Date times the related unscheduled
collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and
REO Proceeds) to the extent applied by the
Master Servicer as recoveries of principal of
the related Mortgage Loan pursuant to Section
3.14 (in each case other than the portion of
such unscheduled collections, with respect to
a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times
the aggregate of all Principal Prepayments in
Full and Curtailments received in the related
Prepayment Period (other than the related
Discount Fraction of such Principal
Prepayments in Full and Curtailments, with
respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal
Amount for such Distribution Date;
(E) if such Distribution Date is on or
prior to the Accretion Termination Date, the
Accrued Certificate Interest on the Class A-
10 Certificates that would otherwise be
distributed to the Class A-10 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 Component C
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of
Sections 4.02(a)(vii), (ix), (xi), (xiii), (xv)
and (xvii) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of
the Class M-1 Certificates;
(vi) to the Holders of the Class M-2
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(vii) to the Holders of the Class M-2
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 Component C Collection
Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections
4.02(a)(ix), (xi), (xiii), (xv) and (xvii) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(ix) to the Holders of the Class M-3
Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date
minus (y) the amount of any Class A-9 Component C
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of
Sections 4.02(a)(xi), (xiii), (xv) and (xvii) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-3
Certificates;
(x) to the Holders of the Class B-1
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(xi) to the Holders of the Class B-1
Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date
minus (y) the amount of any Class A-9 Component C
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of
Sections 4.02(a)(xiii), (xv) and (xvii) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-1
Certificates;
(xii) to the Holders of the Class B-2
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(xiii) to the Holders of the Class B-2
Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date
minus (y) the amount of any Class A-9 Component C
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of
Sections 4.02(a)(xv) and (xvii) are insufficient
therefor, applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3
Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except
as provided below;
(xv) to the Holders of the Class B-3
Certificates, an amount equal to (x) the
Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date
minus (y) the amount of any Class A-9 Component C
Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of
Section 4.02(a) (xvii) are insufficient therefor,
applied in reduction of the Certificate Principal
Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders
(other than the Class A-11 and Class A-12
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-11 and Class
A-12 Certificates) and Class R Certificates have
been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class M
Certificates, but in no event more than the
outstanding Certificate Principal Balance of each
such Class of Class M Certificates; and thereafter
to each such Class of Class B Certificates then
outstanding beginning with such Class with the
lowest numerical designation, any portion of the
Available Distribution Amount remaining after the
Class M Certificates have been retired, applied to
reduce the Certificate Principal Balance of each
such Class of Class B Certificates, but in no
event more than the outstanding Certificate
Principal Balance of each such Class of Class B
Certificates; and
(xvii) to the Class R-I
Certificateholders, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution
Date, with respect to the Class of Class B Certificates
outstanding on such Distribution Date with the highest
numerical designation, or in the event the Class B
Certificates are no longer outstanding, the Class of
Class M Certificates then outstanding with the highest
numerical designation, or in the event the Class B
Certificates and Class M Certificates are no longer
outstanding, the Class A and Class R Certificates,
Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date will be
distributable only to the extent that such unpaid
Accrued Certificate Interest was attributable to
interest shortfalls relating to Nonrecoverable Advances
as determined by the Master Servicer with respect to
the related Mortgage Loan where such Mortgage Loan has
not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A
Certificates (other than the Class A-9 Certificates, to
the extent of Class A-9 Component B and the Class A-11
and Class A-12 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, to the extent of Class A-9 Component
C, until the amount thereof is reduced to zero, an
amount (the "Class A-9 Component C Principal
Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of
the principal portion of each Monthly Payment
on each Discount Mortgage Loan due during the
related Due Period, whether or not received
on or prior to the related Determination
Date, minus the Discount Fraction of the
principal portion of any related Debt Service
Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy
Amount;
(B) the related Discount Fraction of
the principal portion of all unscheduled
collections on each Discount Mortgage Loan
received during the preceding calendar month
(other than amounts received in connection
with a Cash Liquidation or REO Disposition of
a Discount Mortgage Loan described in clause
(C) below), including Principal Prepayments
in Full, Curtailments and repurchases
(including deemed repurchases under Section
3.07(b)) of Discount Mortgage Loans (or, in
the case of a substitution of a Deleted
Mortgage Loan, the Discount Fraction of the
amount of any shortfall deposited in the
Custodial Account in connection with such
substitution;
(C) in connection with the Final
Disposition of a Discount Mortgage Loan that
did not result in any Excess Special Hazard
Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an
amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage
Loan immediately prior to such Distribution
Date and (2) the aggregate amount of the
Discount Portion of the collections on such
Mortgage Loan to the extent applied as
recoveries of principal;
(D) any amounts allocable to principal
for any previous Distribution Date
(calculated pursuant to clauses (A) through
(C) above) that remain undistributed; and
(E) the amount of any Class A-9
Component C Collection Shortfalls for such
Distribution Date and the amount of any Class
A-9 Component C Collection Shortfalls
remaining unpaid for all previous
Distribution Dates, but only to the extent of
the Eligible Funds for such Distribution
Date;
(ii) the Senior Principal Distribution Amount
less the Accrual Distribution Amount (the
"Adjusted Senior Principal Distribution Amount")
shall be distributed to the Class R-I Certificates
and Class R-II Certificates, concurrently, with
the amount to be distributed allocated to the
Class R-I Certificates and Class R-II Certificates
on a pro rata basis in proportion to their
respective Certificate Principal Balances, in
reduction of the Certificate Principal Balances of
such Certificates, until their respective
Certificate Principal Balances are reduced to
zero;
(iii) an amount equal to the lesser of
(1) the balance of the Adjusted Senior Principal
Distribution Amount remaining after the
distribution, if any, described in clause (ii)
above and (2) the aggregate amount (the "PAC I
Principal Amount") necessary to reduce the
outstanding Certificate Principal Balances of the
Class A-1, Class A-2 and Class A-3 Certificates to
the respective Planned Principal Balances of each
such Class for such Distribution Date, shall be
distributed in reduction of the Certificate
Principal Balances of the classes set forth below
as follows:
(A) first, 60% and 40% of the PAC I
Principal Amount concurrently to the Class A-
1 Certificates and Class A-2 Certificates,
respectively, until the Certificate Principal
Balance of the Class A-1 Certificates has
been reduced to its Planned Principal
Balances;
(B) second, 40% and 60% of the PAC I
Principal Amount concurrently to the Class A-
2 Certificates and Class A-3 Certificates,
respectively, until the Certificate Principal
Balances of the Class A-2 Certificates and
Class A-3 Certificates have been reduced to
their Planned Principal Balances;
(iv) an amount equal to the lesser of (1) the
balance of the Adjusted Senior Principal
Distribution Amount remaining after the
distributions described in clauses (ii) and (iii)
above and (2) the aggregate amount (the "PAC II
Principal Amount") necessary to reduce the
outstanding amount of the Class A-8 Component A
and the Certificate Principal Balances of the
Class A-4, Class A-5 and Class A-6 Certificates to
the respective Planned Principal Balances of each
such Component or Class for such Distribution
Date, shall be distributed in reduction of the
amount of Class A-8 Component A and the
Certificate Principal Balances of the Classes set
forth below as follows:
(A) first, to the Class A-8
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-8
Component A, until the amount of Class A-8
Component A has been reduced to its Planned
Principal Balance;
(B) second, to the Class A-4
Certificates, until the Certificate Principal
Balance thereof has been reduced to its
Planned Principal Balance;
(C) third, to the Class A-5
Certificates, until the Certificate Principal
Balance thereof has been reduced to its
Planned Principal Balance; and
(D) fourth, to the Class A-6
Certificates, until the Certificate Principal
Balance thereof has been reduced to its
Planned Principal Balance;
(v) an amount equal to the Accrual
Distribution Amount shall be distributed as
follows:
(A) first, pro rata to the Class A-8
Certificates, with the amounts so distributed
to be allocated in reduction of the Class A-8
Component B, and the Class A-7 Certificates,
without regard to their Targeted Principal
Balances, until the amount and Certificate
Principal Balance thereof have been reduced
to zero; and
(B) second, to the Class A-9
Certificates, with the amounts so distributed
to be allocated in reduction of the Class A-9
Component A, without regard to its Targeted
Principal Balance, until the amount thereof
has been reduced to zero;
(vi) an amount equal to the lesser of (1) the
Adjusted Senior Principal Distribution Amount
remaining after the distributions, if any,
described in clauses (ii), (iii) and (iv) above
and (2) the aggregate amount, if any, after giving
effect to the distribution of the Accrual
Distribution Amount pursuant to clause (v) above,
necessary to reduce the outstanding amounts of
Class A-8 Component B and Class A-9 Component A
and the Certificate Principal Balance of the Class
A-7 Certificates to their respective Targeted
Principal Balances of each such component or class
for such Distribution Date (together with the
Accrual Distribution Amount, the "TAC Principal
Amount"), shall be distributed in reduction of
the amounts of Class A-8 Component B and Class A-9
Component A and the Certificate Principal Balance
of the Class A-7 Certificates as follows;
(A) first, pro rata to the Class A-8
Certificates, with the amounts so distributed
to be allocated in reduction of the Class A-8
Component B, and the Class A-7 Certificates,
until the amount of the Class A-8 Component B
and the Certificate Principal Balance of the
Class A-7 Certificates have been reduced to
their Targeted Principal Balances; and
(B) second, to the Class A-9
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-9
Component A, until the amount of Class A-9
Component A has been reduced to its Targeted
Principal Balance; 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 Class A-10
Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(B) second, pro rata to the Class A-8
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-8
Component B, and the Class A-7 Certificates,
without regard to the Targeted Principal
Balances thereof, until the amount of Class
A-8 Component B and the Certificate Principal
Balance of the Class A-7 Certificates have
been reduced to zero;
(C) third, to the Class A-9
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-9
Component A, without regard to the Targeted
Principal Balance thereof, until the amount
of Class A-9 Component A has been reduced to
zero;
(D) fourth, to the Class A-8
Certificates, with the amounts so distributed
to be allocated in reduction of Class A-8
Component A, without regard to the Planned
Principal Balance thereof, until the amount
of Class A-8 Component A has been reduced to
zero;
(E) fifth, to the Class A-4
Certificates, without regard to the Planned
Principal Balance thereof, until the
Certificate Principal Balance thereof has
been reduced to zero;
(F) sixth, to the Class A-5
Certificates, without regard to the Planned
Principal Balance thereof, until the
Certificate Principal Balance thereof has
been reduced to zero;
(G) seventh, to the Class A-6
Certificates, without regard to the Planned
Principal Balance thereof, until the
Certificate Principal Balance thereof has
been reduced to zero;
(H) eighth, 60% and 40%, concurrently,
to the Class A-1 Certificates and Class A-2
Certificates, respectively, without regard to
the Planned Principal Balances thereof, until
the Certificate Principal Balance of the
Class A-1 Certificates has been reduced to
zero; and
(I) ninth, 40% and 60% concurrently to
the Class A-2 Certificates and Class A-3
Certificates, respectively, without regard to
the Planned Principal Balances thereof, until
the Certificate Principal Balances thereof
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, to
the extent of Class A-9 Component C) 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, to the
extent of Class A-9 Component C, and the Senior
Principal Distribution Amount will be distributed to
the Class A Certificates (other than the Class A-9
Certificates, to the extent of Class A-9 Component C)
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-10 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-10 Certificates for such Distribution Date
will be paid in respect of the Class A-10 Certificates
to the Holders of the Class A-10 Certificates. On and
after the Accretion Termination Date, the entire amount
of Accrued Certificate Interest on the Class A-10
Certificates for such Distribution Date shall be
payable in respect of Class A-10 Certificates to the
Holders of the Class A-10 Certificates to the extent
not required to fully retire the Class A-7 Certificates
or reduce the amounts of Class A-8 Component B or Class
A-9 Component A to zero on such Accretion Termination
Date. Any such Accrued Certificate Interest on the
Class A-10 Certificates which is required to be paid to
the holders of the Class A-7 Certificates, Class A-8
Certificates (to the extent of Class A-8 Component B)
and Class A-9 Certificates (to the extent of Class A-9
Component A) on the Accretion Termination Date will be
added to the Certificate Principal Balance of the Class
A-10 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-12 Certificates for such Distribution Date, and
the Notional Amounts of Class A-9 Component B and
the Class A-11 and Class A-12 Certificates 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, to the
extent of Class A-9 Component C, 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 to the extent of
Class A-9 Component C) 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, to the extent
of Class A-9 Component C) 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, to the extent of Class A-9 Component
C), 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-10
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-8 Certificates to be allocated to Class
A-8 Component A and Class A-8 Component B on a pro rata
basis, and any amount so allocated to the Class A-9
Certificates (other than amounts so allocated in
respect of the Discount Portion of the Discount
Mortgage Loans, which shall be allocated to Class A-9
Component C) to be allocated to Class A-9 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-6, Class A-7,
Class A-8, Class A-10, Class M-1, Class M-2, Class
M-3, Class B-1, Class B-2, Class B-3 and Class R-
II Certificates and Class A-9 Component A and
Class A-9 Component C 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 R, (ii) Uncertificated REMIC I
Regular Interest S, (iii) Uncertificated REMIC I
Regular Interest T, (iv) Uncertificated REMIC I Regular
Interest U, (v) Uncertificated REMIC I Regular Interest
V, (vi) Uncertificated REMIC I Regular Interest W,
(vii) Uncertificated REMIC I Regular Interest X and
(viii) 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-3 Certificates, (iv) Class
A-4 Certificates, (v) Class A-5 Certificates, (vi)
Class A-6 Certificates, (vii) Class A-9 Component C,
and (viii) Class A-7, Class A-8, Class A-10, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-II Certificates and Class A-9 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 R Distribution
Amount, Uncertificated REMIC I Regular Interest S
Distribution Amount, Uncertificated REMIC I Regular
Interest T Distribution Amount, 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 R;
Realized Losses allocated to the Class A-2 Certificates
under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest S; Realized
Losses allocated to the Class A-3 Certificates under
Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest T, Realized
Losses allocated to the Class A-4 Certificates under
Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest U; Realized
Losses allocated to the Class A-5 Certificates under
Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest V; Realized
Losses allocated to the Class A-6 Certificates under
Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest W; Realized
Losses allocated to the Class A-9 Component C under
Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest X, Realized
Losses allocated to the Class A-7, Class A-8, Class A-
9, (to the extent of all of the Components thereof
other than Class A-9 Component C), Class A-10, 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-12 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, Class
A-11, Class A-12 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-12 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-11, Class A-
12, 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-9, Class M-1, 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-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-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-9 $250,857.35
Class M-1 $250,628.00
Class M-2 $250,831.00
Class M-3 $250,831.00
Class B-1 $250,945.00
Class B-2 $250,952.00
Class B-3 $250,934.64
The Class A-11 Certificates shall be issuable in
minimum denominations of a Notional Amount of
$513,280.00 and multiples of $1 in excess thereof. The
Class A-12, 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-9 Certificates and Class A-12 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-9 Certificates and Class A-12 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-9, 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-9, Class M or Class B
Certificate shall be made unless such transfer, sale,
pledge or other disposition is exempt from the
registration requirements of the Securities Act of
1933, as amended, and any applicable state securities
laws or is made in accordance with said Act and laws.
Except as provided in Section 5.02(e), in the event
that a transfer of a Class A-9, Class M or Class B
Certificate is to be made either (i)(A) the Trustee
shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the
Trustee and the Company that such transfer may be made
pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the
Trustee, the Company or the Master Servicer and (B) the
Trustee shall require the transferee to execute a
representation letter, substantially in the form of
Exhibit J hereto, and the Trustee shall require the
transferor to execute a representation letter,
substantially in the form of Exhibit K hereto, each
acceptable to and in form and substance satisfactory to
the Company and the Trustee certifying to the Company
and the Trustee the facts surrounding such transfer,
which representation letters shall not be an expense of
the Trustee, the Company or the Master Servicer or (ii)
the prospective transferee of such a Certificate shall
be required to provide the Trustee, the Company and the
Master Servicer with an investment letter substantially
in the form of Exhibit L attached hereto (or such other
form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an
expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that,
among other things, such transferee (A) is a "qualified
institutional buyer" as defined under Rule 144A, acting
for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and
(B) is aware that the proposed transferor intends to
rely on the exemption from registration requirements
under the Securities Act of 1933, as amended, provided
by Rule 144A. The Holder of any such Certificate
desiring to effect any such transfer, sale, pledge or
other disposition shall, and does hereby agree to,
indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar against any liability
that may result if the transfer, sale, pledge or other
disposition is not so exempt or is not made in
accordance with such federal and state laws.
(e) The first transfer of any Class A-9 or Class
M Certificate by the first Holder that is not an
Affiliate of the Company may only be made if the
prospective transferee of such a Certificate provides
the Trustee, the Company and the Master Servicer with
an investment letter substantially in the form of
Exhibit L attached hereto (or such other form as the
Company in its sole discretion deems acceptable), which
investment letter shall not be an expense of the
Trustee, the Company or the Master Servicer; provided,
however, that notwithstanding the foregoing, the
transferees of the Class A-9, Class M-1, Class M-2 and
Class M-3 Certificates in the aggregate who purchased
from the first Holder that was not an Affiliate of the
Company may include three institutional accredited
investors who purchased in compliance with Section
5.02(d)(i). Such transfers shall be deemed to have
complied with the requirements of Section 5.02(d). The
Holder of such a Certificate desiring to effect such
transfer does hereby agree to indemnify the Trustee,
the Company, the Master Servicer and the Certificate
Registrar against any liability that may result if
transfer is not made in accordance with this Agreement.
Each Holder of such a Certificate on the Closing Date
does hereby agree that it will comply with the
requirements of this Section 5.02(e) in connection with
the transfer of any such Certificate.
(f) In the case of any Class M 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-9
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-9 Certificates, Class M
Certificates and Class B Certificates, that such
Certificates shall be delivered to the Trustee no
later than 30 days following the anticipated Final
Distribution Date.
If the Master Servicer or the Company, as applicable,
is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Certificate
Registrar at the time such notice is given to
Certificateholders. In the event such notice is given
by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit
in the Certificate Account before the Final
Distribution Date in immediately available funds an
amount equal to the purchase price for the assets of
the Trust Fund computed as above provided.
(c) In the case of the Class A Certificates
(other than the Class A-9 Certificates) and the Class R
Certificates, upon presentation and surrender of the
Certificates by the Certificateholders thereof, and in
the case of the Class A-9, Class M and Class B
Certificates, without any such presentation, the
Trustee shall distribute to the Certificateholders (i)
the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's
or the Company's election to repurchase, or (ii) if the
Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with
respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued
Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth
in Section 4.02(a), and (B) with respect to the Class R
Certificates, any excess of the amounts available for
distribution (including the repurchase price specified
in clause (ii) of subsection (a) of this Section) over
the total amount distributed under the immediately
preceding clause (A). Each Holder of a Class A-9,
Class M or Class B Certificate, by its acceptance
thereof, shall be deemed to agree to, and shall,
deliver such Certificates held by such Holder to the
Trustee no later than 30 days following receipt of the
final distribution in respect thereof.
(d) In the event that any Certificateholders
shall not surrender their Certificates for final
payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof),
the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining
Certificateholders by depositing such funds in a
separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the
Company, as applicable (if it exercised its right to
purchase the assets of the Trust Fund), or the Trustee
(in any other case) shall give a second written notice
to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final
distribution with respect thereto. If within six
months after the second notice any Certificate shall
not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of
their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets
which remain in the escrow account. If within nine
months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee
shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as
applicable, shall thereafter hold such amounts until
distributed to such holders. No interest shall accrue
or be payable to any Certificateholder on any amount
held in the escrow account or by the Master Servicer or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance
with this Section 9.01.
Section 9.02. Termination of REMIC II.
REMIC II shall be terminated on the earlier of the
Final Distribution Date and the date on which it is
deemed to receive the last deemed distributions on the
Uncertificated REMIC I Regular Interests and the last
distribution due on the Class A, Class M, Class B and
Class R-II Certificates is made.
Section 9.03. Additional Termination
Requirements.
(a) REMIC I and REMIC II, as the case may be,
shall be terminated in accordance with the following
additional requirements, unless the Trustee and the
Master Servicer have received an Opinion of Counsel
(which Opinion of Counsel shall not be an expense of
the Trustee) to the effect that the failure of REMIC I
or REMIC II, as the case may be, to comply with the
requirements of this Section 9.03 will not (i) result
in the imposition on the Trust of taxes on "prohibited
transactions," as described in Section 860F of the
Code, or (ii) cause either REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate
is outstanding:
(i) The Master Servicer shall establish
a 90-day liquidation period for REMIC I or REMIC
II, as the case may be, and specify the first day
of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury
regulations Section 1.860F-1. The Master Servicer
also shall satisfy all of the requirements of a
qualified liquidation for REMIC I or REMIC II, as
the case may be, under Section 860F of the Code
and regulations thereunder;
(ii) The Master Servicer shall notify the
Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of
making of the final payment on the Certificates,
the Trustee shall sell or otherwise dispose of all
of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii) If the Master Servicer is
exercising its right to purchase the assets of the
Trust Fund, the Master Servicer shall, during the
90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the
assets of the Trust Fund for cash; provided,
however, that in the event that a calendar quarter
ends after the commencement of the 90-day
liquidation period but prior to the Final
Distribution Date, the Master Servicer shall not
purchase any of the assets of the Trust Fund prior
to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee
hereby irrevocably approves and appoints the Master
Servicer as its attorney-in-fact to adopt a plan of
complete liquidation for REMIC I and REMIC II at the
expense of the Trust Fund in accordance with the terms
and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The Master Servicer shall make an election to
treat each of REMIC I and REMIC II as a REMIC under the
Code and, if necessary, under applicable state law.
Each such election will be made on Form 1066 or other
appropriate federal tax or information return
(including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the
calendar year in which the Certificates are issued.
For the purposes of the REMIC I election in respect of
the Trust Fund, Uncertificated REMIC I Regular
Interests shall be designated as the "regular
interests" and the Class R-I Certificates shall be
designated as the sole class of "residual interest" in
REMIC I. For the purposes of the REMIC II election in
respect of the Trust Fund, the Class A (other than the
Class A-9 Certificates and Class A-12 Certificates),
Class M Certificates, Class B Certificates, Class A-9
Component A, Class A-9 Component B, Class A-9 Component
C 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 June 25, 2025, which is the
Distribution Date immediately following the latest
scheduled maturity of any Mortgage Loan. The Maturity
Date for each uncertificated REMIC I Regular Interest Z
and Uncertificated REMIC II Regular Interest is the
maturity date for the related Mortgage Loan.
(l) Within 30 days after the Closing Date, the
Master Servicer shall prepare and file with the
Internal Revenue Service Form 8811, "Information Return
for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" for
REMIC I and REMIC II.
(m) Neither the Trustee nor the Master Servicer
shall sell, dispose of or substitute for any of the
Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu
of foreclosure, (ii) the bankruptcy of REMIC I and
REMIC II, (iii) the termination of REMIC I and REMIC II
pursuant to Article IX of this Agreement or (iv) a
purchase of Mortgage Loans pursuant to Article II or
III of this Agreement) nor acquire any assets for REMIC
I and REMIC II, nor sell or dispose of any investments
in the Custodial Account or the Certificate Account for
gain, nor accept any contributions to REMIC I and REMIC
II after the Closing Date unless it has received an
Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect
adversely the status of REMIC I and REMIC II as REMICs
or (b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against
such tax, cause REMIC I and REMIC II to be subject to a
tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust
Fund, the Company and the Master Servicer for any taxes
and costs including, without limitation, any reasonable
attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result
of a breach of the Trustee's covenants set forth in
Article VIII or this Article X.
(b) The Master Servicer agrees to indemnify the
Trust Fund, the Company and the Trustee for any taxes
and costs (including, without limitation, any
reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company or the Trustee, as a result
of a breach of the Master Servicer's covenants set
forth in this Article X or in Article III with respect
to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the
Master Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may
be amended from time to time by the Company, the Master
Servicer and the Trustee, without the consent of any of
the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions
herein or therein, which may be inconsistent with
any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any
of its provisions to such extent as shall be
necessary to maintain the qualification of the
Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize
the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim
against the Trust Fund, provided that the Trustee
has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to
maintain such qualification or to avoid or
minimize the risk of the imposition of any such
tax and (B) such action will not adversely affect
in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of
deposits into the Custodial Account or the
Certificate Account or to change the name in which
the Custodial Account is maintained, provided that
(A) the Certificate Account Deposit Date shall in
no event be later than the related Distribution
Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any
material respect the interests of any
Certificateholder and (C) such change shall not
result in a reduction of the rating assigned to
any Class of Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced
by a letter from each Rating Agency to such
effect,
(v) to modify, eliminate or add to the
provisions of Section 5.02(g) or any other
provision hereof restricting transfer of the Class
R-I Certificates and Class R-II Certificates by
virtue of their being the "residual interests" in
REMIC I and REMIC II, respectively, provided that
(A) such change shall not result in reduction of
the rating assigned to any such Class of
Certificates below the lower of the then-current
rating or the rating assigned to such Certificates
as of the Closing Date, as evidenced by a letter
from each Rating Agency to such effect, and (B)
such change shall not, as evidenced by an Opinion
of Counsel (at the expense of the party seeking so
to modify, eliminate or add such provisions),
cause either the Trust Fund or any of the
Certificateholders (other than the transferor) to
be subject to a federal tax caused by a transfer
to a Person that is not a Permitted Transferee, or
(vi) to make any other provisions with
respect to matters or questions arising under this
Agreement or such Custodial Agreement which shall
not be materially inconsistent with the provisions
of this Agreement, provided that such action shall
not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may
also be amended from time to time by the Company, the
Master Servicer and the Trustee with the consent of the
Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class
of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner
the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of,
or delay the timing of, payments which are
required to be distributed on any Certificate
without the consent of the Holder of such
Certificate,
(ii) adversely affect in any material respect
the interest of the Holders of Certificates of any
Class in a manner other than as described in
clause (i) hereof without the consent of Holders
of Certificates of such Class evidencing, as to
such Class, Percentage Interests aggregating not
less than 66%, or
(iii) reduce the aforesaid percentage of
Certificates of any Class the Holders of which are
required to consent to any such amendment, in any
such case without the consent of the Holders of
all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of
this Agreement, the Trustee shall not consent to any
amendment to this Agreement unless it shall have first
received an Opinion of Counsel (at the expense of the
party seeking such amendment) to the effect that such
amendment or the exercise of any power granted to the
Master Servicer, the Company or the Trustee in
accordance with such amendment will not result in the
imposition of a federal tax on the Trust Fund or cause
either REMIC I or REMIC II to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
(d) Promptly after the execution of any such
amendment the Trustee shall furnish written
notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the
consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the
authorization of the execution thereof by
Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its
sole discretion, to obtain and deliver to the Trustee
any corporate guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any
combination of the foregoing, for the purpose of
protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls.
Any such instrument or fund shall be held by the
Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be
deemed to be under any circumstances included in the
Trust Fund. To the extent that any such instrument or
fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be
an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the
Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as
amounts distributed by the Trust Fund to the Company or
any successor, all within the meaning of proposed
Treasury Regulations Section 1.860G-1(h) as it reads as
of the Cut-off Date. In connection with the provision
of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or
otherwise amended in any manner that is related or
incidental to such instrument or fund or the
establishment or administration thereof, such amendment
to be made by written instrument executed or consented
to by the Company but without the consent of any
Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or
otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the
Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that the Company
obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be
imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section
860G(d)(1) of the Code and (b) either REMIC I or REMIC
II to fail to qualify as a REMIC at any time that any
Certificate is outstanding. In the event that the
Company elects to provide such coverage in the form of
a limited guaranty provided by General Motors
Acceptance Corporation, the Company may elect that the
text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M
(in which case Residential Funding's Subordinate
Certificate Loss Obligation as described in such
exhibit shall be established by Residential Funding's
consent to such amendment) and that the limited
guaranty shall be executed in the form attached hereto
as Exhibit N, with such changes as the Company shall
deem to be appropriate; it being understood that the
Trustee has reviewed and approved the content of such
forms and that the Trustee's consent or approval to the
use thereof is not required.
Section 11.02. Recordation of Agreement;
Counterparts.
(a) To the extent permitted by applicable law,
this Agreement is subject to recordation in all
appropriate public offices for real property records in
all the counties or other comparable jurisdictions in
which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its
expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least
25% of the Voting Rights), but only upon direction
accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects
the interests of the Certificateholders.
(b) For the purpose of facilitating the
recordation of this Agreement as herein provided and
for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the
same instrument.
Section 11.03. Limitation on Rights
of Certificateholders.
(a) The death or incapacity of any
Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or proceeding
in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to
vote (except as expressly provided herein) or in any
manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties
hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders
from time to time as partners or members of an
association; nor shall any Certificateholder be under
any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant
to any provision hereof.
(c) No Certificateholder shall have any right by
virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a
written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the
Holders of Certificates of any Class evidencing in the
aggregate not less than 25% of the related Percentage
Interests of such Class, shall have made written
request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and
the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit
or proceeding it being understood and intended, and
being expressly covenanted by each Certificateholder
with every other Certificateholder and the Trustee,
that no one or more Holders of Certificates of any
Class shall have any right in any manner whatever by
virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any
other of such Certificates of such Class or any other
Class, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any
right under this Agreement, except in the manner herein
provided and for the common benefit of
Certificateholders of such Class or all Classes, as the
case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be
governed by and construed in accordance with the laws
of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be
determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in
writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee
which shall be deemed to have been duly given only when
received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 700, Minneapolis,
Minnesota 55437, Attention: President, or such other
address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b)
in the case of the Master Servicer, 10 Universal City
Plaza, Suite 2100, Universal City, California 91608,
Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by
the Master Servicer in writing, (c) in the case of the
Trustee, Bankers Trust Company, Four Albany Street, New
York, New York 10006, Attention: Residential Funding
Corporation Series 1995-S9 or such other address as may
hereafter be furnished to the Company and the Master
Servicer in writing by the Trustee, (d) in the case of
Fitch, One State Street Plaza, New York, New York
10004, or such other address as may hereafter be
furnished to the Company, the Trustee and the Master
Servicer in writing by Fitch and (e) in the case of
Standard & Poor's, 25 Broadway, New York, New York
10004 or such other address as may be hereafter
furnished to the Company, Trustee, and Master Servicer
by Standard & Poor's. Any notice required or permitted
to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of
such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder
receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee,
as applicable, shall notify each Rating Agency and the
Subservicer at such time as it is otherwise required
pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause
(a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as
otherwise required to be delivered pursuant to this
Agreement of any of the statements described in clauses
(e) and (f) below:
(a) a material change or amendment to this
Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a
successor Master Servicer or Trustee or a change
in the majority ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors
and omissions insurance policy required by Section
3.12 or the cancellation or modification of
coverage under any such instrument,
(e) the statement required to be delivered
to the Holders of each Class of Certificates
pursuant to Section 4.03,
(f) the statements required to be delivered
pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the
Custodial Account or the Certificate Account,
(h) the occurrence of any monthly cash flow
shortfall to the Holders of any Class of
Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to
Section 4.04,
(i) the occurrence of the Final Distribution
Date, and
(j) the repurchase of or substitution for
any Mortgage Loan,
provided, however, that with respect to notice of the
occurrence of the events described in clauses (d), (g)
or (h) above, the Master Servicer shall provide prompt
written notice to each Rating Agency and the
Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or
the rights of the Holders thereof.
IN WITNESS WHEREOF, the Company, the Master
Servicer and the Trustee have caused their names to be
signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly
attested, to be hereunto affixed, all as of the day and
year first above written.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES I,
INC.
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name:
Title: Director
Attest:
Name:
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 29th day of June, 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 29th day of June, 1995 before me, a
notary public in and for said State, personally appeared
________________, known to me to be a Director of
Residential Funding Corporation, one of the corporations
that executed the within instrument, and also known to me
to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[Notarial Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 29th day of June, 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 JUNE
29, 1995. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT
240% 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: ___%]
June 1, 1995
Aggregate [Initial Certificate
Principal Balance]
First Distribution Date: [Notional Amount]
of the Class A-__ Certificates:
July 25, 1995 $_____________]
[Class A-8 Component A:
$__________
Class A-8 Component B:
$__________
Class A-9 Component A:
$__________
Class A-9 Component B:
$__________
Class A-9 Component C:
$__________]
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount]
of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
June 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S9
evidencing a percentage interest in the
distributions allocable to the Class A-__
Certificates with respect to a Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee
referred to below or GMAC Mortgage Corporation or any of
their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Corporation
or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to
any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that
_____________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate
[(obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class A-___
Certificates, both as specified above)] in certain
distributions with respect to the Trust Fund consisting
primarily of an interest in a pool of conventional one-
to four-family fixed interest rate first mortgage loans
(the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called
the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company,
as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To
the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is
bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"),
commencing as described in the Agreement, to the Person
in whose name this Certificate is registered at the close
of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding
such last day) of the month immediately preceding the
month of such distribution (the "Record Date"), from the
Available Distribution Amount in an amount equal to the
product of the Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal,
if any)] required to be distributed to Holders of Class
A-__ Certificates on such Distribution Date. [The
Notional Amount of the Class A-11 Certificates as of any
date of determination is equal to 82.35% of the sum of
(a) 7/40th of the aggregate Certificate Principal Balance
of the Class A-1 Certificates as of such date, (b) 1/8th
of the aggregate Certificate Principal Balance of the
Class A-2 Certificates as of such date, (c) 13/80th of
the aggregate Certificate Principal Balance of the Class
A-3 Certificates as of such date, (d) 21/160th of the
aggregate Certificate Principal Balance of the Class A-4
Certificates as of such date, (e) 9/80th of the aggregate
Certificate Principal Balance of the Class A-5
Certificates as of such date and (f) 3/32nd of the
aggregate Certificate Principal Balance of the Class A-6
Certificates as of such date.] [The Notional Amount of
the Class A-9 Component B as of any date of determination
is equal to 17.65% of the sum of (a) 7/40th of the
aggregate Certificate Principal Balance of the Class A-1
Certificates as of such date, (b) 1/8th of the aggregate
Certificate Principal Balance of the Class A-2
Certificates as of such date, (c) 13/80th of the
aggregate Certificate Principal Balance of the Class A-3
Certificates as of such date, (d) 21/160th of the
aggregate Certificate Principal Balance of the Class A-4
Certificates as of such date, (e) 9/80th of the aggregate
Certificate Principal Balance of the Class A-5
Certificates as of such date and (f) 3/32nd of the
aggregate Certificate Principal Balance of the Class A-6
Certificates as of such date.] [The Notional Amount of
the Class A-12 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-12
Certificates have no Certificate Principal Balance.]
Distributions on this Certificate will be made
either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in
immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Master Servicer
or such Paying Agent, or by check mailed to the address
of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that
purpose in the City and State of New York. [The Initial
Certificate Principal Balance of this Certificate and the
amounts of the Class A-8 Component A, Class A-8 Component
B, Component Class A-9 Component A, Class A-9 Component
B and Class A-9 Component C is set forth above. The
Certificate Principal Balance hereof will be reduced to
the extent of distributions allocable to principal and
any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries respecting
the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other
cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made
by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such
purposes including without limitation reimbursement to
the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate
and of any Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate.
The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer
in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New
York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of
the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity
or other liquidation of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the Company
to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less
than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further
provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of
the Trust Fund.
I (We) further direct the Certificate Registrar
to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number , or,
if mailed by check, to
Applicable statements
should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES AND CLASS R-I CERTIFICATES [AND]
CLASS R-II CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (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.
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 JUNE 29, 1995. BASED
ON PROPOSED OID REGULATIONS PUBLISHED IN THE FEDERAL
REGISTER ON DECEMBER 22, 1992 AND ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 240% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT),
THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $
OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD
IS NO MORE THAN $ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ 8.00% Pass-Through Rate
Class M- Subordinate Aggregate
Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
June 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
July 25, 1995
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S9
evidencing a percentage interest in any
distributions allocable to the Class M-__
Certificates with respect to the Trust Fund
consisting primarily of a pool of conventional
one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee
referred to below or GMAC Mortgage Corporation or any of
their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality or by
Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage Corporation
or any of their affiliates. None of the Company, the
Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to
any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that _________________________
is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate Certificate Principal Balance of all Class M-__
Certificates, both as specified above) in certain
distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company,"
which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the
Master Servicer and Bankers Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is
bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the 25th day of each month
or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"),
commencing as described in the Agreement, to the Person
in whose name this Certificate is registered at the close
of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding
such last day) of the month immediately preceding the
month of such distribution (the "Record Date"), from the
Available Distribution Amount in an amount equal to the
product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if
any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in
immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto
if such Person shall have so notified the Master Servicer
or such Paying Agent, or by check mailed to the address
of the Person entitled thereto, as such name and address
shall appear on the Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be made after due
notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that
purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set
forth above. The Certificate Principal Balance hereof
will be reduced to the extent of the distributions
allocable to principal and any Realized Losses allocable
hereto.
This Certificate is one of a duly authorized
issue of Certificates issued in several Classes
designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of
payment to certain collections and recoveries respecting
the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master
Servicer funds are advanced with respect to any Mortgage
Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from
related recoveries on such Mortgage Loan or from other
cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made
by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such
purposes including without limitation reimbursement to
the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the
Company, the Master Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at
any time by the Company, the Master Servicer and the
Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates
affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such
Holder and upon all future holders of this Certificate
and of any Certificate issued upon the transfer hereof or
in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate.
The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders
of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to
certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for
registration of transfer at the offices or agencies
appointed by the Trustee in the City and State of New
York, duly endorsed by, or accompanied by an assignment
in the form below or other written instrument of transfer
in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as
registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection
therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar and any agent of the
Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for
all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the laws of the State of New
York.
The obligations created by the Agreement in
respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of
the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity
or other liquidation of the last Mortgage Loan subject
thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (ii) the purchase by the Master
Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in
respect of such Mortgage Loans, thereby effecting early
retirement of the Certificates. The Agreement permits,
but does not require, the Master Servicer or the Company
to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property
acquired in respect of any Mortgage Loan or (ii) purchase
in whole, but not in part, all of the Certificates from
the Holders thereof; provided, that any such option may
only be exercised if the Pool Stated Principal Balance of
the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less
than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon
has been executed by the Certificate Registrar, by manual
signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY, as
Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including
postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of
the Trust Fund.
I (We) further direct the Certificate Registrar
to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of
assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer
or otherwise, in immediately available funds to
for the account of
account number , or,
if mailed by check, to
Applicable statements
should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A CERTIFICATES, CLASS R-I CERTIFICATES, CLASS
R-II CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED
IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH
ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER
APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE 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 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 JUNE 29, 1995. BASED ON
PROPOSED OID REGULATIONS PUBLISHED IN THE FEDERAL
REGISTER ON DECEMBER 22, 1992 AND ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 240% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT),
THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE
THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 8.00 % Pass-Through Rate
Class B-__ Subordinate Aggregate
Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
June 1, 1995 Date:
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
July 25, 1995
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S9
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. ___ 8.00% Pass-Through Rate
Class [R-I] [R-II] Senior Aggregate Initial
Certificate Principal Balance
of the Class [R-
I] [R-II]
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
June 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
July 25, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
June 25, 2025
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S9
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 June 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 June 1, 1995, relating to the
issuance of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1995-S9
(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-S9
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 29th day of June, 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 29th day of June, 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 29th day of June, 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 29th day of June, 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
June 29, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S9
Re: Custodial Agreement dated as of June 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-S9
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-S9
Re: Custodial Agreement dated as of June 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-S9
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-S9
Re: Custodial Agreement dated as of June 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-S9
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 : 06/16/95 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.26.56 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1995-S9 CUTOFF : 06/01/95
POOL : 0004172
:
:
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 #
______________________________________________________________________________
1399586 274/728 F 216,000.00 ZZ
BALAKHANPOUR YOUSEF 360 215,315.05 1
14671 MULBERRY AVENUE 9.250 1,776.98 80
9.000 1,776.98 270,000.00
IRVINE CA 92714 1 11/17/94 00
0380082900 03 01/01/95 0
1941002139 O 12/01/24
0
1400866 B38/728 F 73,500.00 ZZ
MCGLONE NANCY 360 73,464.79 1
94 STOUGHTON STREET 9.625 624.74 70
9.375 624.74 105,000.00
QUINCY MA 02169 2 04/24/95 00
0380118837 05 06/01/95 0
100396 O 05/01/25
0
1402139 637/728 F 1,000,000.00 ZZ
YOUNG DAVID C 360 999,453.77 1
200 E 69TH ST 9.000 8,046.23 42
8.750 8,046.23 2,400,000.00
NEW YORK NY 10021 2 04/20/95 00
0380118068 06 06/01/95 0
3243151 O 05/01/25
0
1404259 637/728 F 224,000.00 ZZ
MULTER GARY H 360 223,784.52 4
399 MASSACHUSETTS AVENUE 9.625 1,903.98 70
9.375 1,903.98 320,000.00
BOSTON MA 02118 2 03/15/95 00
0380117680 07 05/01/95 0
1
4064911 O 04/01/25
0
1404638 116/116 F 325,000.00 ZZ
GANGLUFF KEVIN E 360 325,000.00 1
31 WATERFORD CIRCLE 8.000 2,384.73 73
7.875 2,384.73 447,943.00
THE WOODLANDS TX 77381 1 05/23/95 00
452049276 03 07/01/95 0
452049276 O 06/01/25
0
1405610 669/728 F 250,000.00 ZZ
NISSIM NORRIS 360 250,000.00 1
269 BROAD AVENUE 9.125 2,034.08 73
8.875 2,034.08 345,000.00
ENGLEWOOD NJ 07631 1 05/03/95 00
0380120379 05 07/01/95 0
10021392 O 06/01/25
0
1406595 621/728 F 620,000.00 ZZ
EVENSON WILLIAM F 360 620,000.00 1
774 ARMADA TERRACE 8.250 4,657.85 80
8.000 4,657.85 775,000.00
SAN DIEGO CA 92106 1 05/09/95 00
0380119892 05 07/01/95 0
95023820S O 06/01/25
0
1406640 637/728 F 180,000.00 ZZ
AKSOY TUNC S 360 179,911.46 1
90 ROSS HILL RD 9.500 1,513.54 65
9.250 1,513.54 280,000.00
FAIRFIELD CT 06430 1 04/28/95 00
0380118100 05 06/01/95 0
4460077 O 05/01/25
0
1406806 A39/728 F 676,000.00 ZZ
HUNTER JR THOMAS F 360 676,000.00 1
3945 VALLEY MEADOW ROAD 8.500 5,197.85 80
8.250 5,197.85 845,000.00
ENCINO AREA CA 91436 1 05/18/95 00
0380124769 05 07/01/95 0
9500137 O 06/01/25
0
1
1407681 526/728 F 321,000.00 ZZ
BRAENDEL DENNIS C 360 320,837.83 1
6888 BUFFALO ROAD 9.375 2,669.92 66
9.125 2,669.92 490,000.00
HARBORCREEK PA 16421 5 04/28/95 00
0380121419 05 06/01/95 0
24857 O 05/01/25
0
1407711 056/728 F 590,800.00 ZZ
ABEND PAUL 360 590,800.00 1
15 DOWNINGTON COURT 9.000 4,753.71 80
8.750 4,753.71 738,592.00
WARREN NJ 07060 1 05/25/95 00
0380124819 05 07/01/95 0
5400297 O 06/01/25
0
1407869 169/169 F 233,000.00 ZZ
SMITHSON STEVEN F 360 232,647.01 1
2 ASHWOOD COURT 8.850 1,849.68 90
8.725 1,849.68 260,000.00
AURORA IL 60506 1 03/15/95 10
7404191 03 05/01/95 25
7404191 O 04/01/25
0
1414818 526/728 F 242,400.00 ZZ
FEDEROWICZ MARK J 360 242,277.58 1
8176 WOODVIEW COURT 9.375 2,016.17 80
9.125 2,016.17 303,000.00
CLARENCE NY 14031 1 04/24/95 00
0380119884 05 06/01/95 0
27849 O 05/01/25
0
1414819 526/728 F 234,500.00 T
MEYER WILLIAM 360 234,500.00 1
270 FLORAL WALK 9.750 2,014.72 70
9.500 2,014.72 335,000.00
FIRE ISLAND PIN NY 11782 1 05/11/95 00
0380119801 05 07/01/95 0
00025284 O 06/01/25
0
1414951 614/728 F 360,000.00 ZZ
KLEIN PAUL G 360 359,594.87 1
106 PANCAKE HOLLOW DRIVE 8.875 2,864.32 80
8.625 2,864.32 452,384.00
1
WAYNE NJ 07470 1 03/06/95 00
0380110511 05 05/01/95 0
6100016331 O 04/01/25
0
1414998 927/728 F 264,000.00 ZZ
HAN DEREK J 360 264,000.00 1
3417 CAMPBELL AVENUE 8.000 1,937.14 62
7.750 1,937.14 430,000.00
HONOLULU HI 96815 2 05/10/95 00
0380121286 05 07/01/95 0
124040 O 06/01/25
0
1415028 363/363 F 246,500.00 ZZ
LANTZ CAROLYN K 360 246,243.44 1
8384 EAST CACTUS WREN ROAD 9.250 2,027.89 90
9.125 2,027.89 275,455.00
SCOTTSDALE AZ 85250 1 03/09/95 04
8714217817 03 05/01/95 25
8714217817 O 04/01/25
0
1415033 076/076 F 209,000.00 ZZ
CAROLAN EDWARD 360 208,689.13 1
739 HARDING STREET 9.500 1,757.39 67
9.250 1,757.39 312,500.00
WESTFIELD NJ 07090 1 02/10/95 00
4429632 05 04/01/95 0
4429632 O 03/01/25
0
1415292 076/728 F 1,000,000.00 ZZ
BILSON WESLEY 360 999,481.58 1
1459 CHASTAIN PARKWAY WEST 9.250 8,226.75 74
9.000 8,226.75 1,360,000.00
PACIFIC PALISAD CA 90272 1 04/19/95 00
0380122797 03 06/01/95 0
4656332 O 05/01/25
0
1415516 723/728 F 455,200.00 ZZ
FAGERSTEN CHRISTER 360 455,200.00 1
242 MOUNTAIN VIEW AVENUE 8.750 3,581.06 80
8.500 3,581.06 569,000.00
SAN RAFAEL CA 94901 1 05/17/95 00
0380124611 05 07/01/95 0
8009 O 06/01/25
0
1
1415532 702/702 F 328,000.00 ZZ
TERRY MICHAEL S 360 327,816.11 1
LOT 35 PLUMMERS LANE 8.875 2,609.72 80
8.625 2,609.72 410,000.00
NEWBURY MA 01951 4 04/25/95 00
8558447 05 06/01/95 0
8558447 O 05/01/25
0
1415656 450/728 F 200,000.00 ZZ
ELLIOTT DURTEN I 360 199,774.93 1
514 OCEAN PARK BLVD 8.875 1,591.29 46
8.625 1,591.29 436,000.00
SANTA MONICA CA 90405 1 03/24/95 00
0380109232 05 05/01/95 0
3952801 O 04/01/25
0
1415810 470/728 F 238,900.00 ZZ
CATHCART JEFFREY D 360 238,900.00 1
9 DOVE STREET 8.375 1,815.82 95
8.125 1,815.82 251,500.00
ALISO VIEJO ARE CA 92656 1 05/11/95 11
0380125212 03 07/01/95 30
24127372 O 06/01/25
0
1415821 637/728 F 232,000.00 ZZ
BENNETT DAVID H 360 231,869.93 1
4 ELF OWL COURT 8.875 1,845.90 80
8.625 1,845.90 290,000.00
NOVATO CA 94949 1 04/06/95 00
0380111121 09 06/01/95 0
3502077 O 05/01/25
0
1415852 624/728 F 102,600.00 ZZ
VIEIRA JOSEPH 360 102,600.00 1
546 EAST LIBBY LANE 8.875 816.33 95
8.625 816.33 108,000.00
LATHROP CA 95330 2 05/10/95 11
0380124884 05 07/01/95 30
86123001036F O 06/01/25
0
1415999 882/882 F 75,000.00 T
LILIENTHAL EUGENE I 360 75,000.00 1
1
4561 S.W. 15 TERRACE 9.250 617.01 50
9.000 617.01 152,000.00
MIAMI FL 33134 1 05/05/95 00
950052 05 07/01/95 0
950052 O 06/01/25
0
1416003 686/686 F 500,000.00 ZZ
PLAPINGER WALLACE R 360 499,739.42 1
4412 NORTH BAY ROAD 9.225 4,104.33 56
8.975 4,104.33 900,000.00
MIAMI BEACH FL 33140 5 04/13/95 00
0030816870133 05 06/01/95 0
0030816870133 O 05/01/25
0
1416007 766/728 F 46,700.00 T
IGLESIAS BERNARDO 360 46,700.00 1
6345 COLLINS AVE. 9.000 375.76 80
#601 8.750 375.76 58,400.00
MIAMI BEACH FL 33141 1 05/03/95 00
0380115130 08 07/01/95 0
95RC012 O 06/01/25
0
1416029 637/728 F 319,200.00 ZZ
INTINGARO SALVATORE 360 319,200.00 1
84 ROCKY NECK AVENUE 9.125 2,597.12 80
8.875 2,597.12 399,900.00
GLOUCESTER MA 01930 1 05/15/95 00
0380126962 05 07/01/95 0
4068243 O 06/01/25
0
1416043 696/728 F 520,000.00 ZZ
CATLETT MICHAEL S 360 519,684.97 1
34938 ATOKA CHASE LANE 8.500 3,998.36 52
LOT 9 8.250 3,998.36 1,000,000.00
MIDDLEBURG VA 22117 4 04/14/95 00
0380111469 05 06/01/95 0
5010435 O 05/01/25
0
1416051 559/728 F 1,000,000.00 ZZ
GRACE GWENDOLYN 360 1,000,000.00 1
705 HAWKS HILL ROAD 8.875 7,956.45 67
8.625 7,956.45 1,500,000.00
SCOTTS VALLEY CA 95066 2 05/15/95 00
0380124041 05 07/01/95 0
1
0337584 O 06/01/25
0
1416055 764/728 F 199,500.00 ZZ
KOH WON K 360 199,500.00 1
17808 VIERRA AVENUE 8.875 1,587.31 93
8.625 1,587.31 215,000.00
CERRITOS CA 90703 2 05/11/95 10
0380124678 05 07/01/95 25
889549 O 06/01/25
0
1416070 051/728 F 200,000.00 ZZ
MORLEY SAM R 360 199,791.84 1
11062 CANYON VISTA DRIVE 9.250 1,645.35 44
9.000 1,645.35 455,000.00
CUPERTINO CA 95014 1 03/07/95 00
0380116617 09 05/01/95 0
20110192 O 04/01/25
0
1416095 699/728 F 246,400.00 ZZ
DAVIES ROLAND S 360 246,400.00 1
1714 BARTONCLIFF DRIVE 8.875 1,960.47 80
8.625 1,960.47 308,000.00
AUSTIN TX 78704 1 05/03/95 00
0380115262 05 07/01/95 0
0107650 O 06/01/25
0
1416206 560/560 F 349,740.00 ZZ
LAM FUNG 360 349,346.41 1
15 ENDEAVOR COVE 8.875 2,782.69 88
8.625 2,782.69 400,000.00
CORTE MADERA CA 94925 2 03/28/95 10
450111356 05 05/01/95 25
450111356 O 04/01/25
0
1416210 560/560 F 376,000.00 ZZ
DERUITER HENRY H 360 375,576.86 1
874 ALISAL ROAD 8.875 2,991.62 80
8.625 2,991.62 470,000.00
SOLVANG CA 93463 1 03/28/95 00
450111604 05 05/01/95 0
450111604 O 04/01/25
0
1
1416453 764/728 F 259,950.00 ZZ
BERNARD MARTIN K 360 259,804.27 1
14461 DUNBAR PLACE 8.875 2,068.28 87
8.625 2,068.28 299,950.00
LOS ANGELES CA 91423 1 05/03/95 01
0380123852 05 06/01/95 25
889566 O 05/01/25
0
1416479 670/670 F 270,000.00 ZZ
EASTUS MARK A 360 269,696.15 1
100 NICASIO WAY 8.875 2,148.24 73
8.625 2,148.24 370,000.00
SOQUEL CA 95073 2 03/08/95 00
1069370 05 05/01/95 0
1069370 O 04/01/25
0
1416480 670/670 F 260,000.00 ZZ
SISLEY CHRISTINES 360 259,707.40 1
846 GARFIELD AVENUE 8.875 2,068.68 80
8.625 2,068.68 325,000.00
SOUTH PASADENA CA 91030 1 03/20/95 00
1080401 05 05/01/95 0
1080401 O 04/01/25
0
1416576 131/728 F 138,000.00 ZZ
BLANK ROBERT H 360 138,000.00 1
65 MANOR LANE 8.750 1,085.65 73
8.500 1,085.65 190,000.00
DAYTON OH 45429 2 05/05/95 00
0380116294 05 07/01/95 0
5594030 O 06/01/25
0
1416597 896/728 F 28,000.00 T
BEALS JOHN S 360 28,000.00 1
RT. 1 BOX 1222 9.500 235.44 61
9.250 235.44 45,900.00
ELLIJAY GA 30540 1 05/19/95 00
0380121328 05 07/01/95 0
912 O 06/01/25
0
1416629 624/728 F 109,000.00 ZZ
JANSON ROYAL D 360 109,000.00 1
1607 NEW JERSEY STREET 8.875 867.25 95
8.625 867.25 115,000.00
1
FAIRFIELD CA 94533 2 05/04/95 11
0380124561 05 07/01/95 30
86125001126F O 06/01/25
0
1416630 550/550 F 283,600.00 ZZ
PATRICK THEODORE R 360 283,600.00 1
2200 PACIFIC AVENUE #6D 8.875 2,256.45 80
8.625 2,256.45 354,500.00
SAN FRANCISCO CA 94115 1 04/25/95 00
120176834 06 07/01/95 0
120176834 O 06/01/25
0
1416655 447/447 F 309,700.00 ZZ
GETTER KEITH E 360 308,767.70 1
5203 PURLINGTON WAY 9.500 2,604.13 95
9.250 2,604.13 326,000.00
BALTIMORE MD 21212 1 11/29/94 04
1908883 05 01/01/95 25
1908883 O 12/01/24
0
1416662 447/447 F 207,000.00 ZZ
STANCYK RONNIE W 360 205,603.41 1
43185 AMBRO CIRCLE 9.875 1,797.49 90
9.625 1,797.49 230,000.00
BANNING CA 92220 4 01/04/95 21
1926314 05 02/01/95 17
1926314 O 01/01/25
0
1416702 447/447 F 255,316.00 ZZ
RIVERA DAVID M 360 254,626.65 1
87 RYEGATE PLACE 9.875 2,217.03 90
9.625 2,217.03 284,000.00
SAN RAMON CA 94583 1 02/24/95 12
3018171 05 04/01/95 17
3018171 O 03/01/25
0
1416709 447/447 F 300,000.00 BB
SOTOMAYOR FRANKLIN D 360 299,722.54 1
9421 STOAKES AVENUE 9.875 2,605.05 90
9.625 2,605.05 335,500.00
DOWNEY CA 90240 1 03/09/95 11
3027050 05 05/01/95 17
3027050 O 04/01/25
0
1
1416719 447/447 F 472,500.00 ZZ
HAWKINS MILLER C 360 471,831.49 1
4976 WESTBRIAR DRIVE 9.750 4,059.51 70
9.500 4,059.51 675,000.00
FORT WORTH TX 76109 2 02/09/95 00
3046846 03 04/01/95 0
3046846 O 03/01/25
0
1416726 447/447 F 265,050.00 ZZ
SOTO FREDERICKE 360 264,535.94 1
12925 PINTAIL ROAD 9.625 2,252.90 95
9.375 2,252.90 279,000.00
WOODBRIDGE VA 22192 1 01/25/95 14
3053481 03 03/01/95 27
3053481 O 02/01/25
0
1416746 447/447 F 284,000.00 ZZ
FAAS III LEONARD A 360 283,543.13 1
1667 ST GERMAIN PLACE 9.125 2,310.72 80
8.875 2,310.72 355,000.00
CONCORD CA 94521 1 02/07/95 00
3070765 05 04/01/95 0
3070765 O 03/01/25
0
1416765 028/728 F 380,000.00 ZZ
JEW JEROME N 360 380,000.00 2
188-190 BEAUMONT AVENUE 8.500 2,921.87 80
8.250 2,921.87 475,000.00
SAN FRANCISCO CA 94118 1 05/10/95 00
0380121484 05 07/01/95 0
167656 O 06/01/25
0
1416955 669/728 F 406,250.00 ZZ
FAGAN CANDACE A 360 406,250.00 1
2 KARYN COURT 9.000 3,268.78 65
8.750 3,268.78 625,000.00
OLD TAPPAN NJ 07675 5 05/15/95 00
0380125923 05 07/01/95 0
GM10021506 O 06/01/25
0
1416973 074/728 F 228,950.00 ZZ
MOYEN CLAUDE 360 228,837.38 2
1
245-62 148TH DRIVE 9.500 1,925.14 95
9.250 1,925.14 241,000.00
ROSEDALE NY 11422 1 04/11/95 04
0380114091 05 06/01/95 30
1112006326 O 05/01/25
0
1417018 363/363 F 290,700.00 ZZ
VERBA STEPHEN M 360 290,537.03 1
10353 LORETO RIDGE DRIVE 8.875 2,312.94 90
8.625 2,312.94 323,000.00
KIRTLAND OH 44094 1 04/07/95 12
8214822354 05 06/01/95 25
8214822354 O 05/01/25
0
1417019 074/728 F 256,000.00 ZZ
OMAN JON R 360 255,856.47 1
4861 CASA BONITA COURT 8.875 2,036.86 80
8.625 2,036.86 320,000.00
BONITA CA 91902 2 04/01/95 00
0380114513 03 06/01/95 0
1567119067 O 05/01/25
0
1417121 560/560 F 296,900.00 ZZ
MOMON MICHAEL 360 296,750.07 1
1220 S. STATE 9.375 2,469.46 90
9.125 2,469.46 330,495.00
CHICAGO IL 60610 1 04/24/95 04
450119334 05 06/01/95 25
450119334 O 05/01/25
0
1417134 560/560 F 636,000.00 ZZ
TAYLOR THOMAS H 360 635,652.60 1
8 LIPPIZANER 9.000 5,117.40 80
8.750 5,117.40 795,000.00
COTO DE CAZA CA 92679 1 04/17/95 00
450123021 03 06/01/95 0
450123021 O 05/01/25
0
1417193 070/070 F 226,350.00 ZZ
ATKINS, JR. DENNIS 360 226,232.65 1
19060 MARYLAKE LANE 9.250 1,862.13 90
9.000 1,862.13 251,550.00
COUNTRY CLUB HI IL 60478 1 04/17/95 14
2639117 05 06/01/95 25
1
2639117 O 05/01/25
0
1417194 070/070 F 208,900.00 ZZ
EVANS ANTHONY E 360 208,303.25 1
1728 PEACHTREE LANE 9.750 1,794.77 95
9.500 1,794.77 219,900.00
BOWIE MD 20716 1 11/28/94 11
2688379 03 01/01/95 25
2688379 O 12/01/24
0
1417197 070/070 F 297,900.00 ZZ
SANCHEZ ROBERT J 360 297,241.40 1
539 COAL CREEK LANE 9.625 2,532.12 90
9.375 2,532.12 331,000.00
LOUISVILLE CO 80027 1 02/01/95 10
3035720 03 03/01/95 17
3035720 O 02/01/25
0
1417210 070/070 F 415,950.00 ZZ
DAVID EARL 360 415,204.71 1
215 PEACOCK LANE 10.000 3,650.26 70
9.750 3,650.26 594,250.00
MARLBORO NJ 07746 1 01/26/95 00
3321624 05 03/01/95 0
3321624 O 02/01/25
0
1417241 070/070 F 258,750.00 ZZ
BOBROWNICKI PETER 360 258,641.50 1
13 EDEN 10.250 2,318.66 95
9.125 2,318.66 272,500.00
IRVINE CA 92720 1 04/24/95 25
3832455 03 06/01/95 30
3832455 O 05/01/25
0
1417272 070/070 F 215,700.00 ZZ
BURROUGH WILLIAM G 360 215,700.00 1
119 THIRD AVENUE 8.125 1,601.57 90
7.875 1,601.57 240,000.00
HADDON HEIGHTS NJ 08035 1 05/01/95 11
4045729 05 07/01/95 25
4045729 O 06/01/25
0
1
1417273 070/070 F 382,500.00 ZZ
MIZRAHI DAVID 360 382,330.78 1
1160 ELBERON AVENUE 10.000 3,356.72 85
9.750 3,356.72 450,000.00
LONG BRANCH NJ 07740 1 04/07/95 11
4060644 05 06/01/95 12
4060644 O 05/01/25
0
1417360 686/686 F 153,700.00 ZZ
CHASTAIN STANLEY H 360 153,700.00 1
14 PORTER STREET 9.000 1,236.71 75
8.750 1,236.71 205,000.00
EASTON MA 02375 5 04/28/95 00
30816642748 05 07/01/95 0
30816642748 O 06/01/25
0
1417361 686/686 F 72,000.00 ZZ
ST JOHN MICHAEL W 360 72,000.00 1
3207 LOCKHEED DRIVE 9.125 585.82 75
8.875 585.82 96,000.00
MIDLAND TX 79701 1 05/02/95 00
30816797351 05 07/01/95 0
30816797351 O 06/01/25
0
1417363 686/686 F 120,000.00 ZZ
BRAWER BARNEY 360 120,000.00 1
177 BABCOCK STREET UNIT #2 9.075 972.03 55
8.825 972.03 220,000.00
BROOKLINE MA 02146 1 05/04/95 00
30816675664 01 07/01/95 0
30816675664 O 06/01/25
0
1417378 A39/728 F 359,200.00 ZZ
BLUM STANFORD W 360 359,200.00 1
18740 MAPLEWOOD LANE 9.000 2,890.20 80
8.750 2,890.20 449,000.00
NORTHRIDGE AREA CA 91326 1 05/22/95 00
0380122235 05 07/01/95 0
0099800 O 06/01/25
0
1417382 766/728 F 52,000.00 T
MARINA CARMEN N 360 52,000.00 1
6345 COLLINS AVE 8.875 413.74 80
PH-34 8.625 413.74 65,000.00
1
MIAMI BEACH FL 33141 1 05/31/95 00
0380124926 08 07/01/95 0
95HA033 O 06/01/25
0
1417447 A17/728 F 372,000.00 ZZ
RAUSEO STEPHEN G 360 372,000.00 1
31 HAMMERSMITH AVENUE 8.500 2,860.36 72
8.250 2,860.36 518,000.00
SAUGUS MA 01906 4 05/22/95 00
0380123308 05 07/01/95 0
3979 O 06/01/25
0
1417450 267/267 F 462,400.00 ZZ
MILLER JEFFREY 360 462,133.96 1
5514 BROMLEY DRIVE 8.750 3,637.71 80
8.500 3,637.71 578,000.00
OAK PARK CA 91301 1 04/04/95 00
7307958 03 06/01/95 0
7307958 O 05/01/25
0
1417502 313/728 F 581,250.00 T
CHAPPIUS JR CHARLES W 360 580,932.51 1
32148 RIVER ROAD 9.000 4,676.87 75
8.750 4,676.87 775,000.00
ORANGE BEACH AL 36561 4 04/27/95 00
0380116930 05 06/01/95 0
5656483 O 05/01/25
0
1417553 664/728 F 60,000.00 ZZ
DELISI BAJRAM 360 60,000.00 1
8528 MENARD AVENUE 9.125 488.18 23
8.875 488.18 269,000.00
MORTON GROVE IL 60053 1 05/04/95 00
0380115551 05 07/01/95 0
1989854 O 06/01/25
0
1417578 267/267 F 215,000.00 ZZ
TRIPOLI FRANK J 360 215,000.00 1
1384 MADERA WAY 8.750 1,691.41 45
8.500 1,691.41 480,000.00
MILLBRAE CA 94030 5 04/25/95 00
7305540 05 07/01/95 0
7305540 O 06/01/25
0
1
1417587 696/728 F 675,000.00 BB
ZELLER F.C. D 360 674,667.98 1
ROUTE 1 9.500 5,675.77 75
BOX 329 9.250 5,675.77 900,000.00
WARRENTON VA 22186 2 04/28/95 00
0380122599 05 06/01/95 0
5010647 O 05/01/25
0
1417588 696/728 F 267,200.00 ZZ
RICHARDSON RAJ L 360 267,200.00 1
10323 YELLOW PINE DRIVE 9.375 2,222.43 80
9.125 2,222.43 334,000.00
VIENNA VA 22182 1 05/05/95 00
0380115973 05 07/01/95 0
7010461 O 06/01/25
0
1417590 814/728 F 316,000.00 ZZ
LIND DOUGLAS E 360 316,000.00 1
8332 REGIS WAY 8.500 2,429.77 80
8.250 2,429.77 395,000.00
LOS ANGELES CA 90045 1 05/15/95 00
0380122185 05 07/01/95 0
0809505059 O 06/01/25
0
1417610 705/728 F 190,000.00 ZZ
TUCCIO ROCCO 360 190,000.00 1
2735 JUDITH DRIVE 8.875 1,511.73 63
8.625 1,511.73 305,000.00
BELLMORE NY 11710 5 05/18/95 00
0380122607 05 07/01/95 0
95300096 O 06/01/25
0
1417614 562/728 F 247,000.00 ZZ
LINDSEY RICHARD 360 247,000.00 1
123 HIGH STREET 9.250 2,032.01 95
9.000 2,032.01 260,000.00
HASTINGS-ON-HUD NY 10706 1 05/10/95 04
0380116906 05 07/01/95 30
90022161 O 06/01/25
0
1417637 562/562 F 266,250.00 ZZ
SHAPIRO ALAN 360 266,250.00 1
1
35 ROYAL WAY 8.875 2,118.41 75
8.625 2,118.41 355,000.00
NEW HYDE PARK NY 11040 1 05/03/95 00
457408 05 07/01/95 0
457408 O 06/01/25
0
1417642 267/267 F 284,330.00 ZZ
BURDITT MICHAEL S 360 284,330.00 1
4286 HEATHERDALE COURT 8.625 2,211.49 85
8.375 2,211.49 334,504.00
MOORPARK CA 93021 1 05/01/95 11
7316957 03 07/01/95 12
7316957 O 06/01/25
0
1417647 324/728 F 296,000.00 ZZ
BURTON JAMES R 360 295,825.24 1
11218 SOUTH TALL PINES WAY 8.625 2,302.26 90
8.375 2,302.26 329,000.00
SANDY UT 84092 1 05/02/95 04
0380121724 05 06/01/95 25
2454000749 O 05/01/25
0
1417803 405/405 F 231,000.00 ZZ
KING III WILLIAM H 360 230,771.84 1
112 WAIMELE PLACE 9.500 1,942.38 61
9.250 1,942.38 380,000.00
KULA HI 96790 2 03/02/95 00
3592565 05 05/01/95 0
3592565 O 04/01/25
0
1417807 405/405 F 133,000.00 ZZ
NEWCOMER THOMAS D 360 132,802.18 1
2141 AWIHI PLACE UNIT #5 9.500 1,118.34 70
9.250 1,118.34 190,000.00
KIHEI HI 96753 1 02/15/95 00
0003582343 01 04/01/95 0
0003582343 O 03/01/25
0
1417810 439/439 F 224,000.00 ZZ
BALES DENNIS R 360 223,868.43 1
2019 MOUNTAIN AVENUE 8.650 1,746.24 80
8.525 1,746.24 280,000.00
SANTA BARBARA CA 93101 1 04/18/95 00
17651431 05 06/01/95 0
1
17651431 O 05/01/25
0
1417814 439/439 F 360,000.00 ZZ
BAUER DONALD R 360 359,797.12 1
1271 TROPICANA LANE 8.850 2,857.88 80
8.725 2,857.88 450,000.00
SANTA ANA CA 92705 1 04/27/95 00
1779446 05 06/01/95 0
1779446 O 05/01/25
0
1417815 731/728 F 265,500.00 ZZ
PERNUDI ALBERTO F 360 265,500.00 1
3795 NEW HAVEN ROAD 8.750 2,088.69 90
8.500 2,088.69 295,000.00
PASADENA CA 91107 1 05/05/95 04
0380116195 05 07/01/95 25
440006361 O 06/01/25
0
1417817 439/439 F 231,300.00 ZZ
SANDERS JEFFREY A 360 231,300.00 1
9363 EAST MESA AVENUE 8.900 1,844.48 90
8.775 1,844.48 257,000.00
CLOVIS CA 93611 1 05/03/95 10
17787037 05 07/01/95 25
17787037 O 06/01/25
0
1417830 439/439 F 279,000.00 ZZ
REINER DONOVAN 360 279,000.00 1
4243 BEEMAN AVENUE 8.800 2,204.87 90
8.675 2,204.87 310,000.00
STUDIO CITY CA 91604 1 04/24/95 10
17756677 05 07/01/95 25
17756677 O 06/01/25
0
1417832 439/439 F 350,000.00 ZZ
GADINSKY BRIAN 360 349,798.62 1
810 WARNER AVENUE 8.750 2,753.46 47
8.625 2,753.46 750,000.00
LOS ANGELES CA 90024 1 04/24/95 00
17772302 05 06/01/95 0
17772302 O 05/01/25
0
1
1417833 439/439 F 233,900.00 ZZ
LOWE JR HAROLD A 360 233,772.23 1
2341 GRIMSBY COURT 9.000 1,882.02 90
8.875 1,882.02 259,990.00
SAN JOSE CA 95130 1 04/13/95 10
17752908 05 06/01/95 25
17752908 O 05/01/25
0
1417868 575/728 F 224,900.00 ZZ
ZITO STEVEN J 360 224,767.22 1
101 N. WILTSHIRE COURT 8.625 1,749.25 90
8.375 1,749.25 249,900.00
LA PLATA MD 20646 1 04/28/95 14
0380118399 03 06/01/95 20
474003015 O 05/01/25
0
1417869 575/728 F 240,000.00 ZZ
ENG CARL J 360 239,861.92 1
5820 ASCOT GLEN DRIVE 8.750 1,888.08 80
8.500 1,888.08 300,000.00
GLEN ALLEN VA 23060 1 04/06/95 00
0380117029 03 06/01/95 0
411006802 O 05/01/25
0
1417872 575/728 F 400,000.00 ZZ
HATHAWAY CURTIS H 360 399,549.84 1
2 PINE LANE 8.875 3,182.58 72
8.625 3,182.58 560,000.00
CHARLOTTESVILLE VA 22901 1 03/31/95 00
0380117219 05 05/01/95 0
412005184 O 04/01/25
0
1417889 195/728 F 500,000.00 ZZ
GAGLIARDI GERALD A 360 500,000.00 1
66-7 ELY FERRY ROAD 8.500 3,844.57 58
8.250 3,844.57 865,000.00
LYME CT 06371 5 05/08/95 00
0380116559 05 07/01/95 0
44544 O 06/01/25
0
1417892 403/728 F 500,000.00 ZZ
DAVIDGE NICHOLAS A 360 499,451.72 1
7 FENCE CREEK DRIVE 9.000 4,023.12 77
8.750 4,023.12 650,000.00
1
MADISON CT 06443 1 03/22/95 00
0380116914 05 05/01/95 0
6375166 O 04/01/25
0
1417893 403/728 F 600,000.00 ZZ
LYONS JAMES R 360 599,645.76 1
49 GROUSE LANE 8.625 4,666.74 71
8.375 4,666.74 851,000.00
WOODBRIDGE CT 06525 1 05/01/95 00
0380116773 05 06/01/95 0
6376982 O 05/01/25
0
1417894 593/728 F 240,000.00 ZZ
FLAGG III JOHN C 360 239,861.91 1
1284 EAST 10 SOUTH 8.750 1,888.09 77
8.500 1,888.09 315,309.00
LINDON UT 84042 1 04/26/95 00
0380119579 05 06/01/95 0
554JCFLAGG O 05/01/25
0
1417916 898/728 F 375,000.00 ZZ
ADELL KEVIN 360 375,000.00 1
26505 W 13 MILE ROAD 8.500 2,883.43 72
8.250 2,883.43 524,660.00
FRANKLIN MI 48025 4 05/05/95 00
0380123233 05 07/01/95 0
4533623 O 06/01/25
0
1417921 180/728 F 352,000.00 ZZ
FORD DEWAYNE M 360 351,614.00 1
215 SOUTH GREY SQUIRREL WAY 9.000 2,832.28 80
8.750 2,832.28 440,000.00
FRANKTOWN CO 80116 4 03/23/95 00
0380117052 05 05/01/95 0
2859940 O 04/01/25
0
1417939 439/439 F 264,000.00 ZZ
HEIKKILA RON E 360 263,843.32 1
3420 BLUE GRASS COURT 8.600 2,048.68 80
8.475 2,048.68 330,000.00
MORGAN HILL CA 95037 1 04/24/95 00
17765629 05 06/01/95 0
17765629 O 05/01/25
0
1
1417940 439/439 F 290,000.00 ZZ
GASTON BERNARD 360 289,827.89 1
7521 WEST 82ND STREET 8.600 2,250.44 63
8.475 2,250.44 465,000.00
LOS ANGELES CA 90293 1 04/20/95 00
17765074 05 06/01/95 0
17765074 O 05/01/25
0
1417952 575/728 F 245,000.00 ZZ
DRUCKMAN MICHAEL N 360 244,859.04 1
12012 WHIPPOORWILL LANE 8.750 1,927.42 79
8.500 1,927.42 312,500.00
ROCKVILLE MD 20852 1 04/06/95 00
0380117110 05 06/01/95 0
421013954 O 05/01/25
0
1417955 575/728 F 270,000.00 ZZ
ABRAMOWITZ DANIEL 360 269,844.66 1
6513 WILMETT ROAD 8.750 2,124.09 90
8.500 2,124.09 300,000.00
BETHESDA MD 20817 1 04/11/95 14
0380117136 05 06/01/95 20
421013967 O 05/01/25
0
1417956 575/728 F 220,000.00 ZZ
RASPA CHARLES M 360 220,000.00 1
304 CLARE COURT 9.000 1,770.17 89
8.750 1,770.17 248,927.00
MARLBORO NJ 07751 1 05/04/95 14
0380116583 05 07/01/95 25
442006738 O 06/01/25
0
1417958 575/728 F 76,700.00 ZZ
WEBB RANDY L 360 76,654.72 1
3244 TEA ROSE DRIVE 8.625 596.56 70
8.375 596.56 109,573.00
JACKSONVILLE FL 32223 1 04/21/95 00
0380117144 03 06/01/95 0
425006298 O 05/01/25
0
1417959 696/728 F 272,000.00 ZZ
DOYLE HUGH P 360 272,000.00 1
1
3205 VAN HAZEN STREET N.W. 8.250 2,043.45 80
8.000 2,043.45 340,000.00
WASHINGTON DC 20015 1 05/08/95 00
0380116575 05 07/01/95 0
3113309 O 06/01/25
0
1417962 575/728 F 274,500.00 ZZ
CASSIDY DOUGLAS L 360 274,182.99 1
7 CRANDOL COURT 8.750 2,159.49 90
8.500 2,159.49 305,000.00
POQUOSON VA 23662 1 03/31/95 14
0380117151 05 05/01/95 20
438004815 O 04/01/25
0
1417964 575/728 F 229,600.00 ZZ
SHERMAN MICHAEL 360 229,457.29 1
6 BRINLEY DRIVE 8.375 1,745.13 80
8.125 1,745.13 287,000.00
OLD BRIDGE NJ 07747 1 05/01/95 00
0380117177 05 06/01/95 0
442006957 O 05/01/25
0
1417968 575/728 F 220,500.00 ZZ
KAZEM SCOTT N 360 220,217.83 1
46419 CEDARHURST DRIVE 8.250 1,656.54 90
8.000 1,656.54 245,000.00
STERLING VA 20165 1 03/30/95 14
0380117185 03 05/01/95 20
450008212 O 04/01/25
0
1417971 575/728 F 260,000.00 ZZ
VASQUEZ JUAN F 360 259,834.21 1
317 N. ST ASAPH STREET 8.250 1,953.29 73
8.000 1,953.29 360,000.00
ALEXANDRIA VA 22314 1 04/20/95 00
0380117201 07 06/01/95 0
450008230 O 05/01/25
0
1417978 439/439 F 266,000.00 ZZ
STEVENS DARRELL W 360 266,000.00 1
3149 OAKWOOD ROAD 8.450 2,035.90 80
8.325 2,035.90 332,500.00
CAMERON PARK CA 95682 1 04/28/95 00
17784828 05 07/01/95 0
1
17784828 O 06/01/25
0
1418017 575/728 F 237,000.00 ZZ
DEMBIEC JEFFREY E 360 237,000.00 1
11528 PEBBLE CREEK DRIVE 8.375 1,801.37 80
8.125 1,801.37 296,260.00
TIMONIUM MD 21093 1 05/03/95 00
0380116716 09 07/01/95 0
1093475 O 06/01/25
0
1418025 083/728 F 227,500.00 ZZ
SHAKIBKOO ERSEL 360 227,369.11 1
4406 MEDLEY PLACE 8.750 1,789.74 48
(ENCINO AREA) 8.500 1,789.74 475,000.00
LOS ANGELES CA 91316 1 04/19/95 00
0380116666 05 06/01/95 0
1083318 O 05/01/25
0
1418069 478/728 F 404,000.00 T
KING WARREN 360 403,590.37 1
230 6TH AVENUE 9.375 3,360.27 80
9.125 3,360.27 505,000.00
SANTA CRUZ CA 95062 2 03/15/95 00
0380116856 05 05/01/95 0
3214641213 O 04/01/25
0
1418096 201/728 F 250,000.00 ZZ
MANCIAS FERNANDO G 360 249,870.39 1
FM 907 WEST RIDGE 9.250 2,056.69 84
2/10TH EAST 9.000 2,056.69 300,000.00
ALAMO TX 78516 1 04/24/95 10
0380117466 05 06/01/95 12
6800804186 O 05/01/25
0
1418100 403/728 F 420,000.00 ZZ
KAZARIAN DICKRAN A 360 419,752.03 1
225 TREASURE ROAD 8.625 3,266.72 80
8.375 3,266.72 525,000.00
FAIRFIELD CT 06430 1 04/21/95 00
0380117854 05 06/01/95 0
6378772 O 05/01/25
0
1
1418114 664/728 F 258,100.00 ZZ
GREEN PHILIP P 360 258,100.00 1
7968 SW 189TH AVENUE 9.000 2,076.74 80
8.750 2,076.74 322,628.00
BEAVERTON OR 97007 1 05/03/95 00
0380117375 03 07/01/95 0
1978014 O 06/01/25
0
1418127 766/728 F 45,900.00 T
AGUILERA MICHAEL 360 45,900.00 1
6345 COLLINS AVENUE #502 9.000 369.32 80
8.750 369.32 57,400.00
MIAMI BEACH FL 33141 1 05/11/95 00
0380119306 08 07/01/95 0
95HA031 O 06/01/25
0
1418188 556/728 F 332,500.00 ZZ
PACKER III JAMES G 360 332,308.70 1
3221 N 1ST PLACE 8.750 2,615.78 95
8.500 2,615.78 350,000.00
ARLINGTON VA 22201 1 04/28/95 04
0380117417 05 06/01/95 30
7257967 O 05/01/25
0
1418199 267/267 F 348,800.00 ZZ
COHEN ROXANE 360 348,800.00 1
1135 CANYON VIEW DRIVE 8.625 2,712.94 80
8.375 2,712.94 436,000.00
LAGUNA BEACH CA 92651 1 04/28/95 00
7322102 05 07/01/95 0
7322102 O 06/01/25
0
1418214 313/728 F 165,500.00 ZZ
MALONE SR ELVIN 360 165,500.00 1
548 BROOKSIDE DRIVE 8.875 1,316.80 35
8.625 1,316.80 484,000.00
MACON GA 31210 2 05/12/95 00
0380119868 05 07/01/95 0
5646047 O 06/01/25
0
1418227 604/728 F 396,000.00 ZZ
CAFFESE ROBERT 360 395,619.06 1
SKYHIGH DRIVE 9.625 3,365.96 90
9.375 3,365.96 440,000.00
1
HAMILTON TOWNSH PA 18360 1 03/17/95 10
0380117508 05 05/01/95 25
54116716 O 04/01/25
0
1418235 637/728 F 68,000.00 ZZ
RAMLALL KAMLA R 360 68,000.00 1
114-02 109TH AVENUE 9.250 559.42 50
9.000 559.42 138,000.00
RICHMOND HILL NY 11419 1 05/03/95 00
0380117797 05 07/01/95 0
4460689 O 06/01/25
0
1418238 637/728 F 234,050.00 ZZ
MIKE DARRYL C 360 234,050.00 1
9 CHRISTINA AVENUE 8.875 1,862.21 90
8.625 1,862.21 260,100.00
JAMESBURG NJ 08831 1 05/02/95 12
0380118217 05 07/01/95 25
4430294 O 06/01/25
0
1418240 637/728 F 273,000.00 ZZ
BARTON EDMUND C 360 273,000.00 1
630 COALITION VIEW COURT 8.875 2,172.11 66
8.625 2,172.11 415,000.00
PARK CITY UT 84060 1 05/05/95 00
0380117698 05 07/01/95 0
3082583 O 06/01/25
0
1418245 590/728 F 300,000.00 ZZ
LETENDRE LORRAINE 360 300,000.00 1
15911 FISHER ISLAND DR 9.000 2,413.87 57
#15911F 8.750 2,413.87 530,000.00
MIAMI FL 33109 1 05/30/95 00
0380126673 01 07/01/95 0
0501015277 O 06/01/25
0
1418284 083/728 F 320,450.00 ZZ
GAULT JR. ROBERT R 360 320,265.63 1
31216 BOCA RATON PLACE 8.750 2,520.98 85
8.500 2,520.98 377,000.00
LAGUNA NIGUEL CA 92677 1 04/24/95 14
0380117326 03 06/01/95 17
1083354 O 05/01/25
0
1
1418298 083/728 F 228,000.00 ZZ
LAMBDIN SCOTT 360 227,875.46 1
313 HARFORD PLACE 9.000 1,834.54 95
8.750 1,834.54 240,000.00
UPLAND CA 91786 1 04/25/95 04
0380117359 05 06/01/95 30
1080691 O 05/01/25
0
1418302 439/439 F 364,000.00 ZZ
HAWKINS MARK J 360 364,000.00 1
16890 SPENCER AVENUE 8.300 2,747.42 80
8.175 2,747.42 455,000.00
LOS GATOS CA 95032 1 05/01/95 00
17775149 05 07/01/95 0
17775149 O 06/01/25
0
1418305 439/439 F 462,400.00 ZZ
MCGOVERN MIKE 360 462,400.00 1
1788 CORBETT HIGHLAND PLACE 8.550 3,571.86 80
8.425 3,571.86 578,000.00
ARROYO GRANDE CA 93420 1 04/21/95 00
17722836 05 07/01/95 0
17722836 O 06/01/25
0
1418307 439/439 F 247,900.00 ZZ
WILLIAMS AUDLEY M 360 247,900.00 1
12648 SOUTHEAST 78TH PLACE 8.600 1,923.74 80
8.475 1,923.74 309,900.00
NEW CASTLE WA 98056 1 04/27/95 00
17751124 05 07/01/95 0
17751124 O 06/01/25
0
1418308 439/439 F 285,000.00 ZZ
YOUNG DONALD R 360 285,000.00 1
6 RANDOLPH DRIVE 8.050 2,101.18 80
7.925 2,101.18 357,000.00
DIX HILLS NY 11746 1 05/11/95 00
17777509 05 07/01/95 0
17777509 O 06/01/25
0
1418341 776/728 F 493,600.00 ZZ
RAETHER DAVID 360 493,600.00 1
1
1742 WARWICK ROAD 9.250 4,060.73 80
9.000 4,060.73 617,200.00
SAN MARINO CA 91108 1 05/03/95 95
0380119520 05 07/01/95 0
1120601 O 06/01/25
0
1418345 822/728 F 280,000.00 ZZ
GILL JOSEPH 360 277,915.55 1
7 SADDLEVIEW LANE 8.125 2,079.00 68
7.875 2,079.00 415,000.00
DOYLESTOWN PA 18901 2 08/04/94 00
0380117532 05 10/01/94 0
0076010139 O 09/01/24
0
1418348 766/728 F 41,900.00 T
ESCALONA WILFREDO 360 41,900.00 1
6345 COLLINS AVE #640 8.875 333.38 80
#640 8.625 333.38 52,400.00
MIAMI BEACH FL 33141 1 05/25/95 00
0380122482 08 07/01/95 0
95HA035 O 06/01/25
0
1418363 462/462 F 153,750.00 ZZ
BUMKENS BRUCE K 360 153,674.37 1
74 CALLE VISTA GRANDE 9.500 1,292.82 75
9.250 1,292.82 205,000.00
BERNALILLO NM 87004 4 04/19/95 00
4284551 05 06/01/95 0
4284551 O 05/01/25
0
1418368 898/728 F 242,000.00 ZZ
DESAI MAHESH B 360 242,000.00 1
39296 FULTON COURT 9.125 1,968.99 69
8.875 1,968.99 352,500.00
FARMINGTON HILL MI 48331 5 05/08/95 00
0380117821 05 07/01/95 0
5046084 O 06/01/25
0
1418382 822/728 F 210,000.00 ZZ
ALMANZOR MARIA L 360 208,435.66 1
120 CHOPEN DRIVE 8.125 1,559.25 55
7.875 1,559.25 385,000.00
WAYNE NJ 07470 2 06/08/94 00
0380117961 05 08/01/94 0
1
0366004042 O 07/01/24
0
1418398 A04/728 F 100,000.00 ZZ
GLASSLEY ALBERT S 360 100,000.00 1
9237 TALBERT AVENUE 9.375 831.75 46
9.125 831.75 220,000.00
FOUNTAIN VALLEY CA 92708 2 05/03/95 00
0380117771 05 07/01/95 0
950414092 O 06/01/25
0
1418443 076/728 F 75,000.00 ZZ
FARRELL J W 360 74,964.07 1
72720 CACTUS COURT NO C 9.625 637.49 66
9.375 637.49 115,000.00
PALM DESERT CA 92260 1 04/12/95 00
0380122805 01 06/01/95 0
4669402 O 05/01/25
0
1418445 106/106 F 291,950.00 ZZ
HYNSI BLAIR B 360 291,806.39 1
7261 WOODLORE DRIVE 9.500 2,454.88 90
9.250 2,454.88 324,400.00
WEST BLOOMFIELD MI 48323 1 04/03/95 04
2545382 03 06/01/95 20
2545382 O 05/01/25
0
1418447 637/728 F 250,000.00 T
SERPE RALPH 360 249,870.39 1
2 NEW YORK BOULEVARD 9.250 2,056.69 53
9.000 2,056.69 475,000.00
SEA GIRT NJ 08750 1 04/28/95 00
0380118951 05 06/01/95 0
4028486 O 05/01/25
0
1418451 575/728 F 341,100.00 ZZ
SMITH DAVID 360 341,100.00 1
4600 ROBERTS ROAD 9.250 2,806.15 90
9.000 2,806.15 379,000.00
LAND O LAKES FL 34639 1 05/11/95 04
0380117995 05 07/01/95 20
423006456 O 06/01/25
0
1
1418455 637/728 F 151,150.00 ZZ
NISPEL JEFFREY A 360 151,073.67 1
1032 VESTAL LANE 9.375 1,257.19 70
9.125 1,257.19 215,931.00
CARROLLTON TX 75007 1 04/26/95 00
0380119439 03 06/01/95 0
3943917 O 05/01/25
0
1418456 562/728 F 180,000.00 ZZ
BAUM JEFFREY 360 180,000.00 1
ROUTE 9W & FERN ROAD 8.750 1,416.07 59
8.500 1,416.07 310,000.00
PALISADES NY 10964 1 05/12/95 00
0380124207 05 07/01/95 0
90021098 O 06/01/25
0
1418471 076/728 F 254,800.00 ZZ
TABLADA RICARDO 360 254,649.57 1
16495 SOUTHEAST 57TH PLACE 8.625 1,981.81 80
8.375 1,981.81 319,000.00
BELLEVUE WA 98006 1 04/12/95 00
0380122813 05 06/01/95 0
4666452 O 05/01/25
0
1418474 637/728 F 154,150.00 ZZ
KINGSBURY KEITH A 360 154,061.31 1
4938 GLACIER DRIVE 8.750 1,212.70 80
8.500 1,212.70 193,500.00
EAGLE ROCK AREA CA 90041 1 04/20/95 00
0380119561 05 06/01/95 0
4514170 O 05/01/25
0
1418477 299/728 F 297,000.00 ZZ
FOWLER JAMES S 360 296,467.83 1
662 ROCKY TOP ROAD 10.000 2,606.39 90
9.750 2,606.39 330,000.00
SPARTA TN 38583 2 02/03/95 14
0380119454 05 03/01/95 17
856351 O 02/01/25
0
1418480 299/728 F 309,000.00 ZZ
BLACKBURN ROBERT E 360 308,182.11 1
10 VALLEY MEADOW DRIVE 9.750 2,654.79 80
9.500 2,654.79 386,307.00
1
T/O PARMA NY 14559 1 02/28/95 00
0380119785 05 04/01/95 0
281767 O 03/01/25
0
1418482 299/728 F 256,400.00 ZZ
DIRENZO GREGORY S 360 256,277.16 1
17870 STONELEIGH DRIVE 9.625 2,179.38 76
9.375 2,179.38 340,000.00
ROUND HILL VA 22141 4 04/14/95 00
0380119538 05 06/01/95 0
257782 O 05/01/25
0
1418486 076/728 F 531,991.00 ZZ
DHARIA TARUN M 360 531,684.92 1
788 STEPHANIE CIRCLE 8.750 4,185.18 80
8.500 4,185.18 664,989.00
GREAT FALLS VA 22066 1 04/21/95 00
0380122821 03 06/01/95 0
4656502 O 05/01/25
0
1418487 299/728 F 297,000.00 ZZ
HOOK M J 360 296,557.53 1
5800 E 6TH AVENUE PARKWAY 9.500 2,497.34 64
9.250 2,497.34 465,000.00
DENVER CO 80220 2 02/23/95 00
0380119470 05 04/01/95 0
856796 O 03/01/25
0
1418489 299/728 F 216,000.00 ZZ
OLSON W. B 360 215,780.99 1
8546 CANDLELIGHT DRIVE EAST 9.375 1,796.58 90
9.125 1,796.58 240,000.00
WILLOW SPRINGS IL 60480 1 03/15/95 14
0380119488 05 05/01/95 17
857120 O 04/01/25
0
1418491 025/025 F 279,900.00 ZZ
ZWERNER MARK 360 279,721.51 1
1103 S.W. TERRACE 8.250 2,102.80 80
8.000 2,102.80 349,926.00
PEMBROKE PINES FL 33027 1 04/28/95 00
108252 05 06/01/95 0
108252 O 05/01/25
0
1
1418492 299/728 F 216,000.00 ZZ
FAUL JR. LLOYD J 360 215,332.60 1
4059 TIMBER RIDGE DRIVE 9.375 1,796.58 60
9.125 1,796.58 360,000.00
VIRGINIA BEACH VA 23455 1 11/14/94 00
0380118647 03 01/01/95 0
271263 O 12/01/24
0
1418496 299/728 F 481,000.00 ZZ
VUKSICH GREGORY D 360 479,412.13 1
3607 NORTH VERNON STREET 9.375 4,000.72 78
9.125 4,000.72 620,000.00
ARLINGTON VA 22207 1 11/23/94 00
0380119702 05 01/01/95 0
257753 O 12/01/24
0
1418498 299/728 F 337,600.00 ZZ
LAMBERT MACIEJ 360 337,084.53 1
249 ST. ANTHONY'S DRIVE 9.375 2,807.99 80
MOORESTOWN TOWNSHIP 9.125 2,807.99 422,122.00
BURLINGTON COUN NJ 08057 1 02/28/95 00
0380118662 05 04/01/95 0
279846 O 03/01/25
0
1418501 299/728 F 220,000.00 ZZ
FAY JR. LAWRENCE J 360 219,288.84 1
11 ATKINSON COURT 8.250 1,652.79 88
MEDFORD TOWNSHIP 8.000 1,652.79 251,910.00
BURLINGTON COUN NJ 08055 1 12/22/94 04
0380119256 05 02/01/95 17
274368 O 01/01/25
0
1418503 299/728 F 346,000.00 ZZ
SIMMONS ARTHUR W 360 345,610.62 1
1921 GLENWICK DRIVE 8.875 2,752.93 90
8.625 2,752.93 387,000.00
PLANO TX 75093 1 03/09/95 14
0380118308 05 05/01/95 17
856990 O 04/01/25
0
1418508 299/728 F 265,500.00 ZZ
CASEY SUSAN M 360 265,201.20 1
1
3710 ANNANDALE ROAD 8.875 2,112.44 90
8.625 2,112.44 295,000.00
ANNANDALE VA 22003 1 03/24/95 10
0380118274 05 05/01/95 17
279010 O 04/01/25
0
1418509 299/728 F 239,200.00 ZZ
KUHNS, III WALTER R 360 238,930.81 1
65 COOL SPRINGS ROAD 8.875 1,903.18 80
8.625 1,903.18 299,000.00
SIGNAL MOUNTAIN TN 37377 1 03/27/95 00
0380118191 05 05/01/95 0
284330 O 04/01/25
0
1418513 299/728 F 300,000.00 ZZ
SMITH RICHARD A 360 299,687.74 1
1022 SHORE VIEW CIRCLE 9.250 2,468.03 71
9.000 2,468.03 422,847.00
CROWNSVILLE MD 21032 2 03/21/95 00
0380119587 05 05/01/95 0
282045 O 04/01/25
0
1418514 299/728 F 228,500.00 ZZ
OWEN WILLIAM A 360 228,255.86 1
14240 KENMONT DRIVE 9.125 1,859.16 77
8.875 1,859.16 298,000.00
MIDLOTHIAN VA 23113 1 03/24/95 00
0380119413 05 05/01/95 0
271052 O 04/01/25
0
1418515 299/728 F 265,000.00 ZZ
BENSON JEFFREY A 360 264,716.87 1
36 OSHA SPRINGS ROAD 9.125 2,156.13 65
8.875 2,156.13 412,000.00
PLACITAS NM 87043 4 03/15/95 00
0380118209 05 05/01/95 0
280435 O 04/01/25
0
1418516 299/299 F 248,000.00 ZZ
MCDONALD C S 360 247,437.67 1
14048 BIG BEAR COURT 8.875 1,973.20 80
8.625 1,973.20 310,000.00
MONTPELIER VA 23192 1 01/09/95 00
239351 03 03/01/95 0
1
235351 O 02/01/25
0
1418540 076/728 F 229,000.00 ZZ
FERNANDES SUZANNE M 360 228,767.80 1
74 MEADOWVIEW ROAD 9.375 1,904.71 90
9.125 1,904.71 254,900.00
GROTON MA 01450 1 03/31/95 10
0380122847 03 05/01/95 25
4427392 O 04/01/25
0
1418557 306/728 F 240,000.00 ZZ
HELTON BARRY B 360 240,000.00 1
3325 CLUBVIEW TERRACE 8.750 1,888.09 69
8.500 1,888.09 350,000.00
COLORADO SPRING CO 80906 4 05/12/95 00
0380118423 05 07/01/95 0
2199313 O 06/01/25
0
1418575 313/728 F 328,500.00 ZZ
SMITH JEFF W 360 328,500.00 1
103 HOWARD OAKS DRIVE 8.375 2,496.84 90
8.125 2,496.84 365,000.00
MACON GA 31210 1 05/15/95 04
0380119835 05 07/01/95 25
5647623 O 06/01/25
0
1418629 664/728 F 288,000.00 ZZ
SUMPTER VINCENT 360 288,000.00 1
943 CLARA DRIVE 9.250 2,369.31 80
9.000 2,369.31 360,000.00
PALO ALTO CA 94303 2 05/02/95 00
0380121567 05 07/01/95 0
2026631 O 06/01/25
0
1418630 299/728 F 210,400.00 ZZ
DAVIS MICHAEL W 360 210,070.24 1
10080 POPLAR HALL COURT 9.250 1,730.91 93
9.000 1,730.91 227,457.00
MECHANICSVILLE VA 23111 1 02/09/95 04
0380118738 03 04/01/95 25
270982 O 03/01/25
0
1
1418631 664/728 F 229,400.00 ZZ
DIXON DANIEL E 360 229,400.00 1
13654 SW HILLSHIRE DRIVE 8.750 1,804.70 90
8.500 1,804.70 254,900.00
TIGARD OR 97223 1 05/04/95 10
0380121575 05 07/01/95 25
1979558 O 06/01/25
0
1418634 299/299 F 224,000.00 ZZ
SOMERS STEVEN R 360 223,760.68 1
12524 SURREY CIRCLE DRIVE 9.125 1,822.54 80
8.875 1,822.54 280,000.00
FORT WASHINGTON MD 20744 1 03/20/95 00
271524 05 05/01/95 0
271524 O 04/01/25
0
1418635 299/299 F 226,000.00 ZZ
MCCLOSKEY JR. JOSEPH F 360 225,389.39 1
3915 TRIAD COURT 9.125 1,838.82 87
8.875 1,838.82 261,000.00
WOODBRIDGE VA 22192 2 12/12/94 11
251990 03 02/01/95 17
251990 O 01/01/25
0
1418637 267/267 F 358,200.00 ZZ
HARRIGAN ROBERT 360 358,200.00 1
744 PLYMOUTH WAY 8.625 2,786.05 90
8.375 2,786.05 398,000.00
BURLINGAME CA 94010 1 04/24/95 10
7305590 05 07/01/95 25
7305590 O 06/01/25
0
1418638 267/267 F 266,000.00 ZZ
GANDESBERY THOMAS R 360 266,000.00 1
4026 LAKESHORE AVENUE 8.625 2,068.93 95
8.375 2,068.93 280,000.00
OAKLAND CA 94610 1 05/01/95 11
7305867 05 07/01/95 30
7305867 O 06/01/25
0
1418639 267/267 F 413,100.00 ZZ
MARTINEZ JOSE L 360 413,100.00 1
281 E SHEPHERD AVENUE 8.625 3,213.05 90
8.375 3,213.05 459,000.00
1
FRESNO CA 93720 1 04/28/95 12
7305582 05 07/01/95 25
7305582 O 06/01/25
0
1418640 776/728 F 233,700.00 ZZ
REDECKER THOMAS M 360 233,700.00 1
3939 COMMUNITY AVENUE 8.875 1,859.42 95
LA CRESCENTA AREA 8.625 1,859.42 246,000.00
GLENDALE CA 91214 1 05/12/95 14
0380121781 05 07/01/95 30
2121323 O 06/01/25
0
1418644 372/728 F 372,000.00 ZZ
DAUCETT MICHELLE L 360 371,802.04 1
400 BUCKBOARD LANE 9.125 3,026.71 80
8.875 3,026.71 465,000.00
OJAI CA 93023 1 04/10/95 00
0380121864 05 06/01/95 0
8484230 O 05/01/25
0
1418645 299/728 F 149,250.00 ZZ
GARRETT ANDREW S 360 149,094.63 1
112 BOSCOBEL ROAD 9.250 1,227.85 75
9.000 1,227.85 199,900.00
FREDERICKSBURG VA 22405 1 03/06/95 00
0380119686 05 05/01/95 0
272278 O 04/01/25
0
1418674 169/169 F 272,200.00 ZZ
GANNON MARTIN J 360 272,058.88 1
1401-S NORTH WEILAND 9.250 2,239.33 90
8.750 2,239.33 302,500.00
CHICAGO IL 60614 1 05/01/95 10
2704153 09 06/01/95 25
2704153 O 05/01/25
0
1418718 637/728 F 245,100.00 ZZ
DI CARLO MASSINILI 360 245,100.00 1
4545 ALLOTT AVENUE 9.500 2,060.94 95
9.250 2,060.94 258,000.00
SHERMAN OAKS CA 91423 1 05/05/95 01
0380119637 05 07/01/95 30
3462314 O 06/01/25
0
1
1418765 074/728 F 265,500.00 ZZ
LEE JAMES 360 265,094.61 1
611 HOLLYRIDGE DRIVE 9.375 2,208.30 90
9.125 2,208.30 295,000.00
ENCINITAS CA 92024 1 02/23/95 10
0380124173 05 04/01/95 25
1567117913 O 03/01/25
0
1418766 074/728 F 274,500.00 ZZ
RAMIREZ MIGUEL A 360 274,500.00 2
47-22 204TH STREET 9.125 2,233.43 90
8.875 2,233.43 305,000.00
BAYSIDE NY 11361 1 05/08/95 04
0380122326 05 07/01/95 25
1111004370 O 06/01/25
0
1418767 074/728 F 272,000.00 T
KLEIN ALAN 360 271,862.64 1
14 BAY COLONY COURT 9.375 2,262.36 80
9.125 2,262.36 340,000.00
EAST HAMPTON NY 11937 1 04/21/95 00
0380123951 05 06/01/95 0
1111004846 O 05/01/25
0
1418768 074/728 F 247,500.00 ZZ
MELOTH NANCY A 360 247,375.01 85
44 GRAMERCY PARK NORTH #16A 9.375 2,058.58 75
9.125 2,058.58 330,000.00
NEW YORK NY 10010 1 04/25/95 00
0380124397 11 06/01/95 0
1111004857 O 05/01/25
0
1418769 074/728 F 215,900.00 T
WADE JOHN D 360 215,796.57 1
6450 DUNE DRIVE 9.625 1,835.13 46
9.375 1,835.13 475,000.00
AVALON NJ 08202 2 04/17/95 00
0380120668 05 06/01/95 0
1112007045 O 05/01/25
0
1418770 074/728 F 245,700.00 ZZ
KATEN IRENE L 360 245,444.26 1
1
129 TACKORA TRAIL 9.250 2,021.32 90
9.000 2,021.32 273,000.00
RIDGEFIELD CT 06877 1 03/30/95 14
0380124546 05 05/01/95 20
1112008558 O 04/01/25
0
1418771 074/728 F 375,000.00 ZZ
COURNEY DALE E 360 374,820.35 1
517 NORTH LAKE BOULEVARD 9.625 3,187.46 75
9.375 3,187.46 502,000.00
MAHOPAC NY 10541 1 04/13/95 00
0380124348 05 06/01/95 0
1500038650 O 05/01/25
0
1418772 074/728 F 277,200.00 ZZ
CONROY MICHAEL T 360 276,888.04 1
5104 CHOWAN AVENUE 8.875 2,205.53 90
8.625 2,205.53 309,000.00
ALEXANDRIA VA 22304 1 03/24/95 01
0380126715 05 05/01/95 20
1500045714 O 04/01/25
0
1418773 074/728 F 230,000.00 ZZ
WEBB KENNETH B 360 229,867.66 1
4245 SHARPSBURG DRIVE 8.750 1,809.42 80
8.500 1,809.42 290,000.00
BIRMINGHAM AL 35213 1 04/10/95 00
0380124447 05 06/01/95 0
1503034791 O 05/01/25
0
1418774 074/728 F 570,000.00 ZZ
MANFREDI JOSEPH F 360 569,129.68 1
24 LITTLE HARBOR ROAD 9.375 4,740.98 72
9.125 4,740.98 795,000.00
COHASSET MA 02025 5 02/28/95 00
0380124157 05 04/01/95 0
1506014510 O 03/01/25
0
1418775 074/728 F 385,000.00 T
SODERBERG JERRY P 360 384,566.74 1
118 HIGHLANDS DRIVE 8.875 3,063.23 52
8.625 3,063.23 745,211.00
ELKHORN AT SUN ID 83354 1 03/30/95 00
0380123688 03 05/01/95 0
1
1506021071 O 04/01/25
0
1418776 074/728 F 211,500.00 ZZ
HARRIS MICHAEL F 360 211,384.47 1
2121 NORTH 120TH STREET 9.000 1,701.78 90
8.750 1,701.78 235,000.00
SEATTLE WA 98133 1 04/06/95 14
0380123175 05 06/01/95 25
1506021639 O 05/01/25
0
1418777 074/728 F 203,200.00 ZZ
EDWARDS GRANT G 360 203,091.86 1
15880 LYMINGTON COMMON 9.125 1,653.31 79
8.875 1,653.31 258,000.00
CHESTERFIELD MO 63005 5 04/25/95 00
0380122342 05 06/01/95 0
1506022358 O 05/01/25
0
1418778 074/728 F 568,000.00 ZZ
KIRKMAN PETER C 360 567,681.57 1
4025 94TH AVE NORTHEAST 8.875 4,519.26 80
8.625 4,519.26 710,000.00
BELLEVUE WA 98004 1 04/20/95 00
0380124306 05 06/01/95 0
1506024568 O 05/01/25
0
1418779 074/728 F 260,000.00 ZZ
GLASER DONALD J 360 259,854.24 1
6032 ANNETTE CIRCLE 8.875 2,068.68 80
8.625 2,068.68 325,000.00
HUNTINGTON BEAC CA 92647 1 04/06/95 00
0380124439 05 06/01/95 0
1507019202 O 05/01/25
0
1418780 074/728 F 242,250.00 ZZ
MURDOCK RICK W 360 242,110.63 1
4565 LAKEWOOD COURT 8.750 1,905.78 84
8.500 1,905.78 290,000.00
RENO NV 89509 1 04/19/95 10
0380124181 05 06/01/95 12
1507024360 O 05/01/25
0
1
1418781 074/728 F 220,000.00 ZZ
HECK MICHAEL A 360 219,876.66 1
38 CREEKWOOD DRIVE 8.875 1,750.42 71
8.625 1,750.42 310,478.00
MONTGOMERY TX 77356 4 04/25/95 00
0380124462 03 06/01/95 0
1510007020 O 05/01/25
0
1418783 074/728 F 244,000.00 ZZ
FARIS GREGORY W 360 243,855.94 1
2042 SANTA CRUZ AVENUE 8.625 1,897.81 80
8.375 1,897.81 305,000.00
MENLO PARK CA 94025 1 04/18/95 00
0380120650 05 06/01/95 0
1561290165 O 05/01/25
0
1418784 074/728 F 270,000.00 ZZ
ORENSTEIN DAVID B 360 270,000.00 1
1228 OXFORD STREET 8.625 2,100.04 65
8.375 2,100.04 420,000.00
BERKELEY CA 94709 1 05/01/95 00
0380126491 05 07/01/95 0
1561290369 O 06/01/25
0
1418785 074/728 F 385,600.00 ZZ
EVANS ROBERT J 360 385,600.00 1
146 UKIAH COURT 8.625 2,999.16 80
8.375 2,999.16 482,000.00
WALNUT CREEK CA 94595 1 05/01/95 00
0380123563 03 07/01/95 0
1561290405 O 06/01/25
0
1418787 074/728 F 350,000.00 ZZ
SIMON DAVID E 360 350,000.00 1
119 JORDAN AVENUE 8.875 2,784.76 72
8.625 2,784.76 491,000.00
LOS ALTOS CA 94022 1 05/04/95 00
0380120635 05 07/01/95 0
1561291000 O 06/01/25
0
1418788 074/728 F 269,600.00 ZZ
NAVARRO CHARLES 360 269,600.00 1
5807 DAWN VIEW COURT 8.750 2,120.95 80
8.500 2,120.95 337,000.00
1
CASTRO VALLEY CA 94552 1 05/01/95 00
0380124223 05 07/01/95 0
1561291270 O 06/01/25
0
1418790 074/728 F 350,000.00 ZZ
FRIEDMAN LEONARD M 360 349,776.81 1
317 SOUTH MCCARTY DRIVE 8.250 2,629.44 44
8.000 2,629.44 811,000.00
BEVERLY HILLS CA 90212 1 04/27/95 00
0380120585 05 06/01/95 0
1562120717 O 05/01/25
0
1418791 074/728 F 237,500.00 ZZ
MUSHARBASH MUNTHER 360 237,500.00 1
1001 SOUTH MOUNTVALE COURT 8.750 1,868.42 70
8.500 1,868.42 340,000.00
ANAHEIM CA 92808 1 05/01/95 00
0380123522 03 07/01/95 0
1562121491 O 06/01/25
0
1418792 074/728 F 258,000.00 ZZ
MILLER JOYCE B 360 257,851.56 1
15 MORNING SUN 8.750 2,029.69 80
8.500 2,029.69 322,500.00
IRVINE CA 92715 1 04/26/95 00
0380123530 09 06/01/95 0
1562121593 O 05/01/25
0
1418793 074/728 F 250,000.00 ZZ
ORR SCOTT 360 250,000.00 1
481 WALES COURT 8.875 1,989.12 72
8.625 1,989.12 348,746.00
COPPELL TX 75019 1 05/10/95 00
0380123712 05 07/01/95 0
1563102517 O 06/01/25
0
1418794 074/728 F 320,000.00 ZZ
WEST BLAKE 360 320,000.00 1
4900 BRADFORD COURT 9.375 2,661.60 80
9.125 2,661.60 400,000.00
FORT WORTH TX 76132 1 05/05/95 00
0380124199 05 07/01/95 0
1563103430 O 06/01/25
0
1
1418795 074/728 F 348,500.00 ZZ
STEELMAN DAVID D 360 348,304.62 1
174 BAUM BAY DRIVE 8.875 2,772.83 85
8.625 2,772.83 410,000.00
MILLEDGEVILLE GA 31061 2 04/28/95 10
0380126475 05 06/01/95 12
1566057340 O 05/01/25
0
1418796 074/728 F 328,500.00 ZZ
BRABAND RICHARD M 360 328,500.00 1
5 WHITE CLIFF 9.250 2,702.49 90
9.000 2,702.49 365,000.00
LAGUNA NIGUEL CA 92677 1 05/01/95 11
0380120643 03 07/01/95 25
1567119872 O 06/01/25
0
1418797 074/728 F 399,200.00 ZZ
TREISTER NEIL 360 398,976.20 1
401 RANGER ROAD 8.875 3,176.22 80
8.625 3,176.22 499,000.00
FALLBROOK CA 92028 1 04/21/95 00
0380123647 05 06/01/95 0
1567120146 O 05/01/25
0
1418798 074/728 F 228,000.00 ZZ
BARNES ROBERT E 360 227,878.66 1
2609 COLIBRI LANE 9.125 1,855.09 88
8.875 1,855.09 260,000.00
CARLSBAD CA 92009 2 04/20/95 11
0380123787 03 06/01/95 25
1567120612 O 05/01/25
0
1418800 074/728 F 264,000.00 ZZ
PELSZYNSKI STANLEY 360 264,000.00 1
2052 MACKINNON AVENUE 8.750 2,076.89 80
8.500 2,076.89 330,000.00
ENCINITAS CA 92007 1 05/03/95 00
0380120627 05 07/01/95 0
1567122662 O 06/01/25
0
1418801 074/728 F 505,000.00 ZZ
INGRAM KEITH M 360 504,716.89 1
1
1341 EAST DESERT WILLOW DRIVE 8.875 4,018.01 78
8.625 4,018.01 655,649.00
PHOENIX AZ 85048 1 04/28/95 00
0380121120 03 06/01/95 0
1569119760 O 05/01/25
0
1418802 074/728 F 290,450.00 ZZ
STUCKEY LAUREL 360 290,287.16 1
20019 CROW CREEK ROAD 8.875 2,310.96 89
8.625 2,310.96 327,000.00
CASTRO VALLEY CA 94546 1 04/25/95 10
0380121963 03 06/01/95 25
1573119436 O 05/01/25
0
1418803 074/728 F 400,000.00 ZZ
SABIN SHARON D 360 400,000.00 1
36450 NE WILSONVILLE ROAD 8.750 3,146.81 44
8.500 3,146.81 925,000.00
NEWBERG OR 97132 5 05/01/95 00
0380121922 05 07/01/95 0
1575006645 O 06/01/25
0
1418804 074/728 F 255,200.00 ZZ
KONKOL RICHARD J 360 255,045.40 1
633 S.E. MANCHESTER PLACE 8.500 1,962.27 80
8.250 1,962.27 319,000.00
PORTLAND OR 97202 1 04/26/95 00
0380123571 05 06/01/95 0
1575006984 O 05/01/25
0
1418805 074/728 F 270,000.00 ZZ
GILLESPIE EDWARD H 360 270,000.00 1
13124 WHISPER CREED DRIVE 8.875 2,148.25 80
8.625 2,148.25 339,525.00
CHARLOTTE NC 28277 1 05/08/95 00
0380124256 03 07/01/95 0
1577011840 O 06/01/25
0
1418806 074/728 F 387,250.00 ZZ
LYNCH DANIEL C 360 387,027.20 1
4262 SOUTH HUDSON PARKWAY 8.750 3,046.50 80
8.500 3,046.50 485,000.00
ENGLEWOOD CO 80110 1 04/27/95 00
0380123746 05 06/01/95 0
1
1579008482 O 05/01/25
0
1418807 074/728 F 275,000.00 ZZ
DORE MARK A 360 275,000.00 1
1936 SOUTH ROUTT COURT 8.500 2,114.52 78
8.250 2,114.52 355,000.00
LAKEWOOD CO 80225 2 05/09/95 00
0380124165 05 07/01/95 0
1579008711 O 06/01/25
0
1418808 074/728 F 336,000.00 ZZ
HUNT WAYNE M 360 336,000.00 1
40 WALSH STREET 9.000 2,703.54 80
8.750 2,703.54 420,000.00
NUNTUCKET MA 02554 1 05/10/95 00
0380123761 05 07/01/95 0
1580012931 O 06/01/25
0
1418809 074/728 F 214,000.00 ZZ
HENRY DOUGLAS N 360 213,886.11 1
16772 THORNGATE ROAD 9.125 1,741.18 80
8.875 1,741.18 267,500.00
BATH TOWNSHIP MI 48823 2 04/24/95 00
0380123480 05 06/01/95 0
1581012788 O 05/01/25
0
1418810 074/728 F 229,500.00 ZZ
BAILEY JOSEPH 360 229,371.33 1
RD 3 BOX 3328B 8.875 1,826.01 90
8.625 1,826.01 255,000.00
EAST STROUDSBUR PA 18301 1 04/24/95 14
0380123985 05 06/01/95 25
1584006850 O 05/01/25
0
1418811 074/728 F 202,000.00 ZZ
SCHAFER JACOB F 360 202,000.00 1
16 EN PROVENCE 8.500 1,553.21 75
8.250 1,553.21 270,000.00
CHERRY HILL NJ 08003 1 05/08/95 00
0380124264 05 07/01/95 0
1584007966 O 06/01/25
0
1
1418812 074/728 F 195,000.00 ZZ
WILLIAMS ROBERT S 360 194,896.22 1
1024 BENTON HARBOR BOULEVARD 9.125 1,586.59 75
8.875 1,586.59 261,000.00
MOUNT JULIET TN 37122 1 04/28/95 00
0380121880 05 06/01/95 0
1585009027 O 05/01/25
0
1418813 074/728 F 232,650.00 ZZ
MILLSAPS BRYANT 360 232,522.92 1
104 SOUTH GOVERNORS COVE 9.000 1,871.96 90
8.750 1,871.96 258,500.00
HENDERSONVILLE TN 37075 1 04/28/95 04
0380123720 03 06/01/95 25
1585009640 O 05/01/25
0
1418814 074/728 F 292,000.00 ZZ
GARCIA ANA 360 291,836.29 1
807 UNIVERSITY BLVD EAST 8.875 2,323.29 80
8.625 2,323.29 365,000.00
SILVER SPRING MD 20903 2 04/28/95 00
0380124280 05 06/01/95 0
1587009924 O 05/01/25
0
1418815 074/728 F 244,000.00 ZZ
PAOLETTI CHARLES R 240 243,278.12 1
6015 LEBANON DRIVE 9.125 2,214.99 70
8.875 2,214.99 350,000.00
FALLS CHURCH VA 22041 5 03/31/95 00
0380124132 05 05/01/95 0
1592010933 O 04/01/15
0
1418816 074/728 F 264,000.00 ZZ
ROSE WAYNE B 360 264,000.00 1
1912 DARNELL ST 8.875 2,100.50 73
8.625 2,100.50 362,535.00
LIBERTYVILLE IL 60048 1 05/10/95 00
0380124074 05 07/01/95 0
1601131915 O 06/01/25
0
1418817 074/728 F 700,000.00 ZZ
MACON MICHAEL G 360 699,553.63 1
11819 SHEPARDS CROSSING 8.250 5,258.87 72
8.000 5,258.87 985,000.00
1
CLARKSVILLE MD 21029 4 04/28/95 00
0380122037 05 06/01/95 0
1721149766 O 05/01/25
0
1418818 074/728 F 385,200.00 ZZ
FISHMAN LOREN M 360 385,200.00 20
330 WEST END AVENUE 9B 9.125 3,134.12 80
8.875 3,134.12 487,000.00
NEW YORK NY 10023 1 05/12/95 00
0380124405 13 07/01/95 0
1111005259 O 06/01/25
0
1418819 074/728 F 690,000.00 ZZ
MAGLIOCCO JOSEPH J 360 690,000.00 112
65 CENTRAL PARK WEST #12B 9.000 5,551.90 75
8.750 5,551.90 920,000.00
NEW YORK NY 10023 1 05/12/95 00
0380124355 12 07/01/95 0
1112013762 O 06/01/25
0
1418820 074/728 F 320,250.00 ZZ
SWEENEY GREGORY B 360 319,880.15 1
41 FREEMAN COURT 8.750 2,519.41 75
8.500 2,519.41 427,000.00
WINDHAM ME 04062 1 03/31/95 00
0380125451 03 05/01/95 0
1500031120 O 04/01/25
0
1418821 074/728 F 218,250.00 ZZ
ANDERSON RANDY 360 218,136.85 1
4460 N 125 WEST 9.250 1,795.49 75
9.000 1,795.49 291,000.00
PLEASANT VIEW UT 84414 5 04/11/95 00
0380123241 05 06/01/95 0
1506023962 O 05/01/25
0
1418822 074/728 F 225,000.00 ZZ
FRENCH JOHN D 360 224,877.10 1
11010 BELLE ROSE CIRCLE 9.000 1,810.40 87
8.750 1,810.40 260,000.00
SHREVEPORT LA 71129 4 04/28/95 04
0380124298 03 06/01/95 25
1510006912 O 05/01/25
0
1
1418824 074/728 F 420,000.00 ZZ
EDMONDSON MIKE R 360 420,000.00 1
108 MORNING DOVE COURT 8.750 3,304.15 80
8.500 3,304.15 525,000.00
ARGYLE TX 76226 4 05/12/95 00
0380124140 05 07/01/95 0
1563103622 O 06/01/25
0
1418826 076/728 F 210,000.00 ZZ
JONES CHRISTOPHH 360 209,885.29 1
36982 KENMORE 9.000 1,689.71 90
8.750 1,689.71 235,500.00
FARMINGTON HILL MI 48335 1 04/21/95 10
0380122854 05 06/01/95 25
4465852M O 05/01/25
0
1418838 232/232 F 500,000.00 ZZ
NEWKIRK PAUL A 360 499,740.79 1
2639 SILVER CLOUD DRIVE 9.250 4,113.38 66
9.000 4,113.38 760,000.00
PARK CITY UT 84060 2 04/13/95 00
527006 05 06/01/95 0
527006 O 05/01/25
0
1418845 664/728 F 320,400.00 ZZ
MINASSIAN ARMEN G 360 320,400.00 1
60 ENCINO AVENUE 8.875 2,549.25 90
8.625 2,549.25 356,000.00
CAMARILLO AREA CA 93010 1 05/04/95 11
0380122706 05 07/01/95 17
2035426 O 06/01/25
0
1418847 640/640 F 273,600.00 ZZ
STORZ DANIEL M 360 273,442.59 1
575 KENROSE STREET 8.750 2,152.41 80
8.625 2,152.41 342,000.00
COLLIERVILLE TN 38017 1 04/26/95 00
0780106 05 06/01/95 0
0780106 O 05/01/25
0
1418851 076/728 F 258,875.00 ZZ
TIBBETS ALBERT S 360 258,726.06 1
1
5796 ARLENE WAY 8.750 2,036.57 95
8.500 2,036.57 272,500.00
LIVERMORE CA 94550 1 04/14/95 10
0380122862 05 06/01/95 30
4462392 O 05/01/25
0
1418862 617/617 F 324,000.00 ZZ
HOGAN MICHAEL R 360 323,827.57 1
9368 ROBYN HILLS DRIVE 9.125 2,636.18 80
8.875 2,636.18 405,000.00
SUNSET HILLS MO 63127 1 04/05/95 00
482791 05 06/01/95 0
482791 O 05/01/25
0
1418865 617/617 F 288,000.00 ZZ
ALDRICH BRADLEY D 360 287,621.92 1
16443 ANDRAES DR. 8.125 2,138.40 80
7.875 2,138.40 360,000.00
CHESTERFIELD MO 63005 1 03/22/95 00
482874 03 05/01/95 0
482874 O 04/01/25
0
1418866 617/617 F 210,000.00 ZZ
CLENDENIN LAWRENCE H 360 209,882.27 1
148 WEST ZIA ROAD 8.875 1,670.85 52
8.625 1,670.85 409,000.00
SANTA FE NM 87505 2 04/07/95 00
482759 05 06/01/95 0
482759 O 05/01/25
0
1418869 617/617 F 260,000.00 T
CATRABONE DONALD R 360 259,603.01 1
501 WINDSOR PLACE 9.375 2,162.55 80
9.125 2,162.55 325,000.00
HILTON HEAD IS. SC 29928 1 02/28/95 00
650835 08 04/01/95 0
650835 O 03/01/25
0
1418871 617/617 F 306,000.00 ZZ
BROOKS RICHARD H 360 305,681.50 1
14529 WELLINGTON ESTATES DRIVE 9.250 2,517.39 90
9.000 2,517.39 340,000.00
CHESTERFIELD MO 63017 1 03/21/95 14
482704 03 05/01/95 25
1
482704 O 04/01/25
0
1418873 617/617 F 280,000.00 ZZ
MUETTERTIES JOHN H 360 279,716.10 1
4424 HUNTERS CHASE ROAD 9.375 2,328.90 79
9.125 2,328.90 357,651.00
LAS CRUCES NM 88011 1 03/21/95 00
482798 05 05/01/95 0
482798 O 04/01/25
0
1418875 617/617 F 235,800.00 ZZ
RATER JOSEPH M 360 235,534.62 1
11 FLEETWOOD DRIVE 8.875 1,876.14 90
8.625 1,876.14 262,000.00
LADUE MO 63124 1 03/31/95 14
482671 03 05/01/95 17
482671 O 04/01/25
0
1418876 617/617 F 240,000.00 ZZ
PROFFITT BOB 360 239,868.91 1
1305 ROBERTSON DRIVE 9.000 1,931.09 78
8.750 1,931.09 310,000.00
CRESTWOOD KY 40014 2 04/07/95 00
650237 05 06/01/95 0
650237 O 05/01/25
0
1418877 617/617 F 335,700.00 ZZ
STARSON, JR. PETER P 360 335,368.45 1
1735 N. ATLANTIC BLVD. 9.500 2,822.75 90
9.250 2,822.75 373,000.00
FT. LAUDERDALE FL 33305 1 04/04/95 14
690304 03 05/01/95 20
690304 O 04/01/25
0
1418881 617/617 F 217,600.00 ZZ
LEVITT SANDRA L 360 217,471.53 1
11505 DESERT CLASSIC, N.E. 8.625 1,692.47 80
8.375 1,692.47 272,050.00
ALBUQUERQUE NM 87111 1 04/07/95 00
482942 03 06/01/95 0
482942 O 05/01/25
0
1
1418885 439/439 F 252,000.00 ZZ
WATT ROMAN G 360 252,000.00 1
1725 BRITTAN AVENUE 8.900 2,009.55 90
8.775 2,009.55 280,000.00
SAN CARLOS CA 94070 1 05/05/95 04
1778301 05 07/01/95 25
1778301 O 06/01/25
0
1418899 686/686 F 245,500.00 R
MCKITTRICK CHRISTOP 360 245,500.00 1
20076 OCEAN KEY DRIVE 8.875 1,953.31 80
8.625 1,953.31 306,990.00
BOCA RATON FL 33498 1 05/10/95 00
30816741177 03 07/01/95 0
30816741177 O 06/01/25
0
1418900 686/686 F 107,000.00 ZZ
CHAVEZ MANUEL 360 107,000.00 1
2225 PITTNER LANE 8.500 822.74 70
8.250 822.74 152,900.00
PLANO TX 75025 1 05/05/95 00
30816796841 05 07/01/95 0
30816796841 O 06/01/25
0
1418935 201/201 F 180,000.00 ZZ
COSTANTINO JOSEPH A 360 180,000.00 1
33 TRUE'S DRIVE 8.875 1,432.17 68
COUNTY OF SUFFOLK 8.625 1,432.17 265,000.00
WEST ISLIP NY 11795 1 05/15/95 00
2400804502 05 07/01/95 0
2400804502 O 06/01/25
0
1418943 638/728 F 322,200.00 ZZ
ARTIST J W 360 322,200.00 1
6307 SOUTH JAMAICA COURT 8.875 2,563.57 75
8.625 2,563.57 429,678.00
ENGLEWOOD CO 80111 1 05/12/95 00
0380121690 03 07/01/95 0
02530574 O 06/01/25
0
1418987 A53/728 F 267,300.00 ZZ
ARONSON IRA 360 262,438.52 1
1044 BRAEMOOR UNIT #D 8.000 1,961.35 90
7.750 1,961.35 297,000.00
1
DOWNERS GROVE IL 60515 1 04/28/93 11
0380120015 01 06/01/93 17
290011718 O 05/01/23
0
1418991 A53/728 F 227,700.00 ZZ
CERAGIOLI RICHARD J 360 222,276.68 1
1801 HOLLY LANE 8.625 1,771.03 90
8.375 1,771.03 253,000.00
FLOSSMOOR IL 60422 1 09/30/92 04
0380120056 05 11/01/92 17
290011228 O 10/01/22
0
1418994 A53/728 F 243,000.00 ZZ
WOLFE ARTHUR H 360 237,978.82 1
978 COVENTRY LANE 8.375 1,846.98 45
8.125 1,846.98 550,000.00
HIGHLAND PARK IL 60035 2 11/02/92 00
0380120007 05 01/01/93 0
290011345 O 12/01/22
0
1419170 076/728 F 103,600.00 ZZ
MCFARLAND ALEX 360 103,489.32 1
163 RAINBOW DRIVE 9.125 842.92 70
8.875 842.92 148,000.00
GRAND JUNCTION CO 81503 1 03/03/95 00
0380122888 05 05/01/95 0
4438032M O 04/01/25
0
1419178 A53/728 F 319,200.00 ZZ
NEMETH JEFFREY M 360 309,001.46 1
601 LAUREL AVENUE 8.000 2,342.18 80
7.750 2,342.18 399,000.00
WILMETTE IL 60091 1 05/06/94 00
0380120064 05 07/01/94 0
290013625 O 06/01/24
0
1419183 172/172 F 349,000.00 ZZ
PARK DAVID S 360 348,340.72 1
36 BLUE HILLS DRIVE 9.750 2,998.45 62
9.500 2,998.45 569,000.00
HOLMDEL NJ 07733 1 01/09/95 00
500057718 05 03/01/95 0
500057718 O 02/01/25
0
1
1419184 172/172 F 228,000.00 ZZ
BALDWIN JR R M 360 227,633.24 1
2 SADDLE RIDGE DRIVE 9.125 1,855.08 75
8.875 1,855.08 304,000.00
CLINTON TOWNSHI NJ 08801 1 02/15/95 00
500057754 05 04/01/95 0
500057754 O 03/01/25
0
1419185 172/172 F 230,700.00 ZZ
REAVES GEORGE D 360 230,240.68 1
8811 ROYAL CREST DRIVE 9.500 1,939.85 90
9.250 1,939.85 258,925.00
ADELPHI MD 20783 1 01/25/95 12
500057779 05 03/01/95 20
500057779 O 02/01/25
0
1419187 172/172 F 350,000.00 ZZ
GAYNOR JAMES W 360 349,422.15 1
261 FORREST ROAD 9.000 2,816.18 90
8.750 2,816.18 392,000.00
LOWER MERION TO PA 19066 1 02/28/95 10
500057972 05 04/01/95 25
500057972 O 03/01/25
0
1419188 172/172 F 231,200.00 ZZ
ASILIS CARLOS 360 230,952.99 1
16 MURRAY HILL MANOR 9.125 1,881.12 80
8.875 1,881.12 289,000.00
BOROUGH OF NEW NJ 07974 1 03/15/95 00
500057991 01 05/01/95 0
500057991 O 04/01/25
0
1419189 172/172 F 220,000.00 ZZ
SCHLEIMER JOHN 360 219,764.97 1
94 TULIP STREET 9.125 1,789.99 68
8.875 1,789.99 328,000.00
CITY OF SUMMIT NJ 07901 1 03/16/95 00
500057992 05 05/01/95 0
500057992 O 04/01/25
0
1419190 172/172 F 369,000.00 ZZ
ESHELMAN THOMAS R 360 368,605.76 1
1
2203 DELANCEY STREET 9.125 3,002.31 90
8.875 3,002.31 410,000.00
PHILADELPHIA PA 19103 1 03/17/95 10
500057996 05 05/01/95 25
500057996 O 04/01/25
0
1419192 172/172 F 216,000.00 T
KLASSEN JOHN 360 215,786.66 1
540 PEAK'S VIEW DRIVE 9.500 1,816.25 80
9.250 1,816.25 270,000.00
GALLATIN GATEWA MT 59030 1 03/24/95 00
500058045 05 05/01/95 0
500058045 O 04/01/25
0
1419193 172/172 F 310,000.00 ZZ
INNELLA ROBIN 360 309,642.00 1
4 BEACON BOULEVARD 8.750 2,438.77 54
8.500 2,438.77 580,000.00
SEAGRIT BOROUGH NJ 08750 1 03/27/95 00
500058046 05 05/01/95 0
500058046 O 04/01/25
0
1419194 172/172 F 209,000.00 ZZ
FOTOUHI NADER 360 208,788.08 1
1 DANIEL STREET 9.375 1,738.36 95
9.125 1,738.36 220,000.00
CHATHAM TOWNSHI NJ 07928 1 03/24/95 11
500058047 05 05/01/95 30
500058047 O 04/01/25
0
1419195 172/172 F 229,500.00 ZZ
ONDICH LISA 360 229,248.34 1
628 VASSAR ROAD 9.000 1,846.61 90
8.750 1,846.61 255,000.00
TREDYFFRIN TOWN PA 19087 1 03/24/95 10
500058048 05 05/01/95 25
500058048 O 04/01/25
0
1419196 172/172 F 317,000.00 ZZ
MOMJIAN MARK A 360 316,614.56 1
202 GARDEN PLACE 8.500 2,437.46 68
8.250 2,437.46 470,000.00
RADNOR TOWNSHIP PA 19087 1 03/31/95 00
500058053 05 05/01/95 0
1
500058053 O 04/01/25
0
1419197 172/172 F 244,600.00 ZZ
SIMONOFF ADAM J 360 244,331.78 1
8665 CHASE GLEN CIRCLE 9.000 1,968.11 80
8.750 1,968.11 305,800.00
FAIRFAX STATION VA 22039 1 03/29/95 00
500058054 05 05/01/95 0
500058054 O 04/01/25
0
1419198 172/172 F 245,250.00 ZZ
CANNELLA ANTHONY J 360 244,994.74 1
150 GARY ROAD 9.250 2,017.61 74
9.000 2,017.61 335,000.00
STAMFORD CT 06903 1 03/31/95 00
500058058 05 05/01/95 0
500058058 O 04/01/25
0
1419199 172/172 F 220,000.00 ZZ
DEGAN DENNIS D 360 219,739.29 1
135 PITT ROADREET 8.625 1,711.14 80
8.375 1,711.14 276,000.00
SPRINGIELD TOWN NJ 07081 1 03/31/95 00
500058059 05 05/01/95 0
500058059 O 04/01/25
0
1419200 172/172 F 235,000.00 ZZ
ARMSTRONG RICHARD N 360 234,871.64 1
1690 KINDRA COURT 9.000 1,890.86 72
8.750 1,890.86 327,000.00
BRENTWOOD TN 37027 1 04/04/95 00
500058060 05 06/01/95 0
500058060 O 05/01/25
0
1419201 172/172 F 480,000.00 ZZ
CONLIN JOHN W 360 479,709.22 1
620 HILLENDALE ROAD 8.500 3,690.78 60
8.250 3,690.78 800,000.00
CHADDS FORD PA 19317 1 04/06/95 00
500058063 05 06/01/95 0
500058063 O 05/01/25
0
1
1419202 172/172 F 276,000.00 ZZ
QUALEY DEBORAH A 360 275,841.21 1
12 PENNSYLVANIA AVE 8.750 2,171.29 80
8.500 2,171.29 345,000.00
REHOBOTH BEACH DE 19973 1 04/08/95 00
500058069 05 06/01/95 0
500058069 O 05/01/25
0
1419203 172/172 F 327,250.00 ZZ
MUSCIO ARTHUR P 360 327,061.72 1
433 MEER AVENUE 8.750 2,574.48 85
8.500 2,574.48 385,000.00
WYCKOFF TWP NJ 07481 1 04/17/95 10
500058129 05 06/01/95 12
500058129 O 05/01/25
0
1419204 172/172 F 314,770.00 BB
WARNE BRADLEY H 360 314,598.07 1
3950 FALLS RIDGE DRIVE 9.000 2,532.71 79
8.750 2,532.71 402,000.00
ALPHARETTA GA 30202 1 04/21/95 00
500058152 05 06/01/95 0
500058152 O 05/01/25
0
1419205 172/172 F 275,000.00 ZZ
DAVIS MARC E 360 274,829.07 1
10 APPLE TREE LANE 8.375 2,090.20 72
8.125 2,090.20 385,000.00
WARREN TOWNSHIP NJ 07060 1 04/28/95 00
500058163 05 06/01/95 0
500058163 O 05/01/25
0
1419206 172/172 F 256,500.00 ZZ
WOLCZANSKI JOSEPH A 360 256,367.03 1
4 CHUCKANUTTDRIVE 9.250 2,110.16 90
9.000 2,110.16 285,000.00
OAKLAND BOROUGH NJ 07436 1 04/28/95 11
500058164 05 06/01/95 25
500058164 O 05/01/25
0
1419207 172/172 F 220,000.00 BB
EAGAN PATRICK J 360 219,879.83 1
198 DEL PRADO DR 9.000 1,770.17 85
8.750 1,770.17 260,000.00
1
CAMPBELL CA 95008 1 04/24/95 10
500058167 05 06/01/95 12
500058167 O 05/01/25
0
1419208 172/172 F 251,100.00 ZZ
AHO GEORGE G 360 250,962.84 1
47736 EDINBURGH DRIVE 9.000 2,020.41 79
8.750 2,020.41 318,500.00
PLYMOUTH TWP MI 48170 1 05/01/95 00
500058170 05 06/01/95 0
500058170 O 05/01/25
0
1419209 172/172 F 253,900.00 ZZ
GREWAL TARLOCHANS 360 253,768.38 1
10 CAPE MAY DRIVE 9.250 2,088.77 80
9.000 2,088.77 317,462.00
MARLBORO TOWNSH NJ 07746 1 04/27/95 00
500058172 05 06/01/95 0
500058172 O 05/01/25
0
1419210 172/172 F 313,950.00 ZZ
DIAMOND MARK R 360 313,782.93 1
44 POLING FARM COURT 9.125 2,554.40 75
8.875 2,554.40 418,624.00
MONTGOMERY TOWN NJ 08502 1 04/28/95 00
500058180 05 06/01/95 0
500058180 O 05/01/25
0
1419211 172/172 F 265,000.00 ZZ
GIBADLO DONALD E 360 264,835.29 1
11 KIMISERLY ROAD 8.375 2,014.19 73
8.125 2,014.19 365,000.00
SCITVATE MA 02066 1 05/04/95 00
500058181 05 06/01/95 0
500058181 O 05/01/25
0
1419212 172/172 F 239,800.00 ZZ
JONES DOLORES E 360 238,862.03 1
1502-A S. PRAIRIE 8.750 1,886.51 80
BLDG #2 UNIT H18 8.500 1,886.51 299,770.00
CHICAGO IL 60605 1 04/21/95 00
500058183 01 06/01/95 0
500058183 O 05/01/25
0
1
1419213 172/172 F 368,000.00 ZZ
HELCHER ROBERT R 360 368,000.00 1
8541 ESTATE DRIVE SOUTH 8.875 2,927.97 80
8.625 2,927.97 460,000.00
WEST PALM BEACH FL 33414 1 05/05/95 00
500058188 05 07/01/95 0
500058188 O 06/01/25
0
1419214 172/172 F 464,000.00 ZZ
BOLTON THOMAS A 360 464,000.00 1
11944 LAKESHORE PLACE 8.500 3,567.76 80
8.250 3,567.76 580,000.00
NORTH PALM BEAC FL 33408 1 05/08/95 00
500058192 05 07/01/95 0
500058192 O 06/01/25
0
1419215 172/172 F 383,300.00 ZZ
CHUN JOHN Y 360 383,085.11 1
8254 GEORGE WASHINGTON COURT 8.875 3,049.71 90
8.625 3,049.71 425,925.00
VIENNA VA 22182 1 04/28/95 01
500058193 05 06/01/95 25
500058193 O 05/01/25
0
1419216 172/172 F 264,000.00 ZZ
WOLF BARRY 360 264,000.00 1
128 NORTH 8TH AVENUE 8.875 2,100.50 75
8.625 2,100.50 352,000.00
BOROUGH OF HIGH NJ 08904 1 05/15/95 00
500058207 05 07/01/95 0
500058207 O 06/01/25
0
1419218 076/076 F 250,000.00 ZZ
FISHMAN MILTON H 360 250,000.00 1
10461 N. 117TH PLACE 8.750 1,966.75 67
8.500 1,966.75 375,000.00
SCOTTSDALE AZ 85259 1 05/05/95 00
4655682 03 07/01/95 0
4655682 O 06/01/25
0
1419219 076/076 F 650,000.00 ZZ
RICHARDSON JR CHARLES C 360 649,616.24 1
1
466 EAST SHORE ROAD 8.625 5,055.64 77
8.375 5,055.64 855,000.00
JAMESTOWN RI 02835 1 05/01/95 00
4578262 05 06/01/95 0
4578262 O 05/01/25
0
1419220 076/076 F 278,550.00 ZZ
THOMAS JR WAYNE F 360 278,401.77 1
8906 SANDSTONE DRIVE 9.125 2,266.37 90
8.875 2,266.37 310,000.00
COLLEGE STATION TX 77845 1 04/20/95 10
4311742 05 06/01/95 25
4311742 O 05/01/25
0
1419238 560/560 F 286,000.00 R
PRUITT KURT C 360 280,992.95 1
511 WANAAO ROAD 8.250 2,148.62 80
8.000 2,148.62 357,500.00
KAILUA HI 96734 1 07/12/94 00
221510746 05 09/01/94 0
221510746 O 08/01/24
0
1419239 560/560 F 305,662.49 ZZ
JAMES III THOMAS 360 305,032.59 1
2005 LONG KNIFE COURT 9.375 2,543.63 75
9.125 2,543.63 410,000.00
LOUISVILLE KY 40207 1 12/21/94 00
450053616 05 02/01/95 0
450053616 O 01/01/25
0
1419240 560/560 F 80,000.00 ZZ
PISANO COSMO 360 79,952.77 1
161 WOODBROOK ROAD 8.625 622.23 23
8.375 622.23 359,900.00
WHITE PLAINS NY 10605 1 04/04/95 00
450110887 05 06/01/95 0
450110887 O 05/01/25
0
1419241 560/560 F 375,000.00 R
MOSSER JR RICHARD P 360 374,684.25 1
13461 EAST SAHUARO SUNSET 8.750 2,950.13 69
8.500 2,950.13 550,000.00
TUCSON AZ 85749 1 04/10/95 00
450115118 03 06/01/95 0
1
450115118 O 05/01/25
0
1419242 560/560 F 370,000.00 ZZ
COOK PAUL R 360 369,770.02 1
9226 WHISPERING PINES DRIVE 8.375 2,812.27 78
8.125 2,812.27 480,000.00
SALINE MI 48176 1 04/26/95 00
450117577 05 06/01/95 0
450117577 O 05/01/25
0
1419243 560/560 F 255,000.00 R
GOULD BARBARA F 360 254,845.52 1
919 S. BODIN STREET 8.500 1,960.73 85
8.250 1,960.73 300,000.00
HINSDALE IL 60521 1 04/26/95 10
450120845 05 06/01/95 17
450120845 O 05/01/25
0
1419244 560/560 F 77,350.00 ZZ
SHY SR KENNETH E 360 77,308.83 1
531 SPRING MEADOW CROSSING 9.125 629.35 61
8.875 629.35 128,576.00
WENTZVILLE MO 63385 1 04/28/95 00
450123906 03 06/01/95 0
450123906 O 05/01/25
0
1419245 560/560 F 232,200.00 R
DATCHER-SPARKS BELVA J 360 232,069.82 1
4361 AZTEC WAY 8.875 1,847.49 90
8.625 1,847.49 258,000.00
OKEMOS MI 48864 1 04/28/95 10
450124342 05 06/01/95 25
450124342 O 05/01/25
0
1419246 560/560 F 353,500.00 T
BARAB MARTIN J 360 353,311.88 1
610 VIA MONTE VISTA 9.125 2,876.19 69
8.875 2,876.19 515,000.00
PALM SPRINGS CA 92262 2 04/28/95 00
450130356 05 06/01/95 0
450130356 O 05/01/25
0
1
1419247 560/560 F 306,800.00 ZZ
DEDRICK GREGG 360 306,800.00 1
11618 PARAMONT WAY 8.000 2,251.19 80
7.750 2,251.19 383,500.00
PROSPECT KY 40059 1 05/10/95 00
450131305 05 07/01/95 0
450131305 O 06/01/25
0
1419248 560/560 F 283,500.00 ZZ
WESCOTT JOSEPH A 360 283,500.00 1
37 OLYMPIC LANE 9.000 2,281.11 90
8.750 2,281.11 315,000.00
NORTH ANDOVER MA 01845 1 05/10/95 04
450131370 05 07/01/95 25
450131370 O 06/01/25
0
1419249 560/560 F 224,200.00 ZZ
THOMAS GUY A 360 224,200.00 1
5336 VELOZ AVENUE 9.000 1,803.96 95
8.750 1,803.96 236,000.00
TARZANA CA 91356 1 04/28/95 10
450131891 05 07/01/95 30
450131891 O 06/01/25
0
1419250 560/560 F 280,850.00 ZZ
LAWHEAD CREIGHTONW 360 280,850.00 1
2829 AVENIDA VALERA 8.500 2,159.49 80
8.250 2,159.49 351,113.00
CARLSBAD CA 92009 1 05/08/95 00
450131958 03 07/01/95 0
450131958 O 06/01/25
0
1419251 560/560 F 157,000.00 ZZ
SMITH EDSON T 360 157,000.00 1
10 DEER MEADOW ROAD 8.750 1,235.12 62
8.500 1,235.12 257,000.00
DURHAM NH 03824 1 05/12/95 00
450132576 05 07/01/95 0
450132576 O 06/01/25
0
1419253 560/560 F 245,600.00 ZZ
QUEBRAL BERNARD R 360 245,600.00 1
8241 EMERALD LANE 8.875 1,954.10 90
8.625 1,954.10 272,896.00
1
WOODBURY MN 55125 1 05/15/95 04
450132808 05 07/01/95 25
450132808 O 06/01/25
0
1419254 560/560 F 559,900.00 ZZ
ANDERSON J W 360 559,900.00 1
11 DEGRAAF COURT 9.125 4,555.53 80
8.875 4,555.53 699,900.00
MAHWAH NJ 07430 1 05/15/95 00
450133483 05 07/01/95 0
450133483 O 06/01/25
0
1419255 560/560 F 323,100.00 ZZ
VAILL BRIAN 360 323,100.00 1
2116 VIZCAYA WAY 9.125 2,628.85 90
8.875 2,628.85 359,000.00
SAN JOSE CA 95124 1 05/04/95 14
450133582 03 07/01/95 25
450133582 O 06/01/25
0
1419256 560/560 F 268,000.00 ZZ
LACKEY JEFF A 360 268,000.00 1
1005 EAST CARDINAL DRIVE 8.500 2,060.69 89
8.250 2,060.69 304,000.00
SUNNYVALE CA 94087 1 05/09/95 04
450133608 05 07/01/95 25
450133608 O 06/01/25
0
1419257 560/560 F 436,000.00 ZZ
SHEPHERD DENNIS R 360 436,000.00 1
3602 EASTFIELD ROAD 9.125 3,547.44 80
8.875 3,547.44 545,000.00
CARMEL CA 93923 1 05/09/95 00
450133699 03 07/01/95 0
450133699 O 06/01/25
0
1419261 077/077 F 261,600.00 ZZ
KOSCIELSKI MATTHEW F 360 261,600.00 1
51346 NORTHILL COURT 8.875 2,081.41 75
8.625 2,081.41 348,900.00
GRANGER IN 46530 1 05/10/95 00
417680 03 07/01/95 0
417680 O 06/01/25
0
1
1419265 076/076 F 87,500.00 ZZ
CHANG LILY 360 87,459.17 1
6255 LINTON STREET 9.750 751.77 70
9.500 751.77 125,000.00
PALM BEACH GARD FL 33418 1 04/26/95 00
4171522 05 06/01/95 0
4171522 O 05/01/25
0
1419281 076/076 F 87,500.00 ZZ
FENG MICHAEL 360 87,500.00 1
6267 LINTON STREET 9.500 735.75 70
9.250 735.75 125,000.00
PALM BEACH GARD FL 33418 1 05/03/95 00
4171532 05 07/01/95 0
4171532 O 06/01/25
0
1419283 076/076 F 350,000.00 ZZ
WOODHEAD J D 360 350,000.00 1
19395 S.W. EDY ROAD 8.750 2,753.45 54
8.500 2,753.45 650,000.00
SHERWOOD OR 97140 1 05/03/95 00
6070471 05 07/01/95 0
6070471 O 06/01/25
0
1419287 136/728 F 216,000.00 ZZ
SACKER PAUL M 360 216,000.00 1
254-20 39TH AVENUE 9.250 1,776.98 90
9.000 1,776.98 240,000.00
LITTLE NECK NY 11362 1 05/15/95 04
0380121831 05 07/01/95 25
1386430 O 06/01/25
0
1419289 076/076 F 228,000.00 ZZ
BIXLER GARY D 360 227,868.82 1
14706 CROSSCREEK 8.750 1,793.68 80
8.500 1,793.68 285,000.00
AUSTIN TX 78737 1 04/28/95 00
4775552M 05 06/01/95 0
4775552M O 05/01/25
0
1419296 076/076 F 169,000.00 ZZ
COBB JR CHARLES K 360 169,000.00 1
1
2851 HOWELL MILL RD NW 8.750 1,329.52 55
8.500 1,329.52 310,000.00
ATLANTA GA 30327 5 05/03/95 00
4780262 05 07/01/95 0
4780262 O 06/01/25
0
1419304 076/076 F 281,250.00 ZZ
CLARKE STEVEN M 360 281,250.00 1
90 FRESH MEADOW ROAD 9.250 2,313.78 75
9.000 2,313.78 375,000.00
SOUTH KINGSTOWN RI 02879 5 05/04/95 00
4669262 05 07/01/95 0
4669262 O 06/01/25
0
1419310 051/728 F 263,600.00 ZZ
KETELSLEGER MICHAEL A 360 263,600.00 1
1483 RANCHO HILLS DRIVE 8.875 2,097.32 90
8.625 2,097.32 292,917.00
CHINO HILLS CA 91709 1 05/12/95 10
0380124025 05 07/01/95 25
10106446 O 06/01/25
0
1419316 076/076 F 142,500.00 ZZ
GRUNEBAUM SUSAN L 360 142,500.00 1
212 FAIRFIELD PLACE 8.375 1,083.11 60
8.125 1,083.11 237,500.00
FAIRFIELD CT 06430 1 05/05/95 00
4667772 05 07/01/95 0
4667772 O 06/01/25
0
1419349 076/076 F 233,700.00 ZZ
DUNMIRE II WILLIAM R 360 233,700.00 1
4087 NORMANDALE DRIVE 8.500 1,796.95 95
8.250 1,796.95 246,000.00
SAN JOSE CA 95118 1 05/09/95 10
4665282 05 07/01/95 25
4665282 O 06/01/25
0
1419384 403/728 F 277,000.00 ZZ
DEVRIES KEITH M 360 276,832.18 1
4 WATERHOUSE LANE 8.500 2,129.90 90
8.250 2,129.90 307,839.00
CHESTER CT 06412 1 04/27/95 04
0380121393 05 06/01/95 25
1
6377980 O 05/01/25
0
1419390 403/728 F 233,000.00 ZZ
MEGENIS DAVID J 360 233,000.00 1
8 NORTH PRINCETON DR 8.750 1,833.02 88
8.500 1,833.02 265,000.00
SHELTON CT 06484 1 05/02/95 14
0380122268 05 07/01/95 25
6376008 O 06/01/25
0
1419408 A52/728 F 222,000.00 ZZ
HIRSCH EDWARD D 360 222,000.00 1
7405 CROMPTON COURT 8.625 1,726.69 71
8.375 1,726.69 315,000.00
DUNWOODY GA 30350 2 05/23/95 00
0380121336 05 07/01/95 0
HIRSCH O 06/01/25
0
1419409 363/363 F 252,000.00 ZZ
PENNER MARC S 360 252,000.00 1
14502 WHISPER WIND DRIVE 8.875 2,005.03 89
8.750 2,005.03 284,000.00
CARMEL IN 46032 1 05/17/95 10
8214822906 03 07/01/95 30
8214822906 O 06/01/25
0
1419411 225/225 F 300,000.00 ZZ
FLICK CONRAD L 360 298,982.18 1
110 ST. LENVILLE DRIVE 9.125 2,440.90 80
8.875 2,440.90 375,000.00
CARY NC 27511 1 01/27/95 00
8804249 03 03/01/95 0
8804249 O 02/01/25
0
1419682 225/225 F 320,000.00 ZZ
BRANN WILLIAM F 360 318,931.41 1
9510 PALMETTO DRIVE 9.000 2,574.79 80
8.750 2,574.79 400,000.00
ISLE OF THE PAL SC 29451 1 11/14/94 00
8002965 08 01/01/95 0
8002965 O 12/01/24
0
1
1419683 225/225 F 275,000.00 ZZ
GENTLESK, SR. PHILIP J 360 270,129.18 1
6713 SETON HOUSE LANE 8.875 2,188.02 54
8.625 2,188.02 510,000.00
CHARLOTTE NC 28277 1 09/30/94 00
2379309 03 11/01/94 0
2379309 O 10/01/24
0
1419684 225/225 F 268,000.00 ZZ
FOWLER RONALD F 360 267,407.82 1
5611 KESWICK COURT 9.000 2,156.39 80
8.750 2,156.39 335,000.00
WILMINGTON NC 28409 1 01/06/95 00
8804325 05 03/01/95 0
8804325 O 02/01/25
0
1419685 225/225 F 272,850.00 ZZ
BLACK, SR. JOHN D 360 272,093.57 1
2340 VERNON DRIVE 9.000 2,195.41 75
8.750 2,195.41 363,800.00
CHARLOTTE NC 28211 2 12/09/94 00
8002779 05 02/01/95 0
8002779 O 01/01/25
0
1419690 470/728 F 279,000.00 ZZ
AMIGLIORE GARY C 360 279,000.00 1
530 SOUTH SANTIAGO WAY 8.500 2,145.27 90
8.250 2,145.27 310,000.00
ANAHEIM CA 92807 1 05/19/95 11
0380122094 03 07/01/95 17
01171718 O 06/01/25
0
1419692 225/225 F 257,650.00 ZZ
ROOS JOHN T 360 256,485.08 1
119 DRAYMORE WAY 9.000 2,073.11 79
8.750 2,073.11 327,000.00
CARY NC 27513 1 11/22/94 00
8002684 05 01/01/95 0
8002684 O 12/01/24
0
1419704 225/225 F 500,000.00 ZZ
EDLIN TODD H 360 498,649.23 1
33 SPRING OAKS COURT 9.125 4,068.16 80
8.875 4,068.16 625,000.00
1
ATLANTA GA 30327 1 12/23/94 00
8003417 05 02/01/95 0
8003417 O 01/01/25
0
1419712 225/225 F 279,000.00 ZZ
GOLKE DAVID A 360 278,338.52 1
1119 S DARLING DRIVE NW 9.750 2,397.04 89
9.500 2,397.04 315,000.00
ALEXANDRIA MN 56308 1 12/23/94 14
8804158 05 02/01/95 17
8804158 O 01/01/25
0
1419713 225/225 F 248,500.00 ZZ
RIBANDO PHILIP P 360 247,670.19 1
8226 BAR HARBOR LANE 9.000 1,999.48 64
8.750 1,999.48 390,000.00
CHARLOTTE NC 28210 1 11/18/94 00
2343240 03 01/01/95 0
2343240 O 12/01/24
0
1419714 225/225 F 233,000.00 ZZ
MARCOUX II J P 360 232,625.20 1
21 BEAUMONT'S POND DRIVE 9.125 1,895.76 90
8.875 1,895.76 259,000.00
MANSFIELD MA 02048 1 02/08/95 14
8804606 05 04/01/95 17
8804606 O 03/01/25
0
1419718 225/225 F 240,000.00 ZZ
TEISMANN JAMES E 360 239,334.65 1
1005 ERIN'S WAY 9.000 1,931.09 74
8.750 1,931.09 328,500.00
RALEIGH NC 27617 2 12/22/94 00
8003264 03 02/01/95 0
8003264 O 01/01/25
0
1419721 225/225 F 650,000.00 ZZ
SALNOSKE KARL D 360 648,053.45 1
8275 ALVORD STREET 8.625 5,055.63 62
8.375 5,055.63 1,050,000.00
MCLEAN VA 22102 1 12/20/94 00
8804373 05 02/01/95 0
8804373 O 01/01/25
0
1
1419726 225/225 F 377,000.00 ZZ
SEMERTZIDES JAMES N 360 376,166.97 1
20 JAY COURT 9.000 3,033.43 80
8.750 3,033.43 472,500.00
SAYVILLE NY 11782 1 01/11/95 00
8804151 05 03/01/95 0
8804151 O 02/01/25
0
1419727 225/225 F 375,000.00 ZZ
VAN EVERY SHERRY M 360 342,412.73 1
4010 SEMINOLE COURT 9.125 3,051.12 29
8.875 3,051.12 1,300,000.00
CHARLOTTE NC 28210 2 10/14/94 00
8002363 05 12/01/94 0
8002363 O 11/01/24
0
1419730 225/225 F 247,000.00 ZZ
RUECKERT DANIEL C 360 246,213.02 1
25672 SW LADD HILL RD 9.500 2,076.90 78
9.250 2,076.90 317,500.00
SHERWOOD OR 97140 1 01/25/95 00
2388866 05 03/01/95 0
2388866 O 02/01/25
0
1419732 225/225 F 220,000.00 ZZ
MCIVER JEFFREY L 360 218,405.36 1
2306 VIRGINIA STREET 9.250 1,809.88 80
9.000 1,809.88 275,000.00
BERKELEY CA 94709 1 01/03/95 00
8600409 05 02/01/95 0
8600409 O 01/01/25
0
1419734 225/225 F 230,400.00 ZZ
LAUGHNER MICHAEL P 360 228,427.30 1
2105 NEUSE COLONY DRIVE 8.750 1,812.55 93
8.500 1,812.55 250,300.00
CLAYTON NC 27520 1 11/01/94 14
8002014 03 12/01/94 25
8002014 O 11/01/24
0
1419735 225/225 F 343,000.00 ZZ
BENZVI ISRAEL B 360 341,794.16 1
1
5709 SUGARBRUSH LANE 8.750 2,698.38 70
8.500 2,698.38 490,000.00
ROCKVILLE MD 20852 1 11/29/94 00
8101097 03 01/01/95 0
8101097 O 12/01/24
0
1419737 225/225 F 220,500.00 ZZ
NISHI GARY K 360 219,919.61 1
2184 COYOTE CREEK COURT 9.250 1,813.99 90
9.000 1,813.99 245,000.00
RANCHO CORDOVA CA 95670 1 12/13/94 14
8600378 03 02/01/95 17
8600378 O 01/01/25
0
1419740 776/728 F 420,000.00 ZZ
KASLOW MICHAEL 360 420,000.00 1
15454 SOUTH MOUNTAIN ROAD 9.250 3,455.24 65
9.000 3,455.24 650,000.00
SANTA PAULA CA 93060 2 05/11/95 00
0380122474 05 07/01/95 0
2121309 O 06/01/25
0
1419744 225/225 F 217,700.00 ZZ
SANDERS, JR THOMAS J 360 217,111.86 1
8017 PONY PASTURE COURT 9.125 1,771.28 90
8.875 1,771.28 241,976.00
RALEIGH NC 27612 1 12/30/94 14
8804248 05 02/01/95 17
8804248 O 01/01/25
0
1419746 225/225 F 230,400.00 ZZ
JOHNSON, III W P 360 230,270.84 1
150 SOUTH 294TH PLACE 8.875 1,833.16 90
8.625 1,833.16 256,000.00
FEDERAL WAY WA 98003 1 04/19/95 14
8501663 05 06/01/95 25
8501663 O 05/01/25
0
1419752 225/225 F 290,500.00 ZZ
O'NEILL MICHAEL C 360 290,500.00 1
8800 N 66TH PL 8.750 2,285.36 57
8.500 2,285.36 510,000.00
PARADISE VALLEY AZ 85253 2 05/01/95 00
8501901 05 07/01/95 0
1
8501901 O 06/01/25
0
1419753 225/225 F 210,000.00 ZZ
NEWTON, JR CHARLES R 360 209,447.24 1
13117 SIERRA COURT 9.250 1,727.61 80
9.000 1,727.61 263,000.00
LAKE OSWEGO OR 97035 1 12/09/94 00
8600314 05 02/01/95 0
8600314 O 01/01/25
0
1419758 225/225 F 247,500.00 ZZ
HORTON PHILIP A 360 246,980.80 1
1 CABBAGE CROSSING 9.250 2,036.12 90
9.000 2,036.12 275,000.00
SAVANNAH GA 31411 1 01/13/95 14
8003496 03 03/01/95 17
8003496 O 02/01/25
0
1419759 225/225 F 276,800.00 ZZ
RAGHURAM RAJAGOPAL 360 276,032.62 1
1483 EDDINGTON PLACE 9.000 2,227.19 80
8.750 2,227.19 346,000.00
SAN JOSE CA 95128 1 12/09/94 00
8600375 05 02/01/95 0
8600375 O 01/01/25
0
1419763 225/225 F 389,500.00 ZZ
MALIK PANKAJ 240 386,398.19 1
11501 GREAT FALLS WAY 8.625 3,411.04 80
8.375 3,411.04 486,925.00
GREAT FALLS VA 22066 1 12/29/94 00
8101238 03 02/01/95 0
8101238 O 01/01/15
0
1419766 225/225 F 248,000.00 T
NASH HENRY G 360 247,849.77 1
6801 COLUMBUS ROAD 8.500 1,906.90 80
8.250 1,906.90 310,000.00
LIZELLA GA 31052 1 04/27/95 00
8005207 05 06/01/95 0
8005207 O 05/01/25
0
1
1419796 225/225 F 296,000.00 ZZ
PATUCCI MARY 360 295,691.91 1
225 ROSELAND AVENUE 9.250 2,435.12 80
9.000 2,435.12 370,000.00
ESSEX FELLS NJ 07021 1 03/24/95 00
8804900 05 05/01/95 0
8804900 O 04/01/25
0
1419805 225/225 F 283,500.00 ZZ
MARTINO ANTHONY M 360 283,345.15 1
21 RIVER PINE DRIVE 9.000 2,281.10 90
8.750 2,281.10 315,000.00
ROME GA 30165 1 04/28/95 14
8004904 05 06/01/95 25
8004904 O 05/01/25
0
1419807 225/225 F 312,000.00 ZZ
GONZALEZ JOHN P 360 311,497.76 1
25 VERSAILLES BLVD. 8.875 2,482.42 78
8.625 2,482.42 400,000.00
NEW ORLEANS LA 70125 1 03/14/95 00
8804895 05 05/01/95 0
8804895 O 04/01/25
0
1419808 225/225 F 219,000.00 ZZ
KNIGHT RICHARD M 360 218,516.11 1
4715 CHESTERFIELD PLACE 9.000 1,762.12 73
8.750 1,762.12 303,025.00
HIGH POINT NC 27282 1 01/03/95 00
8400336 05 03/01/95 0
8400336 O 02/01/25
0
1419813 966/728 F 650,000.00 ZZ
RING III JOSEPH J 360 650,000.00 1
1608 CLIFFVIEW 8.625 5,055.63 72
8.375 5,055.63 907,575.00
PLANO TX 75093 1 05/23/95 00
0380121948 03 07/01/95 0
0109410 O 06/01/25
0
1419815 439/439 F 221,000.00 ZZ
DINAPOLI JEFF 360 221,000.00 1
8 AZALEA LANE 8.050 1,629.33 67
7.925 1,629.33 329,850.00
1
SAN CARLOS CA 94070 1 05/18/95 00
1780047 01 07/01/95 0
1780047 O 06/01/25
0
1419816 225/225 F 440,000.00 ZZ
O'CONNOR KEVIN P 360 439,759.66 1
1520 NE 103 STREET 9.000 3,540.34 80
8.750 3,540.34 550,000.00
MIAMI SHORES FL 33138 1 04/28/95 00
8805057 05 06/01/95 0
8805057 O 05/01/25
0
1419817 225/225 F 391,500.00 ZZ
KEISER GLEN C 360 390,720.55 1
41 PUMPKIN HILL ROAD 9.500 3,291.94 88
9.250 3,291.94 445,000.00
WESTPORT CT 06880 1 01/17/95 14
8804370 05 03/01/95 17
8804370 O 02/01/25
0
1419818 439/439 F 303,700.00 ZZ
KOTERAS PATRICIA G 360 303,700.00 1
11345 DRYSDALE LANE 8.150 2,260.29 90
8.025 2,260.29 337,444.00
LOS ALAMITOS CA 90720 1 05/10/95 10
1777147 05 07/01/95 25
1777147 O 06/01/25
0
1419820 225/225 F 245,600.00 ZZ
MORRIS JOHN V 360 245,084.80 1
32 HERITAGE DRIVE 9.250 2,020.49 80
9.000 2,020.49 310,000.00
SAN RAFAEL CA 94901 1 01/13/95 00
8600351 03 03/01/95 0
8600351 O 02/01/25
0
1419821 439/439 F 242,400.00 ZZ
OFTEDAL TERRY M 360 242,400.00 1
7747 KNOLLBROOK DRIVE 8.200 1,812.56 80
8.075 1,812.56 303,000.00
PLEASANTON CA 94588 1 05/16/95 00
1764486 05 07/01/95 0
1764486 O 06/01/25
0
1
1419822 439/439 F 222,300.00 ZZ
RODRIGUEZ RALPH D 360 222,300.00 1
4621 AMBERWOOD AVENUE 8.200 1,662.26 90
8.075 1,662.26 247,000.00
LA PALMA CA 90623 1 05/16/95 10
1778398 05 07/01/95 25
1778398 O 06/01/25
0
1419823 439/439 F 324,000.00 ZZ
LEE PHILLIP 360 324,000.00 1
2310 SUNSET DRIVE 8.250 2,434.11 90
8.125 2,434.11 360,000.00
VENTURA CA 93001 1 05/15/95 10
1771900 05 07/01/95 25
1771900 O 06/01/25
0
1419824 439/439 F 435,000.00 ZZ
CLAUS NORMAN H 360 435,000.00 1
1384 FAIRWAY DRIVE 8.250 3,268.01 67
8.125 3,268.01 649,253.00
LOS ALTOS CA 94024 1 05/10/95 00
1772313 05 07/01/95 0
1772313 O 06/01/25
0
1419825 439/439 F 262,400.00 ZZ
CAPLINGER MICHAEL A 360 262,400.00 1
12775 FAIRBROOK ROAD 8.250 1,971.33 80
8.125 1,971.33 328,000.00
SAN DIEGO CA 92131 1 05/10/95 00
1773672 05 07/01/95 0
1773672 O 06/01/25
0
1419827 439/439 F 356,000.00 ZZ
TAKAHASHI SCOTT 360 356,000.00 1
19402 STURGESS DRIVE 8.250 2,674.51 80
8.125 2,674.51 445,000.00
TORRANCE CA 90503 1 05/17/95 00
1776209 05 07/01/95 0
1776209 O 06/01/25
0
1419828 439/439 F 360,000.00 ZZ
ENGEL BRUCE 360 360,000.00 1
1
126 RED HILL CIRLE 8.250 2,704.56 80
8.125 2,704.56 450,000.00
TIBURON CA 94920 1 05/16/95 00
1780119 01 07/01/95 0
1780119 O 06/01/25
0
1419829 439/439 F 296,100.00 ZZ
DEKEYZER JOHAN A 360 296,100.00 1
16 SANTA RIDA 8.250 2,224.51 80
8.125 2,224.51 370,125.00
IRVINE CA 92714 1 05/12/95 00
1782257 03 07/01/95 0
1782257 O 06/01/25
0
1419830 439/439 F 333,000.00 ZZ
KWIETKAUSKI RICHARD S 360 333,000.00 1
21850 EATON PLACE 8.450 2,548.70 80
8.325 2,548.70 416,250.00
CUPERTINO CA 95014 1 05/16/95 00
1774732 05 07/01/95 0
1774732 O 06/01/25
0
1419831 439/439 F 239,400.00 ZZ
SANDOVAL MIGUEL 360 239,400.00 1
21252 VALLEY VIEW DRIVE 8.450 1,832.31 90
8.325 1,832.31 266,000.00
WALNUT CA 91789 1 05/18/95 10
1781559 05 07/01/95 17
1781559 O 06/01/25
0
1419832 439/439 F 328,000.00 T
LEONARD CHARLES F 360 328,000.00 1
920 SIESTA KEY PLACE 8.500 2,522.04 80
8.375 2,522.04 410,000.00
SARASOTA FL 34242 1 05/19/95 00
1782722 05 07/01/95 0
1782722 O 06/01/25
0
1419833 439/439 F 488,000.00 ZZ
JUDICE STEVE 360 488,000.00 1
525 CRESS DRIVE 8.550 3,769.61 80
8.425 3,769.61 610,000.00
SANTA CRUZ CA 95060 2 05/09/95 00
1778008 05 07/01/95 0
1
1778008 O 06/01/25
0
1419835 225/225 F 480,000.00 ZZ
HOFFMAN JEFFREY G 360 478,703.28 1
5300 CROSS ROAD MANOR 9.125 3,905.43 71
8.875 3,905.43 680,000.00
ATLANTA GA 30327 1 12/23/94 00
8300182 05 02/01/95 0
8300182 O 01/01/25
0
1419836 225/225 F 250,000.00 ZZ
WALSH VINCENT A 360 249,732.89 1
70 HAMPTON ROAD 9.125 2,034.09 56
8.875 2,034.09 450,000.00
CHATHAM NJ 07928 1 03/30/95 00
8805000 05 05/01/95 0
8805000 O 04/01/25
0
1419837 439/439 F 320,000.00 ZZ
BRANDT EDUARDO M 360 320,000.00 1
460 BONTANA AVENUE 8.600 2,483.24 80
8.475 2,483.24 400,000.00
FT LAUDERDALE FL 33301 1 05/18/95 00
1780445 05 07/01/95 0
1780445 O 06/01/25
0
1419838 439/439 F 280,000.00 ZZ
TOLLEY BRUCE W 360 280,000.00 1
1447 RICHARDSON AVENUE 8.750 2,202.77 50
8.625 2,202.77 560,000.00
LOS ALTOS CA 94024 1 05/01/95 00
1777674 05 07/01/95 0
1777674 O 06/01/25
0
1419839 225/225 F 280,000.00 ZZ
BARNUM ROBERT B 360 279,223.74 1
2128 NORTHWEST 97TH STREET 9.000 2,252.94 67
8.750 2,252.94 420,725.00
SEATTLE WA 98117 1 12/08/94 00
8600316 05 02/01/95 0
8600316 O 01/01/25
0
1
1419841 225/225 F 212,000.00 ZZ
VOSSLER ROBERT M 360 211,599.56 1
4960 BIRMINGHAM DR 9.750 1,821.40 80
9.500 1,821.40 265,000.00
SAN JOSE CA 95136 1 01/09/95 00
8600425 05 03/01/95 0
8600425 O 02/01/25
0
1419842 225/225 F 303,200.00 ZZ
MCLAIN KIMBERLY A 360 302,073.93 1
19 MARINA DRIVE 9.250 2,494.35 80
9.000 2,494.35 380,000.00
SAVANNAH GA 31411 1 01/16/95 00
8300180 03 03/01/95 0
8300180 O 02/01/25
0
1419843 225/225 F 312,000.00 ZZ
ROSATO RALPH M 360 311,825.09 1
1946 MOORINGLINE DRIVE 8.875 2,482.41 71
8.625 2,482.41 445,000.00
VERO BEACH FL 32963 1 04/13/95 00
8220303 03 06/01/95 0
8220303 O 05/01/25
0
1419844 225/225 F 243,500.00 ZZ
PONS JR JULIUS C 360 243,226.25 1
LOT 58 HORSESHOE BEND 9.000 1,959.25 80
8.750 1,959.25 305,000.00
RALEIGH NC 27615 1 04/07/95 00
8004858 03 06/01/95 0
8004858 O 05/01/25
0
1419848 225/225 F 260,000.00 T
XENOS MICHAEL J 360 259,861.64 1
605 SALTSPRAY COURT 9.125 2,115.44 65
8.875 2,115.44 402,000.00
COROLLA NC 27927 1 05/05/95 00
8003717 03 06/01/95 0
8003717 O 05/01/25
0
1419849 225/225 F 267,750.00 ZZ
FALK WILLIAM R 360 267,607.51 1
14 GUINEVERE CIRCLE 9.125 2,178.51 80
8.875 2,178.51 334,700.00
1
SHREWSBURY MA 01545 1 04/27/95 00
8805213 05 06/01/95 0
8805213 O 05/01/25
0
1419851 225/225 F 320,000.00 ZZ
WARREN LARRY E 360 319,649.11 1
7728 N 50TH ST 9.000 2,574.79 80
8.750 2,574.79 400,000.00
PARADISE VALLEY AZ 85253 1 03/02/95 00
8501628 05 05/01/95 0
8501628 O 04/01/25
0
1419855 593/728 F 1,000,000.00 T
RONEY BROOKE B 360 1,000,000.00 1
6531 SILVER LAKE DRIVE 8.375 7,600.73 37
8.125 7,600.73 2,750,000.00
PARK CITY UT 84060 1 05/18/95 00
0380124017 05 07/01/95 0
6622260 O 06/01/25
0
1419856 225/225 F 225,000.00 ZZ
MA CLIFF L 360 223,651.97 1
15381 NW WOODED WAY 9.250 1,851.01 90
9.000 1,851.01 250,000.00
BEAVERTON OR 97006 1 12/22/94 14
8501021 03 02/01/95 17
8501021 O 01/01/25
0
1419857 225/225 F 267,200.00 ZZ
BOTTORFF STEVEN S 360 266,439.88 1
5721 WESTERN AVENUE NW 8.875 2,125.96 80
8.625 2,125.96 335,000.00
WASHINGTON DC 20015 1 12/19/94 00
8804088 05 02/01/95 0
8804088 O 01/01/25
0
1419858 225/225 F 298,500.00 ZZ
TANEYHILL JAMES A 360 297,423.43 1
1507 SMITH STREET 8.625 2,321.70 90
8.375 2,321.70 331,750.00
MCLEAN VA 22101 1 11/30/94 14
8101180 05 01/01/95 17
8101180 O 12/01/24
0
1
1419859 225/225 F 277,050.00 ZZ
HOLT LARRY D 360 276,615.79 1
35371 BLUFF DRIVE 9.250 2,279.22 75
9.000 2,279.22 370,000.00
BELLE HAVEN VA 23306 4 02/22/95 00
8803947 05 04/01/95 0
8803947 O 03/01/25
0
1419860 225/225 F 392,000.00 ZZ
ATLAS SCOTT W 360 390,913.22 1
12518 SW IRON MOUNTAIN BLVD 9.000 3,154.12 80
8.750 3,154.12 494,707.00
PORTLAND OR 97219 1 12/09/94 00
8500897 05 02/01/95 0
8500897 O 01/01/25
0
1419861 225/225 F 209,100.00 ZZ
NELSON, JR. WILLIAM H 360 208,577.52 1
24038 DUDLEY COURT 9.500 1,758.23 90
9.250 1,758.23 234,900.00
HOLLYWOOD MD 20636 4 12/20/94 10
8803923 05 02/01/95 20
8803923 O 01/01/25
0
1419862 225/225 F 330,000.00 T
HELLER MARK E 360 328,839.88 1
9968 E BAYVIEW DR 8.750 2,596.11 63
8.500 2,596.11 530,000.00
SCOTTSDALE AZ 85258 1 11/14/94 00
8500845 03 01/01/95 0
8500845 O 12/01/24
0
1419863 225/225 F 310,000.00 ZZ
YORKE JOHN B 360 309,830.67 1
1515 STANFORD PLACE 9.000 2,494.33 80
8.750 2,494.33 387,500.00
CHARLOTTE NC 28207 1 04/19/95 00
8900795 05 06/01/95 0
8900795 O 05/01/25
0
1419864 225/225 F 248,000.00 ZZ
KASINDORF HENRI E 360 247,380.37 1
1
7000 QUISENBERRY WAY 9.500 2,085.31 80
9.250 2,085.31 310,500.00
BOWIE MD 20720 1 12/28/94 00
8101158 05 02/01/95 0
8101158 O 01/01/25
0
1419865 225/225 F 328,000.00 ZZ
SIDOROWICZ MICHAEL J 360 327,158.76 1
39835 WRINKLE FREE LANE 9.375 2,728.14 68
9.125 2,728.14 485,000.00
LEONARDTOWN MD 20650 4 12/19/94 00
8803840 05 02/01/95 0
8803840 O 01/01/25
0
1419866 225/225 F 520,500.00 ZZ
GILDAR DAVID A 360 519,408.13 1
110 SOUTH SMEAD COURT 9.250 4,282.02 75
9.000 4,282.02 694,000.00
ROSWELL GA 30076 1 01/17/95 00
8300215 03 03/01/95 0
8300215 O 02/01/25
0
1419867 225/225 F 243,000.00 ZZ
GAFFNEY KEVIN J 360 242,101.01 1
243 HUNTINGTON ROAD 8.500 1,868.45 86
8.250 1,868.45 285,000.00
ATLANTA GA 30309 2 11/25/94 11
8828917 05 01/01/95 20
8828917 O 12/01/24
0
1419868 225/225 F 260,000.00 ZZ
GUY HECTOR 360 259,854.25 1
700 PAUL AVENUE 8.875 2,068.67 80
8.625 2,068.67 325,000.00
PALO ALTO CA 94306 1 04/11/95 00
8600593 05 06/01/95 0
8600593 O 05/01/25
0
1419869 225/225 F 600,000.00 ZZ
CRAWFORD E M 360 598,530.56 1
143 BLACKLAND ROAD 8.500 4,613.48 63
8.250 4,613.48 965,000.00
ATLANTA GA 30342 1 01/03/95 00
8300197 05 03/01/95 0
1
8300197 O 02/01/25
0
1419870 225/225 F 264,000.00 ZZ
INMAN DANIEL 360 263,695.13 1
9563 VANCOUVER LANE 8.750 2,076.88 80
8.500 2,076.88 330,000.00
WINDSOR CA 95492 1 03/21/95 00
8600554 05 05/01/95 0
8600554 O 04/01/25
0
1419871 225/225 F 292,500.00 ZZ
KOYFMAN MINA 360 291,749.86 1
36 MANDON DRIVE 9.375 2,432.86 90
9.125 2,432.86 325,000.00
WAYNE NJ 07470 1 12/28/94 14
8400552 05 02/01/95 17
8400552 O 01/01/25
0
1419872 225/225 F 320,000.00 ZZ
VOEGELI JAMES F 360 313,056.69 1
10065 DELLWOOD ROAD NORTH 9.500 2,690.73 67
9.250 2,690.73 480,000.00
STILLWATER MN 55082 4 12/09/94 00
8803773 05 02/01/95 0
8803773 O 01/01/25
0
1419873 225/225 F 230,000.00 ZZ
COX BRIAN L 360 229,853.34 1
8733 SOUTH WILLOW GREEN DRIVE 8.250 1,727.91 66
8.000 1,727.91 350,000.00
SANDY UT 84121 1 04/24/95 00
8600615 05 06/01/95 0
8600615 O 05/01/25
0
1419902 A02/728 F 238,400.00 ZZ
RICHARDS WAYNE E 360 238,400.00 1
1136 THOUSAND OAKS DRIVE 8.500 1,833.09 80
8.250 1,833.09 298,000.00
BARTLETT IL 60103 1 05/24/95 00
0380123829 05 07/01/95 0
NOTGIVEN O 06/01/25
0
1
1419912 561/728 F 215,000.00 ZZ
JACKSON ROBERT R 360 215,000.00 1
4812 MOUNT ZION ROAD 9.000 1,729.94 80
8.750 1,729.94 270,000.00
FREDERICK MD 21702 1 05/15/95 00
0380122367 05 07/01/95 0
6084651 O 06/01/25
0
1419915 324/728 F 361,250.00 ZZ
LEWIS RUDOLPH W 360 361,047.47 1
1307 ALHAMBRA DRIVE 8.875 2,874.27 85
8.625 2,874.27 425,000.00
APOLLO BEACH FL 33572 1 04/27/95 04
0380123472 05 06/01/95 30
5038351 O 05/01/25
0
1419918 324/728 F 299,500.00 ZZ
FORD FRANKIE L 360 299,500.00 1
2089 WEBSTER DRIVE 9.000 2,409.85 80
8.750 2,409.85 377,546.00
PARK CITY UT 84060 2 05/12/95 00
0380126996 05 07/01/95 0
5045786 O 06/01/25
0
1419925 267/267 F 313,875.00 ZZ
BERNARD DOUGLAS E 360 313,875.00 1
8759 ROSEWOOD AVENUE 8.375 2,385.68 90
8.125 2,385.68 348,750.00
WEST HOLLYWOOD CA 90048 1 05/10/95 11
7322479 05 07/01/95 25
7322479 O 06/01/25
0
1419926 369/369 F 268,400.00 ZZ
MAHONEY BRIAN P 360 268,400.00 1
4439 E DESERT LANE COURT 8.875 2,135.52 84
8.625 2,135.52 319,500.00
GILBERT AZ 85234 1 05/12/95 11
48413371 05 07/01/95 25
48413371 O 06/01/25
0
1419929 324/728 F 219,950.00 ZZ
BARNES JR R D 360 219,950.00 1
6510 CHARLESTON DRIVE 8.375 1,671.78 80
8.125 1,671.78 274,950.00
1
COLLEYVILLE TX 76034 1 05/24/95 00
0380126970 03 07/01/95 0
2443019249 O 06/01/25
0
1419931 047/047 F 330,500.00 ZZ
YARBROUGH ROBERT D 360 330,500.00 1
10010 CIRCA VALLE VERDE 9.625 2,809.22 72
8.625 2,809.22 460,000.00
EL CAJON CA 92021 1 05/08/95 00
10856966 05 07/01/95 0
10856966 O 06/01/25
0
1419935 A73/728 F 465,000.00 ZZ
THACKER LEROY 360 465,000.00 1
943 GATEWOOD COURT NW 8.875 3,699.75 73
8.625 3,699.75 645,000.00
ATLANTA GA 30327 2 05/24/95 00
0380122755 05 07/01/95 0
100053 O 06/01/25
0
1419939 562/562 F 255,000.00 ZZ
SHIELDS ANSEL 360 255,000.00 1
1390 SUNNY RIDGE ROAD 9.250 2,097.83 85
9.000 2,097.83 300,000.00
MOHEGAN LAKE NY 10547 1 05/25/95 01
457309 05 07/01/95 20
457309 O 06/01/25
0
1419974 624/728 F 303,300.00 ZZ
KONDO KEVIN M 360 303,300.00 3
709 TWIN VIEW DRIVE 8.500 2,332.11 90
8.250 2,332.11 337,000.00
HONOLULU HI 96817 1 05/10/95 10
0380125121 05 07/01/95 25
70015026573F O 06/01/25
0
1420018 180/728 F 157,500.00 ZZ
MASCORRO ROBERT V 360 157,500.00 1
685 PERSIMMON HILL 9.500 1,324.35 75
9.250 1,324.35 210,000.00
BULVERDE TX 78163 2 05/05/95 00
0380123092 05 07/01/95 0
3381399 O 06/01/25
0
1
1420064 369/369 F 221,400.00 ZZ
BALIAN ALEXANDERH 360 221,400.00 1
7211 NI RIVER LANDING 8.625 1,722.03 90
8.375 1,722.03 247,000.00
FREDERICKSBURG VA 22407 1 05/16/95 10
47970504 05 07/01/95 25
47970504 O 06/01/25
0
1420104 267/267 F 369,000.00 ZZ
MURPHY THOMAS J 360 369,000.00 1
1772 SHAWNESS CT. 8.375 2,804.67 90
8.125 2,804.67 410,000.00
THOUSAND OAKS CA 91362 1 05/11/95 11
7323645 03 07/01/95 25
7323645 O 06/01/25
0
1420110 267/267 F 287,200.00 ZZ
SIVILOTTI MASSIMO A 360 287,200.00 1
1211 VIA GRANATE ST 8.375 2,182.93 80
8.125 2,182.93 359,000.00
SIERRA MADRE CA 91024 1 05/18/95 00
7323247 05 07/01/95 0
7323247 O 06/01/25
0
1420111 267/267 F 320,000.00 ZZ
STINE DONALD 360 320,000.00 1
3541 ADAMSVILLE AVE 8.250 2,404.06 80
8.000 2,404.06 400,000.00
CALABASAS CA 91302 1 05/10/95 00
7322110 05 07/01/95 0
7322110 O 06/01/25
0
1420181 637/728 F 212,300.00 BB
CAMERON CRAIG A 360 212,300.00 1
3314 SOUTHWIND CIRCLE 8.750 1,670.17 95
8.500 1,670.17 223,500.00
ROCKLIN CA 95677 1 05/08/95 01
0380126210 05 07/01/95 30
4400685 O 06/01/25
0
1420212 A02/728 F 399,000.00 ZZ
SAKAS PETER S 360 399,000.00 1
1
3475 LAKE KNOLL DRIVE 8.625 3,103.38 79
8.375 3,103.38 505,000.00
NORTHBROOK IL 60062 2 05/24/95 00
0380125667 05 07/01/95 0
108175 O 06/01/25
0
1420273 696/728 F 650,000.00 ZZ
TISSERA JOSE S 360 649,146.74 1
987 SPRING HILL ROAD 8.125 4,826.23 66
7.875 4,826.23 999,000.00
MCLEAN VA 22102 1 03/29/95 00
0380124777 05 05/01/95 0
2155096 O 04/01/25
0
1420308 670/670 F 220,000.00 ZZ
BROGAN JAMES 360 219,876.66 1
9016 BURROUGHS ROAD 8.875 1,750.42 50
8.625 1,750.42 440,000.00
LOS ANGELES CA 90046 1 04/06/95 00
33880 05 06/01/95 0
33880 O 05/01/25
0
1420309 670/670 F 215,650.00 ZZ
RAO PETER A 360 215,650.00 1
124 ABERDEEN LANE 8.875 1,715.81 95
8.625 1,715.81 227,000.00
STATE COLLEGE PA 16801 1 05/15/95 11
219916 05 07/01/95 25
219916 O 06/01/25
0
1420310 670/670 F 490,000.00 ZZ
KOBREN STACI L 360 490,000.00 1
18 THE GRASSLANDS 8.970 3,932.08 67
8.720 3,932.08 740,000.00
WOODBURY NY 11797 1 05/04/95 00
443425 05 07/01/95 0
443425 O 06/01/25
0
1420311 670/670 F 476,000.00 ZZ
KHALFAN SAJJAD A 360 476,000.00 1
48 WESTWOOD COURT 8.650 3,710.75 70
8.400 3,710.75 680,000.00
WOODBURY NY 11797 1 05/03/95 00
443433 05 07/01/95 0
1
443433 O 06/01/25
0
1420312 670/670 F 420,000.00 ZZ
BRALOWER JOHN I 360 420,000.00 1
30 YELLOW COTE ROAD 8.620 3,265.23 80
8.370 3,265.23 525,000.00
OYSTER BAY NY 11771 1 05/19/95 00
443476 05 07/01/95 0
443476 O 06/01/25
0
1420313 670/670 F 412,000.00 ZZ
RASKIN KENNETH A 360 412,000.00 1
15 BROOK LANE 8.625 3,204.50 80
8.375 3,204.50 515,000.00
SCARSDALE NY 10583 1 05/24/95 00
445355 05 07/01/95 0
445355 O 06/01/25
0
1420314 670/670 F 243,200.00 ZZ
REAUX JR WILLIAM Y 360 243,200.00 1
12510 LAKE SHERWOOD AVE 8.625 1,891.59 80
8.375 1,891.59 305,000.00
BATON ROUGE LA 70816 2 05/10/95 00
458144 03 07/01/95 0
458144 O 06/01/25
0
1420315 670/670 F 210,000.00 ZZ
SOULTOUKIS DIMITRIOSA 360 209,877.28 1
290 CINNABAR LANE 8.675 1,640.84 77
8.425 1,640.84 273,770.00
YARDLEY PA 19067 1 04/21/95 00
478237 05 06/01/95 0
478237 O 05/01/25
0
1420316 670/670 F 284,000.00 ZZ
BECKMANN BRUCE R 360 283,827.95 1
6 CAMELOT DRIVE 8.500 2,183.72 80
8.250 2,183.72 355,500.00
SHREWSBURY MA 01545 1 04/18/95 00
503185 05 06/01/95 0
503185 O 05/01/25
0
1
1420318 670/670 F 150,000.00 ZZ
LUSTIG JAMES V 360 149,915.90 1
5237 E DAKOTA AVENUE 8.875 1,193.47 53
8.625 1,193.47 283,500.00
DENVER CO 80222 1 04/28/95 00
507270 05 06/01/95 0
507270 O 05/01/25
0
1420319 670/670 F 203,150.00 ZZ
DE OLIVEIRA, JR. HARRY Q 360 203,150.00 1
9636 WYOMING TERRACE 8.125 1,508.39 69
7.875 1,508.39 297,500.00
BLOOMINGTON MN 55438 1 05/15/95 00
510661 05 07/01/95 0
510661 O 06/01/25
0
1420320 670/670 F 530,000.00 ZZ
JONI SAJ-NICOL 360 529,688.70 1
11 SCOTT STREET 8.650 4,131.72 64
8.400 4,131.72 828,500.00
CAMBRIDGE MA 02138 1 04/28/95 00
511170 05 06/01/95 0
511170 O 05/01/25
0
1420321 670/670 F 500,000.00 ZZ
MCDANIEL WILLIAM J 360 499,712.32 1
4600 OLD LEEDS ROAD 8.750 3,933.51 70
8.500 3,933.51 720,000.00
BIRMINGHAM AL 35213 2 04/20/95 00
511861 05 06/01/95 0
511861 O 05/01/25
0
1420322 670/670 F 500,000.00 ZZ
BOYLE JR CHARLES J 360 500,000.00 1
5206 GREEN FALLS COURT 8.200 3,738.78 70
7.950 3,738.78 714,500.00
AUSTIN TX 78746 1 05/25/95 00
519430 03 07/01/95 0
519430 O 06/01/25
0
1420323 670/670 F 435,000.00 ZZ
GOLDRICK CYNTHIA M 360 435,000.00 1
601 COQUINA LANE 8.200 3,252.74 80
7.950 3,252.74 543,750.00
1
AUSTIN TX 78746 1 05/26/95 00
519537 03 07/01/95 0
519537 O 06/01/25
0
1420324 670/670 F 308,000.00 ZZ
BOMMARITO GUY 360 308,000.00 1
301 INWOOD ROAD 8.250 2,313.91 80
8.000 2,313.91 385,000.00
AUSTIN TX 78746 1 05/16/95 00
519588 05 07/01/95 0
519588 O 06/01/25
0
1420325 670/670 F 327,200.00 ZZ
WAGNER DANIEL F 360 327,200.00 1
135 CREEKWAY BEND 8.125 2,429.46 80
7.875 2,429.46 409,000.00
SOUTHLAKE TX 76092 1 05/10/95 00
526517 05 07/01/95 0
526517 O 06/01/25
0
1420326 670/670 F 280,000.00 ZZ
BOOTH JOHN W 360 279,841.64 1
72-581 GREENBRIAR LANE 8.833 2,219.39 80
8.583 2,219.39 350,000.00
PALM DESERT CA 92260 1 04/27/95 00
526681 05 06/01/95 0
526681 O 05/01/25
0
1420327 670/670 F 203,150.00 T
MCCLURE MARK C 360 203,036.10 1
121 MISSION HILLS DRIVE 8.875 1,616.36 59
8.625 1,616.36 350,000.00
RANCHO MIRAGE CA 92270 1 04/12/95 00
526886 03 06/01/95 0
526886 O 05/01/25
0
1420328 670/670 F 255,000.00 ZZ
SWENSON SUSAN 360 254,849.44 1
24719 CALLE LARGO 8.625 1,983.37 70
8.375 1,983.37 365,000.00
CALABASAS CA 91302 1 04/17/95 00
527084 05 06/01/95 0
527084 O 05/01/25
0
1
1420329 670/670 F 325,000.00 ZZ
ZEILON ROBERT 360 325,000.00 1
3607 GREEN VISTA DRIVE 8.125 2,413.12 73
7.875 2,413.12 450,000.00
ENCINO CA 91346 1 05/16/95 00
527939 05 07/01/95 0
527939 O 06/01/25
0
1420330 670/670 F 300,000.00 ZZ
LE HANH T 360 300,000.00 1
611 NORTH 18TH STREET 8.650 2,338.71 75
8.400 2,338.71 400,000.00
MONTEBELLO CA 90640 2 05/18/95 00
528463 05 07/01/95 0
528463 O 06/01/25
0
1420332 670/670 F 310,000.00 ZZ
MOORE KEVIN O 360 310,000.00 1
15 WOODLAND PLACE 9.000 2,494.34 79
8.750 2,494.34 395,000.00
CHAPPAQUA NY 10514 1 05/02/95 00
528625 05 07/01/95 0
528625 O 06/01/25
0
1420333 670/670 F 306,400.00 ZZ
DWOSH JACK 360 306,400.00 1
228 QUAKERBRIDGE COURT 8.110 2,271.80 80
7.860 2,271.80 383,000.00
MOORESTOWN NJ 08057 1 05/25/95 00
528943 03 07/01/95 0
528943 O 06/01/25
0
1420334 670/670 F 255,000.00 ZZ
DIMMERMAN ALAN 360 255,000.00 1
5A EDELWEISS LANE 8.625 1,983.37 63
8.375 1,983.37 406,000.00
VOORHEES NJ 08043 1 05/24/95 00
530425 05 07/01/95 0
530425 O 06/01/25
0
1420335 670/670 F 400,000.00 ZZ
NOLAN III WILLIAM J 360 400,000.00 1
1
5 MARSH CREEK 8.850 3,175.42 46
8.600 3,175.42 879,871.00
LAGUNA NIGUEL CA 92677 1 05/11/95 00
531014 05 07/01/95 0
531014 O 06/01/25
0
1420337 670/670 F 500,000.00 ZZ
KHORRAMI MEHRAN 360 500,000.00 1
2 HORSESHOE ROAD 8.250 3,756.34 39
8.000 3,756.34 1,300,000.00
OLD WESTBURY NY 11568 1 05/18/95 00
534838 05 07/01/95 0
534838 O 06/01/25
0
1420340 670/670 F 295,000.00 ZZ
AUSTIN DEAN 360 295,000.00 1
3363 ALANA DRIVE 8.625 2,294.48 57
8.375 2,294.48 518,000.00
SHERMAN OAKS CA 91403 1 05/05/95 00
535711 05 07/01/95 0
535711 O 06/01/25
0
1420341 670/670 F 301,500.00 ZZ
JOHNSON JOE 360 301,330.97 1
3855 NORTH COUNTRY CLUB DRIVE 8.875 2,398.87 90
8.625 2,398.87 335,000.00
LONG BEACH CA 90807 1 04/06/95 10
9036458 05 06/01/95 17
9036458 O 05/01/25
0
1420343 670/670 F 250,000.00 ZZ
TLOCZKOWSKI RICHARD F 360 249,877.03 1
63 SOMERSET DRIVE 9.500 2,102.14 79
9.250 2,102.14 318,090.00
HOLBROOK NY 11741 1 05/01/95 00
563005 05 06/01/95 0
563005 O 05/01/25
0
1420344 670/670 F 220,000.00 ZZ
KRIETSCH KELLY E 360 219,876.66 1
3555 SOUTH ZACHARY WAY 8.875 1,750.42 80
8.625 1,750.42 275,000.00
FLAGSTAFF AZ 86001 1 04/19/95 00
576352 05 06/01/95 0
1
576352 O 05/01/25
0
1420345 670/670 F 211,000.00 ZZ
JANOWSKI KENNETH 360 210,872.17 1
12 COUNTRY MEADOW 8.500 1,622.41 80
8.250 1,622.41 264,000.00
MANSFIELD NJ 07840 1 04/27/95 00
612090 05 06/01/95 0
612090 O 05/01/25
0
1420346 670/670 F 265,000.00 R
D'ALOIA PAUL R 360 264,843.54 1
265 OREGON ROAD 8.625 2,061.15 68
8.375 2,061.15 391,850.00
CHESHIRE CT 06410 1 04/12/95 00
641651 05 06/01/95 0
641651 O 05/01/25
0
1420348 670/670 F 354,750.00 ZZ
GOLDEN LINDSAY I 360 354,540.56 1
19206 ARIA COURT 8.625 2,759.21 80
8.375 2,759.21 445,322.00
BROOKEVILLE MD 20833 1 04/25/95 00
706086 05 06/01/95 0
706086 O 05/01/25
0
1420350 670/670 F 215,750.00 ZZ
MORIN CHARLES R 360 215,635.18 1
3 RIDGEWOOD ROAD 9.125 1,755.42 88
8.875 1,755.42 245,750.00
PLAISTOW NH 03865 1 04/17/95 10
720178 05 06/01/95 25
720178 O 05/01/25
0
1420351 670/670 F 225,000.00 ZZ
CHANDRASEKARAN DAMODARAN 360 225,000.00 1
12 MARSHALL COURT 8.875 1,790.21 78
8.625 1,790.21 290,000.00
PLAINSBORO NJ 08536 1 05/10/95 00
820750 05 07/01/95 0
820750 O 06/01/25
0
1
1420352 670/670 F 240,000.00 ZZ
CALASCIONE FRANK 360 240,000.00 1
7 PINE EDGE PLACE 8.875 1,909.55 61
8.625 1,909.55 395,856.00
DIX HILLS NY 11746 1 05/04/95 00
916927 05 07/01/95 0
916927 O 06/01/25
0
1420353 670/670 F 320,000.00 ZZ
RAWLE RICHARD T 360 319,825.21 1
4138 & 4166 N 300 WEST 9.000 2,574.79 66
8.750 2,574.79 488,000.00
PROVO UT 84604 2 04/25/95 00
967965 05 06/01/95 0
967965 O 05/01/25
0
1420354 670/670 F 215,650.00 ZZ
BRADY RICHARD P 360 215,532.21 1
3540 RANGE VIEW ROAD 9.000 1,735.17 95
8.750 1,735.17 227,000.00
GREELEY CO 80634 1 04/27/95 04
1005460 05 06/01/95 25
1005460 O 05/01/25
0
1420355 670/670 F 108,000.00 ZZ
THOMPSON L. F 360 107,881.56 1
4711 & 4713 S GLENN 9.000 869.00 89
8.750 869.00 121,500.00
SPRINGFIELD MO 65810 2 04/06/95 10
1049057 05 05/01/95 17
1049057 O 04/01/25
0
1420356 670/670 F 249,350.00 ZZ
GARY KEVIN D 360 249,069.39 1
4119 MOTOR AVENUE 8.875 1,983.94 95
8.625 1,983.94 262,500.00
CULVER CITY CA 90232 1 03/16/95 14
1090404 05 05/01/95 25
1090404 O 04/01/25
0
1420357 670/670 F 218,650.00 T
LERNER BARRY 360 218,520.91 1
10014 NORTH BIGHORN BUTTE DRIV 8.625 1,700.64 80
8.375 1,700.64 273,317.00
1
TUCSON AZ 85737 1 04/17/95 00
1109764 03 06/01/95 0
1109764 O 05/01/25
0
1420358 670/670 F 285,000.00 ZZ
PETRO PAUL W 360 284,836.03 1
3501 ALTABROAK DRIVE 8.750 2,242.10 80
8.500 2,242.10 359,000.00
BIRMINGHAM AL 35243 1 04/24/95 00
1120510 05 06/01/95 0
1120510 O 05/01/25
0
1420361 670/670 F 275,000.00 ZZ
GERSTEIN RICHARD S 360 274,837.64 1
35 TRINITY PLACE 8.625 2,138.92 70
8.375 2,138.92 395,000.00
EAST HANOVER NJ 07936 1 04/21/95 00
1133442 05 06/01/95 0
1133442 O 05/01/25
0
1420363 670/670 F 235,500.00 ZZ
O'CONNOR GLORIA G 360 235,384.17 1
59 YALE STREET 9.500 1,980.21 51
9.250 1,980.21 463,000.00
WINCHESTER MA 01890 2 04/11/95 00
1134603 05 06/01/95 0
1134603 O 05/01/25
0
1420364 670/670 F 768,000.00 ZZ
STRASSBERG MARK H 360 767,601.85 1
2752 BAKER STREET 9.250 6,318.15 80
9.000 6,318.15 966,000.00
SAN FRANCISCO CA 94123 2 04/10/95 00
1144473 05 06/01/95 0
1144473 O 05/01/25
0
1420365 670/670 F 332,500.00 ZZ
OUBRE, JR NATHANIELL 360 332,313.59 1
569 ACACIA STREET 8.875 2,645.52 90
8.625 2,645.52 369,500.00
SIERRA MADRE CA 91024 1 04/19/95 11
1148440 05 06/01/95 25
1148440 O 05/01/25
0
1
1420366 670/670 F 220,800.00 ZZ
MCCAULEY, III WILLIAM R 360 220,800.00 1
10253 TAN RARA DRIVE 8.625 1,717.36 95
8.375 1,717.36 232,500.00
KNOXVILLE TN 37922 1 05/12/95 01
1151181 05 07/01/95 30
1151181 O 06/01/25
0
1420367 670/670 F 344,000.00 ZZ
KOHNEN NANCY C 360 343,807.15 1
10584 CHIPPENHAM ROAD 8.875 2,737.02 80
8.625 2,737.02 430,000.00
CAMARILLO AREA CA 93012 1 04/13/95 00
1156924 05 06/01/95 0
1156924 O 05/01/25
0
1420368 670/670 F 413,700.00 ZZ
APPLEGATE DAVID J 360 413,700.00 1
16 MANDALAY 9.000 3,328.72 75
8.750 3,328.72 554,000.00
LAGUNA NIGUEL CA 92677 2 05/04/95 00
1159277 03 07/01/95 0
1159277 O 06/01/25
0
1420369 670/670 F 304,000.00 ZZ
MORTIMER WYNDHAM G 360 304,000.00 1
3621 UNION HILL ROAD 8.875 2,418.77 80
8.625 2,418.77 380,000.00
CANTON GA 30114 1 05/10/95 00
1165698 05 07/01/95 0
1165698 O 06/01/25
0
1420370 670/670 F 352,000.00 ZZ
MITCHELL DAVID F 360 352,000.00 1
11 GOLDEN COURT 8.750 2,769.19 64
8.500 2,769.19 552,000.00
MONTEBELLO NY 10901 1 05/05/95 00
2441501 05 07/01/95 0
2441501 O 06/01/25
0
1420371 670/670 F 238,500.00 ZZ
HARTMANN CRAIG 360 238,500.00 1
1
4 HALSEY ROAD 8.625 1,855.03 90
8.375 1,855.03 265,000.00
TOWACO NJ 07082 1 05/05/95 04
1176496 05 07/01/95 22
1176496 O 06/01/25
0
1420372 670/670 F 276,750.00 ZZ
HANSEN MICHAEL D 360 276,750.00 1
4587 CHATAHOOCHEE COURT 8.750 2,177.20 75
8.500 2,177.20 369,000.00
MARIETTA GA 30067 1 05/10/95 00
1182163 03 07/01/95 0
1182163 O 06/01/25
0
1420373 670/670 F 84,800.00 ZZ
LARA BENNY R 360 84,800.00 1
6804 GEORGE TOWN NW 8.875 674.71 80
8.625 674.71 106,000.00
ALBUQUERQUE NM 87120 2 05/11/95 00
1186046 05 07/01/95 0
1186046 O 06/01/25
0
1420375 670/670 F 315,000.00 ZZ
YOUNG JOSEPH E 360 314,840.92 360
300 EAST 54TH STREET 9.375 2,620.02 75
APT #32-BCD 9.125 2,620.02 425,000.00
NEW YORK NY 10022 1 04/11/95 00
1370456 13 06/01/95 0
1370456 O 05/01/25
0
1420377 670/670 F 248,000.00 ZZ
HAMMOND JOHN J 360 247,748.54 1
31 ALWIN TERRACE 9.375 2,062.74 80
9.125 2,062.74 310,000.00
LITTLE SILVER NJ 07739 1 03/20/95 00
2206382 05 05/01/95 0
2206382 O 04/01/25
0
1420378 670/670 F 270,000.00 ZZ
TOKARZ STANLEY 360 269,867.19 1
5731 BAYVIEW DRIVE 9.500 2,270.31 90
9.250 2,270.31 300,000.00
FORT LAUDERDALE FL 33308 1 04/21/95 01
2219484 05 06/01/95 17
1
2219484 O 05/01/25
0
1420379 670/670 F 322,000.00 T
STODDARD WILLIAM J 360 321,841.61 1
713 S E MACARTHUR BLVD 9.500 2,707.56 70
9.250 2,707.56 460,000.00
STUART FL 34996 1 04/06/95 00
2219867 05 06/01/95 0
2219867 O 05/01/25
0
1420380 670/670 F 226,300.00 ZZ
DERLOSHON TOBIAS M 360 226,300.00 1
17034 W 67TH CIRCLE 8.500 1,740.06 80
8.250 1,740.06 282,895.00
GOLDEN CO 80403 1 05/11/95 00
2220547 03 07/01/95 0
2220547 O 06/01/25
0
1420381 670/670 F 560,000.00 ZZ
WHEELER JAMES R 360 559,686.06 1
35 IXORA WAY 8.875 4,455.61 80
8.625 4,455.61 700,000.00
OCEAN RIDGE FL 33435 1 04/14/95 00
2220962 05 06/01/95 0
2220962 O 05/01/25
0
1420382 670/670 F 243,000.00 ZZ
ROSOFF SUZANNE 360 242,863.77 1
5415 COLLINS AVENUE 8.875 1,933.42 90
#207 8.625 1,933.42 270,000.00
MIAMI BEACH FL 33140 1 04/25/95 01
2221268 06 06/01/95 17
2221268 O 05/01/25
0
1420383 670/670 F 350,000.00 ZZ
WEAVER CAROLYN 360 349,813.74 1
18 ISLA BAHIA DRIVE 9.125 2,847.72 43
8.875 2,847.72 825,000.00
FORT LAUDERDALE FL 33316 2 04/25/95 00
2221578 03 06/01/95 0
2221578 O 05/01/25
0
1
1420384 670/670 F 491,750.00 ZZ
VANDERSCHELDEN DALE L 360 491,459.66 1
21308 SNAG ISLAND DRIVE EAST 8.625 3,824.79 71
8.375 3,824.79 702,000.00
SUMNER WA 98390 1 04/17/95 00
2231760 05 06/01/95 0
2231760 O 05/01/25
0
1420385 670/670 F 223,650.00 ZZ
NOTO MARYANN E 360 223,534.05 1
300 NORTH STANLEY PLACE 9.250 1,839.92 95
9.000 1,839.92 235,462.00
CHANDLER AZ 85226 1 04/25/95 21
2368889 03 06/01/95 30
2368889 O 05/01/25
0
1420387 670/670 F 500,000.00 ZZ
KOEPKE PETER 360 500,000.00 20
45 EAST 82ND STREET 9.250 4,113.38 46
APT #9-E 9.000 4,113.38 1,100,000.00
NEW YORK NY 10028 1 05/03/95 00
2437708 13 07/01/95 0
2437708 O 06/01/25
0
1420388 670/670 F 216,000.00 ZZ
DESIATO MICHAEL G 360 215,890.92 1
41 BEECHWOOD ROAD 9.375 1,796.58 90
9.125 1,796.58 240,000.00
HARTSDALE NY 10530 1 04/24/95 04
2440687 05 06/01/95 25
2440687 O 05/01/25
0
1420389 670/670 F 232,000.00 ZZ
HINDES RICHARD D 360 231,879.72 1
404 OAKWOOD ROAD 9.250 1,908.61 80
9.000 1,908.61 290,000.00
PORT JEFFERSON NY 11777 1 04/14/95 00
2440784 05 06/01/95 0
2440784 O 05/01/25
0
1420390 670/670 F 325,000.00 ZZ
IACONO VINCENT 360 325,000.00 1
3 STERN DRIVE 8.875 2,585.85 64
8.625 2,585.85 510,000.00
1
PORT JEFFERSON NY 11777 1 05/11/95 00
2443767 05 07/01/95 0
2443767 O 06/01/25
0
1420391 670/670 F 450,000.00 ZZ
THOMAS RICHARD 360 449,493.56 1
4963 LOS FELIZ BOULEVARD 8.875 3,580.41 75
8.625 3,580.41 600,000.00
LOS ANGELES CA 90027 1 03/23/95 00
2882426 05 05/01/95 0
2882426 O 04/01/25
0
1420392 670/670 F 300,000.00 ZZ
FULLER DAVID J 360 300,000.00 1
306-308 16TH STREET 9.625 2,549.97 80
9.375 2,549.97 375,000.00
SEAL BEACH CA 90740 1 05/01/95 00
2882825 05 07/01/95 0
2882825 O 06/01/25
0
1420394 670/670 F 1,000,000.00 ZZ
GREENBERG ROBERT Y 360 999,481.57 1
500 THE STRAND 9.250 8,226.76 50
9.000 8,226.76 2,000,000.00
MANHATTAN BEACH CA 90266 5 04/07/95 00
2883597 05 06/01/95 0
2883597 O 05/01/25
0
1420396 670/670 F 250,000.00 ZZ
FARLEY KEITH W 360 249,856.16 1
1524 VIRGINIA AVENUE 8.750 1,966.76 54
8.500 1,966.76 465,000.00
GLENDALE CA 91202 1 04/06/95 00
2884071 05 06/01/95 0
2884071 O 05/01/25
0
1420398 670/670 F 293,450.00 ZZ
MARASCO CHRIS 360 293,450.00 1
1328 OAK TRAIL STREET 8.750 2,308.58 95
8.500 2,308.58 308,903.00
NEWBURY PARK CA 91320 1 05/08/95 11
2884607 03 07/01/95 25
2884607 O 06/01/25
0
1
1420399 670/670 F 353,250.00 ZZ
DAVENPORT WILLIAM B 360 353,250.00 1
12132 PINE STREET 8.750 2,779.02 90
8.500 2,779.02 392,500.00
LOS ALAMITOS CA 90720 1 05/01/95 11
2884852 05 07/01/95 20
2884852 O 06/01/25
0
1420401 670/670 F 229,500.00 ZZ
WILSON MATTHEW 360 229,364.50 1
6220 PACIFIC AVENUE #103 8.625 1,785.03 90
8.375 1,785.03 255,000.00
PLAYA DEL REY CA 90293 1 04/07/95 21
30007852 01 06/01/95 20
30007852 O 05/01/25
0
1420402 670/670 F 320,000.00 ZZ
BERLINGER TOD 360 320,000.00 1
4415 MEADOWLARK LANE 8.625 2,488.93 80
8.375 2,488.93 400,000.00
SANTA BARBARA CA 93105 1 05/15/95 00
2885140 05 07/01/95 0
2885140 O 06/01/25
0
1420403 670/670 F 382,350.00 ZZ
GOODMAN STEVEN L 360 382,135.65 1
4032 HILTON HEAD WAY 8.875 3,042.15 80
8.625 3,042.15 477,956.00
TARZANA CA 91356 1 04/19/95 00
2885271 03 06/01/95 0
2885271 O 05/01/25
0
1420405 670/670 F 428,000.00 ZZ
ROMBRO S R 360 427,753.75 1
1220 24TH STREET 8.750 3,367.08 80
8.500 3,367.08 535,000.00
HERMOSA BEACH CA 90254 1 04/25/95 00
2885581 05 06/01/95 0
2885581 O 05/01/25
0
1420406 670/670 F 332,000.00 ZZ
BRUST MICHAEL D 360 332,000.00 1
1
4224 VIRGINIA ROAD 8.375 2,523.44 80
8.125 2,523.44 415,000.00
LONG BEACH CA 90807 1 05/10/95 00
2886413 05 07/01/95 0
2886413 O 06/01/25
0
1420407 670/670 F 411,200.00 ZZ
FELMAN MARK 360 411,200.00 1
3093 MANNING AVENUE 8.500 3,161.78 80
8.250 3,161.78 514,000.00
LOS ANGELES CA 90064 2 05/09/95 00
2886545 05 07/01/95 0
2886545 O 06/01/25
0
1420408 670/670 F 1,000,000.00 ZZ
CAMBURN CLAYTON B 360 1,000,000.00 1
6070 RAMIREZ CANYON ROAD 8.250 7,512.67 72
8.000 7,512.67 1,400,000.00
MALIBU CA 90265 1 05/12/95 00
2886804 05 07/01/95 0
2886804 O 06/01/25
0
1420409 670/670 F 1,000,000.00 ZZ
EILERS DANIEL L 360 1,000,000.00 1
13300 COUNTRY WAY 8.885 7,963.62 66
8.635 7,963.62 1,525,000.00
LOS ALTOS HILLS CA 94022 1 05/22/95 00
2939819 05 07/01/95 0
2939819 O 06/01/25
0
1420410 670/670 F 165,000.00 ZZ
CRAPO LAWRENCE M 360 164,906.33 1
12218 MILLER AVENUE 8.815 1,305.73 30
8.565 1,305.73 550,000.00
SARATOGA CA 95070 1 04/24/95 00
2940001 05 06/01/95 0
2940001 O 05/01/25
0
1420411 670/670 F 425,000.00 ZZ
DAVIDIAN GARY G 360 425,000.00 1
1003 EL CERRITO WAY 8.095 3,146.70 78
7.845 3,146.70 548,000.00
PALO ALTO CA 94306 1 05/18/95 00
2940060 05 07/01/95 0
1
2940060 O 06/01/25
0
1420412 670/670 F 450,000.00 ZZ
FREIER ANDREW 360 450,000.00 1
1338 KIRBY ROAD 8.455 3,445.77 60
8.205 3,445.77 750,000.00
MCLEAN VA 22101 1 05/15/95 00
2942836 05 07/01/95 0
2942836 O 06/01/25
0
1420414 670/670 F 280,000.00 ZZ
HORTON JAMES E 360 279,842.47 1
4791 CEDAR AVENUE 8.858 2,224.40 80
8.608 2,224.40 350,000.00
YORBA LINDA CA 92686 1 04/20/95 00
2948885 05 06/01/95 0
2948885 O 05/01/25
0
1420415 670/670 F 474,400.00 ZZ
CLARK-CAMBILARGIU BARBARA 360 474,121.35 1
6605 VIA SIENA 8.650 3,698.28 80
8.400 3,698.28 593,000.00
RANCHO PALOS VE CA 90274 1 03/31/95 00
2949610 05 06/01/95 0
2949610 O 05/01/25
0
1420416 670/670 F 500,000.00 ZZ
TOLWIN MICHAEL 360 499,721.14 1
528 N PALM DRIVE 8.900 3,987.19 36
8.650 3,987.19 1,425,000.00
BEVERLY HILLS CA 90210 1 04/11/95 00
2949628 05 06/01/95 0
2949628 O 05/01/25
0
1420418 670/670 F 396,000.00 ZZ
WEIR PAUL D 360 395,760.10 1
10684 CRANKS ROAD 8.500 3,044.90 80
8.250 3,044.90 495,000.00
CULVER CITY CA 90230 1 04/25/95 00
2949661 05 06/01/95 0
2949661 O 05/01/25
0
1
1420419 670/670 F 616,700.00 ZZ
KHANNA CHAND 360 616,312.74 1
24500 BRECKENRIDGE PLAC 8.325 4,665.62 71
8.075 4,665.62 880,000.00
SANTA CLARITA CA 91321 2 04/28/95 00
2951304 05 06/01/95 0
2951304 O 05/01/25
0
1420421 670/670 F 146,400.00 ZZ
BENNETT CLINTON S 360 146,400.00 1
18125 RIDGEGATE COURT 8.285 1,103.46 80
8.035 1,103.46 183,000.00
GLADSTONE OR 97027 1 05/01/95 00
2952351 05 07/01/95 0
2952351 O 06/01/25
0
1420422 670/670 F 257,600.00 ZZ
WHITTIER JENNIFER L 360 257,600.00 1
15336 SW BURGUNDY STREE 8.630 2,004.51 80
8.380 2,004.51 322,000.00
TIGARD OR 97224 1 05/08/95 00
2952505 05 07/01/95 0
2952505 O 06/01/25
0
1420423 670/670 F 200,000.00 ZZ
COX WILLIAM V 360 199,884.92 1
12 VUELTA MARIA 8.750 1,573.41 21
8.500 1,573.41 976,520.00
SANTA FE NM 87501 1 04/18/95 00
2954770 05 06/01/95 0
2954770 O 05/01/25
0
1420424 670/670 F 192,500.00 ZZ
FRANZHEIM ROBERTA 360 192,392.08 1
338.5 CAMINO CERRITO 8.875 1,531.62 70
8.625 1,531.62 275,000.00
SANTA FE NM 87501 1 04/25/95 00
2954834 05 06/01/95 0
2954834 O 05/01/25
0
1420425 670/670 F 428,000.00 ZZ
QUIET CORAL 360 428,000.00 1
6301 E HILLCREST BLVD 8.650 3,336.56 80
8.400 3,336.56 535,000.00
1
PHOENIX AZ 85251 1 05/02/95 00
2954869 05 07/01/95 0
2954869 O 06/01/25
0
1420427 670/670 F 270,000.00 T
SILLS ROBERT 360 270,000.00 1
32 SOUTH HOWELLS POINT RD 8.675 2,109.65 75
8.425 2,109.65 360,000.00
BELLPORT NY 11713 1 05/15/95 00
2956811 05 07/01/95 0
2956811 O 06/01/25
0
1420428 670/670 F 540,000.00 ZZ
KRISIK JOHN F 360 539,687.38 1
575 N WEST RIDGE ROAD 8.720 4,236.62 66
8.470 4,236.62 820,000.00
JACKSON WY 83001 1 04/13/95 00
2959046 05 06/01/95 0
2959046 O 05/01/25
0
1420429 670/670 F 272,000.00 ZZ
PREECE RONALD D 360 271,840.89 1
2167 E MONTANE 8.670 2,124.31 80
8.420 2,124.31 340,000.00
DRAPER UT 84020 1 04/27/95 00
2959062 05 06/01/95 0
2959062 O 05/01/25
0
1420430 670/670 F 253,600.00 ZZ
ANDERSON GARTH W 360 253,600.00 1
135 CASTLE ROAD 8.875 2,017.76 80
8.625 2,017.76 317,000.00
CHAPPAQUA NY 10514 1 05/02/95 00
2960257 05 07/01/95 0
2960257 O 06/01/25
0
1420432 670/670 F 248,000.00 ZZ
LARSON JOHN W 360 247,872.77 1
7716 BAJA COVE 9.300 2,049.23 80
9.050 2,049.23 310,000.00
AUSTIN TX 78759 1 04/13/95 00
2961091 05 06/01/95 0
2961091 O 05/01/25
0
1
1420433 670/670 F 400,000.00 ZZ
KAZIN MICHAEL 360 399,787.13 1
4113 LELAND STREET 9.125 3,254.54 51
8.875 3,254.54 799,000.00
CHEVY CHASE MD 20815 1 04/24/95 00
2962667 05 06/01/95 0
2962667 O 05/01/25
0
1420434 670/670 F 293,000.00 ZZ
HAROUNI FERIAL S 360 292,835.74 1
1242 DEVON AVENUE 8.875 2,331.24 55
8.625 2,331.24 540,000.00
LOS ANGELES CA 90024 2 04/21/95 00
2964601 05 06/01/95 0
2964601 O 05/01/25
0
1420435 670/670 F 460,000.00 ZZ
THONIS PETER W 360 459,735.34 1
30 BANCROFT ROAD 8.750 3,618.83 70
8.500 3,618.83 660,000.00
WELLESLEY MA 02181 1 05/01/95 00
2965178 05 06/01/95 0
2965178 O 05/01/25
0
1420438 670/670 F 376,000.00 ZZ
LINSKY MARK I 360 375,782.32 1
754 ARCHER STREET 8.720 2,949.95 80
8.470 2,949.95 470,000.00
SAN DIEGO CA 92109 1 04/28/95 00
2967308 05 06/01/95 0
2967308 O 05/01/25
0
1420439 670/670 F 175,000.00 T
COSNER L R 240 175,000.00 1
50 SEAGATE DRIVE #903B 8.875 1,560.48 60
8.625 1,560.48 295,000.00
NAPLES FL 33940 1 05/18/95 00
2967707 09 07/01/95 0
2967707 O 06/01/15
0
1420440 670/670 F 257,800.00 ZZ
SANDERS ARTHUR B 360 257,647.79 1
1
19652 BISCAYNE BAY DRIV 8.625 2,005.15 95
8.375 2,005.15 274,000.00
BOCA RATON FL 33498 1 04/21/95 10
3116573 03 06/01/95 30
3116573 O 05/01/25
0
1420441 670/670 F 234,000.00 ZZ
DOMENECH MARTIN P 360 234,000.00 1
804 SHORE DRIVE 8.875 1,861.81 90
8.625 1,861.81 260,000.00
NORTH PALM BEAC FL 33408 1 05/10/95 01
3676731 05 07/01/95 25
3676731 O 06/01/25
0
1420443 670/670 F 370,000.00 ZZ
RODGERS JAMES K 360 369,775.85 1
36 VISTA VERDE WAY 8.500 2,844.98 46
8.250 2,844.98 810,000.00
PORTOLA VALLEY CA 94028 2 04/24/95 00
4848616 05 06/01/95 0
4848616 O 05/01/25
0
1420444 670/670 F 700,000.00 ZZ
SMOTHERS III THOMAS B 360 699,604.12 1
1976 WARM SPRINGS ROAD 8.833 5,548.46 39
8.583 5,548.46 1,800,000.00
GLEN ELLEN CA 95452 5 04/24/95 00
4848713 05 06/01/95 0
4848713 O 05/01/25
0
1420445 670/670 F 316,000.00 T
PHILLIPS THEODORE L 360 315,807.89 1
7100 DEER AVENUE 8.483 2,425.97 80
8.233 2,425.97 395,000.00
TAHOMA CA 96142 1 04/26/95 00
4848756 05 06/01/95 0
4848756 O 05/01/25
0
1420448 670/670 F 450,545.00 ZZ
MCKNIGHT CRAIG L 360 450,266.10 1
4704 MAPLE BROOK 8.395 3,430.84 80
8.145 3,430.84 563,182.00
MARIETTA GA 30067 1 04/21/95 00
4864913 05 06/01/95 0
1
4864913 O 05/01/25
0
1420449 670/670 F 272,000.00 ZZ
BUHYOFF ERIC J 360 271,847.51 1
136 MOCKING BIRD LANE 8.875 2,164.16 80
8.625 2,164.16 340,000.00
MARATHON FL 33050 1 04/12/95 00
5265070 05 06/01/95 0
5265070 O 05/01/25
0
1420450 670/670 F 328,000.00 R
MONROE, JR ROBERT L 360 328,000.00 1
#6 SPICEBERRY PLACE 8.300 2,475.70 80
8.050 2,475.70 410,000.00
THE WOODLANDS TX 77382 1 05/11/95 00
6193081 05 07/01/95 0
6193081 O 06/01/25
0
1420451 670/670 F 250,000.00 ZZ
HARRIS JAMES M 360 250,000.00 1
4136 RILEY STREET 8.770 1,970.33 52
8.520 1,970.33 490,000.00
HOUSTON TX 77005 1 05/19/95 00
6193102 05 07/01/95 0
6193102 O 06/01/25
0
1420452 670/670 F 260,800.00 ZZ
POLING MICHAEL A 360 260,649.95 1
1105 PARK STREET SE 8.750 2,051.72 82
8.500 2,051.72 320,000.00
VIENNA VA 22180 2 04/12/95 21
7908539 05 06/01/95 14
7908539 O 05/01/25
0
1420453 670/670 F 350,000.00 ZZ
GREENE MITCHELL E 360 349,798.63 1
268 WATCHUNG FORK 8.750 2,753.45 55
8.500 2,753.45 646,750.00
WESTFIELD NJ 07090 1 04/20/95 00
7922795 05 06/01/95 0
7922795 O 05/01/25
0
1
1420454 670/670 F 248,000.00 ZZ
RANDAZZO MICHAEL A 360 247,860.97 1
13843 SAN SEBASTIAN WAY 8.875 1,973.20 48
8.625 1,973.20 520,000.00
POWAY CA 92064 2 04/14/95 00
7925433 05 06/01/95 0
7925433 O 05/01/25
0
1420455 670/670 F 260,000.00 ZZ
LANDERS DAVID W 360 259,854.24 1
TAINTER HILL ROAD 8.875 2,068.68 76
8.625 2,068.68 345,000.00
WHITINGHAM VT 05361 1 04/14/95 00
7936800 05 06/01/95 0
7936800 O 05/01/25
0
1420456 670/670 F 209,000.00 ZZ
SMITH-BALKUM TERRI L 360 208,891.64 1
255 EAST CEDAR LANE 9.250 1,719.40 95
9.000 1,719.40 220,000.00
TEANECK NJ 07666 1 04/13/95 19
8007781 05 06/01/95 30
8007781 O 05/01/25
0
1420458 670/670 F 357,500.00 T
BARANASKAS ROBERT C 360 357,328.73 1
27 B MOUNTAIN REACH 9.625 3,038.72 55
9.375 3,038.72 650,000.00
STRATTON VT 05155 1 04/14/95 00
8516197 05 06/01/95 0
8516197 O 05/01/25
0
1420459 670/670 F 225,150.00 ZZ
BOYER, JR ROBERT W 360 225,017.07 1
7 BOWMAN WAY 8.625 1,751.20 95
8.375 1,751.20 237,000.00
NEWARK DE 19711 1 04/28/95 11
8516618 05 06/01/95 25
8516618 O 05/01/25
0
1420460 670/670 F 236,500.00 ZZ
BARTON STANLEY W 360 236,360.36 1
1587 MISTY WOOD DRIVE 8.625 1,839.48 80
8.375 1,839.48 295,675.00
1
ROSEVILLE CA 95747 1 04/25/95 00
8555842 05 06/01/95 0
8555842 O 05/01/25
0
1420461 670/670 F 468,000.00 ZZ
BUTERA DONALD J 360 467,744.36 1
1071 CALLE ANACAPA 9.000 3,765.64 79
8.750 3,765.64 595,000.00
ENCINITAS CA 92024 1 04/20/95 00
8594538 05 06/01/95 0
8594538 O 05/01/25
0
1420462 670/670 F 215,000.00 T
DELLAPOSTA STEVEN A 360 214,885.59 1
25 EAST HAYCOCK POINT ROAD 9.125 1,749.31 80
8.875 1,749.31 272,000.00
BRANFORD CT 06405 1 04/28/95 00
8596786 05 06/01/95 0
8596786 O 05/01/25
0
1420464 670/670 F 399,920.00 ZZ
WARMS MARK E 360 399,707.17 1
28 MIDDLE ROAD 9.125 3,253.89 80
8.875 3,253.89 499,900.00
BRONXVILLE NY 10708 1 04/20/95 00
8779023 05 06/01/95 0
8779023 O 05/01/25
0
1420465 670/670 F 231,200.00 ZZ
GLASS LINDSAY 360 231,080.14 1
3 FALMOUTH ROAD 9.250 1,902.03 80
9.000 1,902.03 289,000.00
CHATHAM NJ 07928 1 04/28/95 00
8783837 05 06/01/95 0
8783837 O 05/01/25
0
1420468 670/670 F 380,000.00 ZZ
GOODALL STEPHEN C 360 379,781.37 1
6884 AVIANO DRIVE 8.750 2,989.46 80
8.500 2,989.46 475,000.00
CAMARILLO CA 93012 1 04/21/95 00
9008667 05 06/01/95 0
9008667 O 05/01/25
0
1
1420469 670/670 F 210,000.00 ZZ
VIOLA, III SAVERIO 360 210,000.00 1
48 WINN ROAD 9.375 1,746.68 75
9.125 1,746.68 280,000.00
FALMOUTH ME 04105 2 05/01/95 00
9009191 05 07/01/95 0
9009191 O 06/01/25
0
1420470 670/670 F 275,000.00 ZZ
NEHRENZ THOMAS J 360 274,845.82 1
10 WOODHUE COURT 8.875 2,188.03 52
8.625 2,188.03 535,000.00
REDWOOD CITY CA 94062 1 04/10/95 00
9009868 05 06/01/95 0
9009868 O 05/01/25
0
1420472 670/670 F 360,000.00 ZZ
BLACK DONALD T 360 359,808.42 1
82 STANTON ROAD 9.125 2,929.08 55
8.875 2,929.08 665,000.00
DARIEN CT 06820 1 04/21/95 00
9035141 05 06/01/95 0
9035141 O 05/01/25
0
1420474 670/670 F 252,000.00 ZZ
MALLIN ROBERT H 360 251,858.72 1
4602 EAST ONYX AVENUE 8.875 2,005.03 80
8.625 2,005.03 315,000.00
PHOENIX AZ 85028 1 04/17/95 00
9039414 05 06/01/95 0
9039414 O 05/01/25
0
1420475 670/670 F 385,600.00 ZZ
PEABODY, JR ROBERT R 360 385,389.37 1
6476 CHIQUITA WAY 9.000 3,102.63 80
8.750 3,102.63 482,000.00
CARMICHAEL CA 95608 1 04/13/95 00
9093117 05 06/01/95 0
9093117 O 05/01/25
0
1420476 670/670 F 484,000.00 ZZ
LORENTZEN MARK K 360 483,735.62 1
1
1123 LUNETA DRIVE 9.000 3,894.38 80
8.750 3,894.38 606,000.00
DEL MAR CA 92014 1 04/18/95 00
9103147 05 06/01/95 0
9103147 O 05/01/25
0
1420477 670/670 F 364,500.00 ZZ
BARRY CHARLES C 360 364,290.28 1
2743 LAGUNA STREET 8.750 2,867.53 90
8.500 2,867.53 405,000.00
SAN FRANCISCO CA 94123 1 04/07/95 04
9108084 01 06/01/95 25
9108084 O 05/01/25
0
1420478 670/670 F 220,000.00 T
GRAVELLE A E 360 219,879.83 1
7132 THIRSTY CACTUS LANE 9.000 1,770.17 67
8.750 1,770.17 329,321.00
SCOTTSDALE AZ 85262 1 04/10/95 00
9113541 05 06/01/95 0
9113541 O 05/01/25
0
1420479 670/670 F 339,300.00 ZZ
GORLA BARBARA 360 339,104.78 1
26 CLERMONT 8.750 2,669.28 90
8.500 2,669.28 377,014.00
NEWPORT COAST A CA 92657 1 04/06/95 14
9128352 03 06/01/95 17
9128352 O 05/01/25
0
1420482 670/670 F 244,000.00 ZZ
DEL VECCHIO JOHN D 360 243,866.72 1
5 GRITMAN COURT 9.000 1,963.28 95
8.750 1,963.28 257,500.00
WESTWOOD NJ 07675 1 04/25/95 01
30004268 05 06/01/95 30
30004268 O 05/01/25
0
1420483 670/670 F 281,200.00 ZZ
LEVENTIS JAMES P 360 281,042.35 1
9313 CARMICHAEL DRIVE 8.875 2,237.36 95
8.625 2,237.36 296,000.00
LA MESA CA 91941 1 04/19/95 10
30004926 05 06/01/95 25
1
30004926 O 05/01/25
0
1420484 670/670 F 506,250.00 ZZ
UNG, JR BASIL B 360 506,250.00 1
4 VILLAGE CIRCLE 8.625 3,937.57 75
8.375 3,937.57 675,000.00
MANHATTAN BEACH CA 90266 1 05/08/95 00
30005027 03 07/01/95 0
30005027 O 06/01/25
0
1420485 670/670 F 500,000.00 ZZ
MORROW JOHN C 360 499,747.50 1
12655 ROUGH & READY HIGHWAY 9.375 4,158.75 67
9.125 4,158.75 750,000.00
GRASS VALLEY CA 95945 2 04/11/95 00
30005540 05 06/01/95 0
30005540 O 05/01/25
0
1420486 670/670 F 285,600.00 ZZ
FOSCHAAR G M 360 285,435.68 1
1643 DEVONSHIRE COURT 8.750 2,246.82 80
8.500 2,246.82 357,000.00
WESTLAKE VILLAG CA 91361 1 04/17/95 00
30006368 05 06/01/95 0
30006368 O 05/01/25
0
1420487 670/670 F 260,000.00 ZZ
GRAHAM BILLY R 360 259,861.63 1
2629 N HALL CIRCLE 9.125 2,115.45 65
8.875 2,115.45 405,000.00
MESA AZ 85203 2 04/21/95 00
30009685 05 06/01/95 0
30009685 O 05/01/25
0
1420488 670/670 F 340,000.00 ZZ
NOCKET MICHAEL E 360 339,809.38 1
160 12TH STREET 8.875 2,705.20 73
8.625 2,705.20 470,000.00
SEAL BEACH CA 90740 1 04/14/95 00
30011124 05 06/01/95 0
30011124 O 05/01/25
0
1
1420489 670/670 F 650,000.00 ZZ
BOWNES PATRICK B 360 649,626.03 1
2649 OCEAN STREET 8.750 5,113.55 77
8.500 5,113.55 850,000.00
CARLSBAD CA 92008 1 04/21/95 00
30012449 05 06/01/95 0
30012449 O 05/01/25
0
1420490 670/670 F 544,000.00 ZZ
HOWLAND PAMELA A 360 544,000.00 1
910 SISKIYOU DRIVE 8.750 4,279.65 80
8.500 4,279.65 680,000.00
MENLO PARK CA 94025 1 05/03/95 00
30012651 05 07/01/95 0
30012651 O 06/01/25
0
1420491 670/670 F 224,000.00 ZZ
HEFFNER, JR LAWRENCE E 360 223,877.64 1
1060 MARTHA'S COURT WEST 9.000 1,802.36 80
8.750 1,802.36 280,000.00
KNOXVILLE MD 21758 2 04/28/95 00
30013909 05 06/01/95 0
30013909 O 05/01/25
0
1420494 670/670 F 240,200.00 ZZ
SHERMAN BRIAN K 360 240,200.00 1
12628 CAMINITO DESTELLO 8.750 1,889.66 80
8.500 1,889.66 300,310.00
SAN DIEGO CA 92130 1 05/01/95 00
30017033 03 07/01/95 0
30017033 O 06/01/25
0
1420495 670/670 F 427,950.00 ZZ
LUCIA MORRIS V 360 427,690.74 1
3350 MANDEVILLE CANYON 8.500 3,290.57 80
8.250 3,290.57 534,938.00
LOS ANGELES CA 90049 1 04/26/95 00
30017874 05 06/01/95 0
30017874 O 05/01/25
0
1420496 670/670 F 352,500.00 ZZ
TRUJILLO LOUIS R 360 352,291.88 1
5450 EAST LONG PLACE 8.625 2,741.71 75
8.375 2,741.71 470,000.00
1
LITTLETON CO 80122 2 04/12/95 00
30019052 03 06/01/95 0
30019052 O 05/01/25
0
1420497 670/670 F 236,250.00 ZZ
SADLER RICHARD L 360 236,120.95 1
745 CHAMPIONS CLUB 9.000 1,900.93 75
8.750 1,900.93 315,000.00
ALPHARETTA GA 30201 1 04/28/95 00
30021944 03 06/01/95 0
30021944 O 05/01/25
0
1420498 670/670 F 468,750.00 ZZ
KIRWAN RICK E 360 468,487.21 1
14945 RANCHO ANTIGUO 8.875 3,729.59 75
8.625 3,729.59 625,000.00
DEL MAR CA 92014 1 04/20/95 00
30024561 05 06/01/95 0
30024561 O 05/01/25
0
1420499 670/670 F 513,000.00 ZZ
CULP GORDON L 360 512,704.85 1
5334 S W LANDER STREET 8.750 4,035.78 80
8.500 4,035.78 645,000.00
SEATTLE WA 98116 2 04/27/95 00
30026211 05 06/01/95 0
30026211 O 05/01/25
0
1420500 670/670 F 316,000.00 ZZ
POND BRIAN R 360 316,000.00 1
340 ATTEBURY DRIVE 8.625 2,457.82 80
8.375 2,457.82 395,000.00
SAN MARCOS CA 92069 1 05/04/95 00
30026601 05 07/01/95 0
30026601 O 06/01/25
0
1420501 670/670 F 284,000.00 ZZ
ROBINSON DOUGLAS P 360 284,000.00 1
4271 CANFIELD DRIVE 8.625 2,208.93 80
8.375 2,208.93 355,000.00
FREMONT CA 94536 1 05/01/95 00
30046751 03 07/01/95 0
30046751 O 06/01/25
0
1
1420503 670/670 F 226,400.00 ZZ
DYER RICHARD S 360 226,400.00 1
8625 BRIGHT ANGEL WAY 8.750 1,781.09 80
8.500 1,781.09 283,000.00
LAS VEGAS NV 89129 1 05/10/95 00
30028787 05 07/01/95 0
30028787 O 06/01/25
0
1420504 670/670 F 247,650.00 ZZ
JENNETTE, JR LARRY F 360 247,503.78 1
1000 EULALIA ROAD 8.625 1,926.20 80
8.375 1,926.20 310,000.00
ATLANTA GA 30319 1 04/25/95 00
30029686 05 06/01/95 0
30029686 O 05/01/25
0
1420506 670/670 F 551,600.00 ZZ
GROWER JOHN H 360 551,600.00 1
872 LADERA LANE 8.750 4,339.44 79
8.500 4,339.44 698,500.00
SANTA BARBARA CA 93108 1 05/05/95 00
30031699 05 07/01/95 0
30031699 O 06/01/25
0
1420507 670/670 F 243,000.00 ZZ
HALL NORMAN L 360 242,860.19 1
2283 TERRA BELLA LANE 8.750 1,911.69 90
8.500 1,911.69 270,000.00
CAMARILLO CA 93012 1 04/26/95 11
30034949 05 06/01/95 17
30034949 O 05/01/25
0
1420509 670/670 F 500,000.00 ZZ
AMSALEM ANNIE M 360 499,733.91 1
15 OAK VALE 9.125 4,068.17 80
8.875 4,068.17 625,000.00
NEWTON MA 02168 1 04/26/95 00
30036399 05 06/01/95 0
30036399 O 05/01/25
0
1420510 670/670 F 245,000.00 ZZ
VOLK JAMES 360 244,855.35 1
1
5227 WESTFIELD COURT 8.625 1,905.59 77
8.375 1,905.59 320,000.00
LAKE OSWEGO OR 97035 1 04/27/95 00
30037867 05 06/01/95 0
30037867 O 05/01/25
0
1420511 670/670 F 228,600.00 ZZ
COWGER THOMAS M 360 228,465.03 1
8532 SANDY HOOK DRIVE 8.625 1,778.03 65
8.375 1,778.03 355,000.00
HUNTINGTON BEAC CA 92646 2 04/24/95 00
30038987 05 06/01/95 0
30038987 O 05/01/25
0
1420512 670/670 F 252,000.00 ZZ
LARKIN FREDERICKJ 360 252,000.00 1
13151 ABANA PLACE 9.250 2,073.15 90
9.000 2,073.15 280,000.00
CERRITOS CA 90703 1 04/27/95 10
30041163 05 07/01/95 25
30041163 O 06/01/25
0
1420513 670/670 F 148,000.00 ZZ
RUTHERFORD JOHN 360 148,000.00 1
6620 E CHOLLA STREET 9.250 1,217.56 80
9.000 1,217.56 185,000.00
SCOTTSDALE AZ 85254 2 05/01/95 00
30041848 05 07/01/95 0
30041848 O 06/01/25
0
1420514 670/670 F 346,500.00 ZZ
ABRAHAM ANTHONY 360 346,320.37 1
9245 S MILLER LANE 9.250 2,850.57 90
9.000 2,850.57 385,000.00
LAS VEGAS NV 89113 1 04/25/95 10
30042534 05 06/01/95 20
30042534 O 05/01/25
0
1420515 670/670 F 539,000.00 ZZ
SWIFT ROBERT J 360 538,697.82 1
2211 BLUFF CREEK DRIVE 8.875 4,288.53 76
8.625 4,288.53 710,000.00
KINGWOOD TX 77345 1 04/27/95 00
30045576 03 06/01/95 0
1
30045576 O 05/01/25
0
1420516 670/670 F 387,000.00 ZZ
VALJI KARIM 360 387,000.00 1
3312 FRONT STREET 9.250 3,183.76 90
9.000 3,183.76 430,000.00
SAN DIEGO CA 92103 2 05/02/95 11
30052432 05 07/01/95 20
30052432 O 06/01/25
0
1420517 670/670 F 125,600.00 ZZ
PURNELL LOUIS R 360 125,600.00 1
4019 13TH STREET N.E. 8.875 999.33 80
8.625 999.33 157,000.00
WASHINGTON DC 20017 2 05/12/95 00
30070457 05 07/01/95 0
30070457 O 06/01/25
0
1420552 439/439 F 501,000.00 ZZ
BLOOMFIELD ALLEN 360 501,000.00 2
259 WEST 22ND STREET 8.800 3,959.28 62
8.675 3,959.28 820,000.00
NEW YORK NY 10011 1 05/25/95 00
17768763 05 07/01/95 0
17768763 O 06/01/25
0
1420554 439/439 F 415,000.00 ZZ
LOO JOSEPH 360 415,000.00 1
1723 CAMDEN AVENUE 8.650 3,235.22 70
8.525 3,235.22 600,000.00
SOUTH PASADENA CA 91030 5 05/22/95 00
17813858 05 07/01/95 0
17813858 O 06/01/25
0
1420556 439/439 F 228,000.00 ZZ
RUSLIM TJAHJADI 360 228,000.00 1
22 JEAN PLACE 8.300 1,720.91 80
8.175 1,720.91 285,000.00
SYOSSET NY 11791 1 05/25/95 00
17718685 05 07/01/95 0
17718685 O 06/01/25
0
1
1420572 369/369 F 250,000.00 ZZ
DUNN DANIEL T 360 250,000.00 1
14027 CLARENDON POINTE CT. 8.125 1,856.25 68
7.875 1,856.25 370,500.00
HUNTERSVILLE NC 28078 1 05/23/95 00
48679047 05 07/01/95 0
48679047 O 06/01/25
0
1420573 232/232 F 134,000.00 ZZ
MERLINO ANGELA 360 134,000.00 1
3674 CURRY STREET 8.875 1,066.16 73
8.625 1,066.16 185,000.00
YORKTOWN HEIGHT NY 10598 1 05/22/95 00
609503350 05 07/01/95 0
609503350 O 06/01/25
0
1420584 608/787 F 82,650.00 ZZ
GAFFNEY LINDA K 360 82,597.30 1
1204 WORTHINGTON DRIVE 8.250 620.92 95
8.000 620.92 87,000.00
EXTON PA 19341 1 04/26/95 10
0380125170 01 06/01/95 30
50011226 O 05/01/25
0
1420585 A39/787 F 166,850.00 ZZ
BRAJEVICH NICHOLAS J 360 166,850.00 1
24985 AMBERWOOD 8.125 1,238.86 75
7.875 1,238.86 222,500.00
MISSION VIEJO CA 92692 1 05/25/95 00
0380124843 03 07/01/95 0
9500254 O 06/01/25
0
1420589 439/439 F 223,000.00 ZZ
MITCHELL MICHAEL E 360 223,000.00 1
2033 LYON AVENUE 8.550 1,722.59 79
8.425 1,722.59 285,000.00
BELMONT CA 94002 2 05/16/95 00
1779566 05 07/01/95 0
1779566 O 06/01/25
0
1420591 439/439 F 255,000.00 ZZ
HAMILTON SANDRA 360 255,000.00 1
30122 SONRISA LANE 8.000 1,871.10 85
7.875 1,871.10 300,000.00
1
LAGUNA NIGUEL CA 92677 1 05/31/95 10
1785048 05 07/01/95 12
1785048 O 06/01/25
0
1420592 439/439 F 344,800.00 ZZ
BRAGANZA RABINDRA A 360 344,800.00 1
3767 LINCOLNWOOD DRIVE 8.200 2,578.26 80
8.075 2,578.26 431,000.00
SANTA BARBARA CA 93110 4 05/25/95 00
1778179 05 07/01/95 0
1778179 O 06/01/25
0
1420593 439/439 F 209,000.00 ZZ
SCHENDEL CURTIS A 360 209,000.00 1
1624 PACKARD CIRCLE 8.200 1,562.81 95
8.075 1,562.81 220,000.00
CORONA CA 91719 1 05/31/95 10
1781727 05 07/01/95 30
1781727 O 06/01/25
0
1420594 439/439 F 367,700.00 ZZ
GLASER STEPHEN A 360 367,700.00 1
725 FRENCH TOWN ROAD 8.200 2,749.50 79
8.075 2,749.50 465,443.00
ARGYLE TX 76226 1 05/26/95 00
1784025 05 07/01/95 0
1784025 O 06/01/25
0
1420595 439/439 F 340,000.00 ZZ
ANDREWS JEFFREY A 360 340,000.00 1
1649 KAMSACK DRIVE 8.650 2,650.54 80
8.525 2,650.54 425,000.00
SUNNYVALE CA 94087 1 05/16/95 00
1773409 05 07/01/95 0
1773409 O 06/01/25
0
1420596 439/439 F 240,700.00 ZZ
PERRY PATRICK 360 240,700.00 1
5307 CARMENTO DRIVE 8.700 1,885.00 90
8.575 1,885.00 267,551.00
AGOURA CA 91301 1 05/23/95 10
1776823 05 07/01/95 25
1776823 O 06/01/25
0
1
1420597 439/439 F 255,000.00 ZZ
FONDACABE GREGG R 360 255,000.00 1
1925 HILLMAN AVENUE 8.700 1,996.99 74
8.575 1,996.99 345,000.00
BELMONT CA 94002 5 05/17/95 00
1781312 05 07/01/95 0
1781312 O 06/01/25
0
1420619 A39/787 F 196,000.00 ZZ
KENNEDY CHRISTOPH 360 196,000.00 1
4571 LARKWOOD AVENUE 8.000 1,438.18 80
7.750 1,438.18 245,000.00
WOODLAND HILLS CA 91364 1 05/18/95 00
0380124702 05 07/01/95 0
9500302 O 06/01/25
0
1420641 696/728 F 400,000.00 ZZ
GARITY JAMES K 360 400,000.00 1
ROUTE 746 BOX 344 8.750 3,146.80 58
8.500 3,146.80 699,000.00
PHILOMONT VA 22131 1 05/30/95 00
0380125113 05 07/01/95 0
2085267 O 06/01/25
0
1420655 696/728 F 222,000.00 ZZ
BONAVENTURE JR ROBERT L 360 222,000.00 1
6132 32ND PLACE NW 8.250 1,667.81 80
8.000 1,667.81 277,500.00
WASHINGTON DC 20015 1 05/31/95 00
0380125261 05 07/01/95 0
3113403 O 06/01/25
0
1420656 561/728 F 310,500.00 ZZ
STEINMETZ SCOTT A 360 310,500.00 1
8606 NORTHFIELDS CIRCLE 8.625 2,415.04 90
8.375 2,415.04 345,000.00
LUTHERVILLE MD 21093 1 05/26/95 04
0380125469 05 07/01/95 25
5559695 O 06/01/25
0
1420709 077/077 F 292,500.00 ZZ
SUCHARETZA BRIAN S 360 292,500.00 1
1
50752 PICKETT RIDGE COURT 8.750 2,301.10 90
8.500 2,301.10 325,000.00
GRANGER IN 46530 1 05/26/95 10
418094 05 07/01/95 25
418094 O 06/01/25
0
1420733 403/403 F 219,000.00 ZZ
LONDON JONATHAN B 360 219,000.00 1
80 NEWTON ROAD 8.875 1,742.47 80
8.625 1,742.47 274,000.00
WOODBRIDGE CT 06525 1 05/23/95 00
6380315 05 07/01/95 0
6380315 O 06/01/25
0
1420776 083/728 F 275,000.00 ZZ
CROMACK ROBERT D 360 275,000.00 1
3696 COLDBROOK CIRCLE 8.375 2,090.20 56
8.125 2,090.20 496,000.00
BUCKINGHAM PA 18901 1 05/08/95 00
0380125998 05 07/01/95 0
1083836 O 06/01/25
0
1420777 083/728 F 297,500.00 ZZ
DEBUS RONALD K 360 297,500.00 1
5614 AZURE WAY 8.750 2,340.43 70
8.500 2,340.43 425,000.00
LONG BEACH CA 90803 1 05/02/95 00
0380126400 01 07/01/95 0
1083464 O 06/01/25
0
1420778 561/728 F 265,000.00 ZZ
CARLSON ROY H 360 265,000.00 1
212 OLD LANDING COURT 8.625 2,061.15 75
8.375 2,061.15 354,745.00
FREDERICKSBURG VA 22405 2 05/28/95 00
0380127978 05 07/01/95 0
8535890 O 06/01/25
0
1420824 025/025 F 350,000.00 ZZ
CIABATTARI JOHN 360 350,000.00 1
125 ALAMANDA WAY 8.875 2,784.76 80
8.625 2,784.76 438,950.00
STUART FL 34996 1 05/10/95 00
543349 05 07/01/95 0
1
543349 O 06/01/25
0
1420842 241/728 F 249,000.00 ZZ
HOLMES DANA L 360 248,867.49 1
1014 DEEP WOODS TRAIL 9.125 2,025.95 63
8.875 2,025.95 400,000.00
BRENTWOOD TN 37027 2 04/17/95 00
0380126160 05 06/01/95 0
7033582 O 05/01/25
0
1420863 363/363 F 296,000.00 ZZ
ROHOLT PHILIP C 360 296,000.00 1
1205 LAS OLAS N.W. 8.875 2,355.11 78
8.750 2,355.11 380,000.00
NORTH CANTON OH 44720 1 05/05/95 00
8214822702 05 07/01/95 0
8214822702 O 06/01/25
0
1420870 025/025 F 428,800.00 ZZ
MURRAY THERESA C 360 428,800.00 1
7901 E UPPER RIDGE DRIVE 8.500 3,297.10 76
8.250 3,297.10 568,944.00
PARKLAND FL 33067 1 05/24/95 00
432347 03 07/01/95 0
432347 O 06/01/25
0
1420880 334/728 F 35,000.00 ZZ
HOWELL ELSIE J 360 34,964.50 1
13432 JONES ROAD 9.375 291.12 37
9.125 291.12 95,000.00
HOUSTON TX 77070 1 03/24/95 00
0380126335 05 05/01/95 0
33635 O 04/01/25
0
1420881 267/267 F 328,500.00 ZZ
COLLINS MICHAEL 360 328,500.00 1
2666 N MOUNTAIN AVENUE 8.625 2,555.04 90
8.375 2,555.04 365,000.00
CLAREMONT CA 91711 1 05/08/95 11
7316931 05 07/01/95 25
7316931 O 06/01/25
0
1
1420882 267/267 F 241,775.00 ZZ
D'ALESSANDRO CRAIG R 360 241,775.00 1
215 WHITING STREET NO. 2 8.250 1,816.38 95
8.000 1,816.38 254,500.00
EL SUGENDO CA 90245 1 05/25/95 10
7316999 01 07/01/95 30
7316999 O 06/01/25
0
1420883 267/267 F 310,500.00 ZZ
LERNER DIEGO F 360 310,500.00 1
531 ESPLANADE #705 8.250 2,332.69 90
8.000 2,332.69 345,000.00
REDONDO BEACH CA 90277 1 05/24/95 10
7324154 01 07/01/95 25
7324154 O 06/01/25
0
1420884 267/267 F 216,000.00 ZZ
JUARROS JESSE R 360 216,000.00 1
2122 GALBRETH ROAD 8.375 1,641.76 90
8.125 1,641.76 240,000.00
PASADENA CA 91104 2 05/23/95 11
7323768 05 07/01/95 25
7323768 O 06/01/25
0
1420885 267/267 F 260,000.00 ZZ
CALDWELL RUBY M 360 260,000.00 1
2275 LOCUST STREET 8.375 1,976.19 50
8.125 1,976.19 520,000.00
SAN DIEGO CA 92106 5 05/16/95 00
8320752 05 07/01/95 0
8320752 O 06/01/25
0
1420886 267/267 F 264,900.00 ZZ
JURADO ALEXANDERL 360 264,900.00 1
6290 CANNERY COURT 8.375 2,013.44 90
8.125 2,013.44 294,432.00
YORBA LINDA CA 92686 1 05/15/95 10
7325176 03 07/01/95 25
7325176 O 06/01/25
0
1420887 267/267 F 230,000.00 ZZ
ANDERSON PAUL M 360 230,000.00 1
13335 ROXTON CIRCLE 8.375 1,748.17 57
8.125 1,748.17 405,000.00
1
SAN DIEGO CA 92130 2 05/18/95 00
7323271 03 07/01/95 0
7323271 O 06/01/25
0
1420889 267/267 F 420,000.00 ZZ
BAKALYAR STEPHEN R 360 420,000.00 1
817 JONIVE ROAD 8.500 3,229.44 80
8.250 3,229.44 525,000.00
SEBASTOPOL CA 95472 5 05/09/95 00
7305697 05 07/01/95 0
7305697 O 06/01/25
0
1420915 171/728 F 315,000.00 ZZ
STAGER REED R 360 315,000.00 1
3955 SOUTHWEST MOUNT ADAMS DRI 8.500 2,422.08 70
8.250 2,422.08 450,000.00
PORTLAND OR 97201 1 05/17/95 00
0380127028 05 07/01/95 0
37087202 O 06/01/25
0
1420917 670/670 F 279,200.00 ZZ
JOHNSON LEE H 360 279,200.00 1
515 BELLAIRE STREET 8.500 2,146.81 80
8.250 2,146.81 349,000.00
DENVER CO 80220 1 05/24/95 00
537837 05 07/01/95 0
537837 O 06/01/25
0
1420918 670/670 F 232,200.00 ZZ
GREEN JEFFORY 360 232,066.41 1
8157 SOUTH GRAMBLING WAY 8.750 1,826.72 90
8.500 1,826.72 258,000.00
SANDY UT 84094 1 05/02/95 12
674452 05 06/01/95 25
674452 O 05/01/25
0
1420920 670/670 F 360,000.00 ZZ
WILSON SHELIA R 360 360,000.00 1
6531 BASALTO STREET 8.875 2,864.33 80
8.625 2,864.33 450,000.00
CARLSBAD CA 92009 2 05/18/95 00
2884992 05 07/01/95 0
2884992 O 06/01/25
0
1
1420921 670/670 F 650,000.00 T
JOHNSON CARYN 360 650,000.00 1
6460 SAN MARCOS PASS ROAD 9.375 5,406.38 71
9.125 5,406.38 925,000.00
SANTA BARBARA CA 93105 1 05/18/95 00
2885476 05 07/01/95 0
2885476 O 06/01/25
0
1420922 670/670 F 300,000.00 ZZ
SPRINGER JAY 360 299,802.75 1
5 OAKWOOD ROAD 8.100 2,222.25 69
7.850 2,222.25 440,000.00
ALLENDALE NJ 07401 1 04/28/95 00
2956772 05 06/01/95 0
2956772 O 05/01/25
0
1420923 670/670 F 270,200.00 ZZ
JOHNSON REGINALD 360 270,200.00 1
8300 GULLANE COURT 8.750 2,125.67 89
8.500 2,125.67 305,000.00
FORT WASHINGTON MD 20744 1 05/17/95 21
8614555 05 07/01/95 17
8614555 O 06/01/25
0
1420924 670/670 F 638,400.00 ZZ
JOHNSON ARTHUR Q 360 638,023.09 1
6010 FOLSOM AVENUE 8.625 4,965.41 80
8.375 4,965.41 798,000.00
LA JOLLA CA 92037 1 04/20/95 00
9032541 05 06/01/95 0
9032541 O 05/01/25
0
1420925 670/670 F 229,900.00 ZZ
ROBINSON BOYD E 360 229,900.00 1
2051 SEQUOIA CREST 8.875 1,829.19 95
8.625 1,829.19 242,000.00
VISTA CA 92083 1 05/01/95 10
30026750 03 07/01/95 25
30026750 O 06/01/25
0
1420939 172/172 F 283,840.00 ZZ
ALLEN DAVID A 360 283,840.00 1
1
4 ROBERTS ROAD 8.750 2,232.97 80
8.500 2,232.97 354,800.00
TOWNSHIP OF RAN NJ 07869 1 05/15/95 00
091812400 05 07/01/95 0
091812400 O 06/01/25
0
1420942 757/757 F 233,200.00 ZZ
STRIPLAND DAVID W 360 233,200.00 1
4895 ROSEWOOD LAKE DRIVE 8.375 1,772.49 80
8.125 1,772.49 291,500.00
CUMMING GA 30130 1 05/31/95 00
2496537 05 07/01/95 0
2496537 O 06/01/25
0
1420968 324/728 F 225,000.00 ZZ
ADAMS DAVID W 360 225,000.00 1
2832 WOODBURY CIRCLE 8.750 1,770.08 75
8.500 1,770.08 300,000.00
ST GEORGE UT 84770 2 05/23/95 00
0380126921 05 07/01/95 0
2454000805 O 06/01/25
0
1420981 077/077 F 236,000.00 ZZ
NORDLUND WILLIS J 360 236,000.00 1
SULLIVAN ROAD 8.375 1,793.78 80
8.125 1,793.78 295,000.00
BEAVER WV 25813 1 05/31/95 00
346562 05 07/01/95 0
346562 O 06/01/25
0
1420990 369/369 F 300,000.00 ZZ
ADAMS PETER W 360 300,000.00 1
10808 RONDEAU WOODS COURT 8.250 2,253.81 88
8.000 2,253.81 341,000.00
RALEIGH NC 27614 1 05/26/95 10
0048759914 05 07/01/95 25
0048759914 O 06/01/25
0
1421141 083/728 F 272,000.00 ZZ
PLATT RICHARD W 360 272,000.00 1
13 CANTERBURY LANE 8.750 2,139.83 80
8.500 2,139.83 340,000.00
CLINTON TOWNSHI NJ 08833 1 05/15/95 00
0380127432 05 07/01/95 0
1
1083907 O 06/01/25
0
1421149 225/225 F 440,000.00 ZZ
SOLLARS GARY L 360 439,753.33 1
4405 NICKLAUS DR. 8.875 3,500.84 80
8.625 3,500.84 550,000.00
LAWRENCE KS 66047 1 04/29/95 00
8600612 05 06/01/95 0
8600612 O 05/01/25
0
1421153 225/225 F 375,000.00 ZZ
SCHILD PETER J 360 374,380.89 1
7307 SEAN RIDGE LANE 9.000 3,017.33 52
8.750 3,017.33 730,000.00
CHARLOTTE NC 28277 1 02/15/95 00
8400717 03 04/01/95 0
8400717 O 03/01/25
0
1421291 083/728 F 262,500.00 ZZ
TOMITA TAKASHI 360 262,500.00 1
29266 ALFIERI STREET 8.875 2,088.57 75
8.625 2,088.57 350,000.00
LAGUNA NIGUEL CA 92677 1 05/04/95 00
0380127564 03 07/01/95 0
1083430 O 06/01/25
0
TOTAL NUMBER OF LOANS : 655
TOTAL ORIGINAL BALANCE : 200,188,289.49
TOTAL PRINCIPAL BALANCE : 199,986,492.99
TOTAL ORIGINAL P+I : 1,590,668.88
TOTAL CURRENT P+I : 1,590,668.88
***************************
* END OF REPORT *
***************************
RUN ON : 06/19/95 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.54.48 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1995-S9 CUTOFF : 06/01/95
POOL : 0004172
:
:
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
---------------------------------------------------------------------------
1399586 .2500
215,315.05 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1400866 .2500
73,464.79 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
1402139 .2500
999,453.77 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1404259 .2500
223,784.52 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
1404638 .1250
325,000.00 .0800
8.0000 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1405610 .2500
250,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1
1406595 .2500
620,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1406640 .2500
179,911.46 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1406806 .2500
676,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1407681 .2500
320,837.83 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1407711 .2500
590,800.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1407869 .1250
232,647.01 .0800
8.8500 .0000
8.7250 .0000
8.6450 .0000
8.0000 .6450
1414818 .2500
242,277.58 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1414819 .2500
234,500.00 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.0000 1.4700
1
1414951 .2500
359,594.87 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1414998 .2500
264,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1415028 .1250
246,243.44 .0800
9.2500 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1415033 .2500
208,689.13 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1415292 .2500
999,481.58 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1415516 .2500
455,200.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1415532 .2500
327,816.11 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1415656 .2500
199,774.93 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1415810 .2500
238,900.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1415821 .2500
231,869.93 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1415852 .2500
102,600.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1415999 .2500
75,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1416003 .2500
499,739.42 .0800
9.2250 .0000
8.9750 .0000
8.8950 .0000
8.0000 .8950
1416007 .2500
46,700.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1416029 .2500
319,200.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1416043 .2500
519,684.97 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1
1416051 .2500
1,000,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1416055 .2500
199,500.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1416070 .2500
199,791.84 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1416095 .2500
246,400.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1416206 .2500
349,346.41 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1416210 .2500
375,576.86 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1416453 .2500
259,804.27 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1416479 .2500
269,696.15 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1416480 .2500
259,707.40 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1416576 .2500
138,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1416597 .2500
28,000.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1416629 .2500
109,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1416630 .2500
283,600.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1416655 .2500
308,767.70 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1416662 .2500
205,603.41 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.0000 1.5450
1416702 .2500
254,626.65 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.0000 1.5450
1
1416709 .2500
299,722.54 .0800
9.8750 .0000
9.6250 .0000
9.5450 .0000
8.0000 1.5450
1416719 .2500
471,831.49 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.0000 1.4200
1416726 .2500
264,535.94 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.0000 1.2950
1416746 .2500
283,543.13 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1416765 .2500
380,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1416955 .2500
406,250.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1416973 .2500
228,837.38 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1417018 .2500
290,537.03 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1417019 .2500
255,856.47 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1417121 .2500
296,750.07 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1417134 .2500
635,652.60 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1417193 .2500
226,232.65 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1417194 .2500
208,303.25 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.0000 1.4200
1417197 .2500
297,241.40 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.0000 1.2950
1417210 .2500
415,204.71 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
8.0000 1.6700
1417241 1.1250
258,641.50 .0800
10.2500 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1
1417272 .2500
215,700.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1417273 .2500
382,330.78 .0800
10.0000 .0000
9.7500 .0000
9.6700 .0000
8.0000 1.6700
1417360 .2500
153,700.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1417361 .2500
72,000.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1417363 .2500
120,000.00 .0800
9.0750 .0000
8.8250 .0000
8.7450 .0000
8.0000 .7450
1417378 .2500
359,200.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1417382 .2500
52,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1417447 .2500
372,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1
1417450 .2500
462,133.96 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1417502 .2500
580,932.51 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1417553 .2500
60,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1417578 .2500
215,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1417587 .2500
674,667.98 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1417588 .2500
267,200.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1417590 .2500
316,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1417610 .2500
190,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1417614 .2500
247,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1417637 .2500
266,250.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1417642 .2500
284,330.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1417647 .2500
295,825.24 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1417803 .2500
230,771.84 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1417807 .2500
132,802.18 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1417810 .1250
223,868.43 .0800
8.6500 .0000
8.5250 .0000
8.4450 .0000
8.0000 .4450
1417814 .1250
359,797.12 .0800
8.8500 .0000
8.7250 .0000
8.6450 .0000
8.0000 .6450
1
1417815 .2500
265,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1417817 .1250
231,300.00 .0800
8.9000 .0000
8.7750 .0000
8.6950 .0000
8.0000 .6950
1417830 .1250
279,000.00 .0800
8.8000 .0000
8.6750 .0000
8.5950 .0000
8.0000 .5950
1417832 .1250
349,798.62 .0800
8.7500 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1417833 .1250
233,772.23 .0800
9.0000 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1417868 .2500
224,767.22 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1417869 .2500
239,861.92 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1417872 .2500
399,549.84 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1417889 .2500
500,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1417892 .2500
499,451.72 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1417893 .2500
599,645.76 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1417894 .2500
239,861.91 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1417916 .2500
375,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1417921 .2500
351,614.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1417939 .1250
263,843.32 .0800
8.6000 .0000
8.4750 .0000
8.3950 .0000
8.0000 .3950
1417940 .1250
289,827.89 .0800
8.6000 .0000
8.4750 .0000
8.3950 .0000
8.0000 .3950
1
1417952 .2500
244,859.04 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1417955 .2500
269,844.66 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1417956 .2500
220,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1417958 .2500
76,654.72 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1417959 .2500
272,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1417962 .2500
274,182.99 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1417964 .2500
229,457.29 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1417968 .2500
220,217.83 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1
1417971 .2500
259,834.21 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1417978 .1250
266,000.00 .0800
8.4500 .0000
8.3250 .0000
8.2450 .0000
8.0000 .2450
1418017 .2500
237,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1418025 .2500
227,369.11 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418069 .2500
403,590.37 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418096 .2500
249,870.39 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418100 .2500
419,752.03 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1418114 .2500
258,100.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1
1418127 .2500
45,900.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1418188 .2500
332,308.70 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418199 .2500
348,800.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1418214 .2500
165,500.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418227 .2500
395,619.06 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
1418235 .2500
68,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418238 .2500
234,050.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418240 .2500
273,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1418245 .2500
300,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1418284 .2500
320,265.63 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418298 .2500
227,875.46 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1418302 .1250
364,000.00 .0800
8.3000 .0000
8.1750 .0000
8.0950 .0000
8.0000 .0950
1418305 .1250
462,400.00 .0800
8.5500 .0000
8.4250 .0000
8.3450 .0000
8.0000 .3450
1418307 .1250
247,900.00 .0800
8.6000 .0000
8.4750 .0000
8.3950 .0000
8.0000 .3950
1418308 .1250
285,000.00 .0800
8.0500 .0000
7.9250 .0000
7.8450 .0000
7.8450 .0000
1418341 .2500
493,600.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1
1418345 .2500
277,915.55 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1418348 .2500
41,900.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418363 .2500
153,674.37 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1418368 .2500
242,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418382 .2500
208,435.66 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1418398 .2500
100,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418443 .2500
74,964.07 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
1418445 .2500
291,806.39 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1
1418447 .2500
249,870.39 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418451 .2500
341,100.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418455 .2500
151,073.67 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418456 .2500
180,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418471 .2500
254,649.57 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1418474 .2500
154,061.31 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418477 .2500
296,467.83 .0300
10.0000 .0000
9.7500 .0000
9.7200 .0000
8.0000 1.7200
1418480 .2500
308,182.11 .0300
9.7500 .0000
9.5000 .0000
9.4700 .0000
8.0000 1.4700
1
1418482 .2500
256,277.16 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
1418486 .2500
531,684.92 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418487 .2500
296,557.53 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1418489 .2500
215,780.99 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418491 .2500
279,721.51 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1418492 .2500
215,332.60 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418496 .2500
479,412.13 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418498 .2500
337,084.53 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1
1418501 .2500
219,288.84 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1418503 .2500
345,610.62 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418508 .2500
265,201.20 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418509 .2500
238,930.81 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418513 .2500
299,687.74 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418514 .2500
228,255.86 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418515 .2500
264,716.87 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418516 .2500
247,437.67 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1418540 .2500
228,767.80 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418557 .2500
240,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418575 .2500
328,500.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1418629 .2500
288,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418630 .2500
210,070.24 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418631 .2500
229,400.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418634 .2500
223,760.68 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1418635 .2500
225,389.39 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1
1418637 .2500
358,200.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1418638 .2500
266,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1418639 .2500
413,100.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1418640 .2500
233,700.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418644 .2500
371,802.04 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418645 .2500
149,094.63 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418674 .5000
272,058.88 .0800
9.2500 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1418718 .2500
245,100.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1
1418765 .2500
265,094.61 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418766 .2500
274,500.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418767 .2500
271,862.64 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418768 .2500
247,375.01 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418769 .2500
215,796.57 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
1418770 .2500
245,444.26 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418771 .2500
374,820.35 .0300
9.6250 .0000
9.3750 .0000
9.3450 .0000
8.0000 1.3450
1418772 .2500
276,888.04 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1418773 .2500
229,867.66 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418774 .2500
569,129.68 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418775 .2500
384,566.74 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418776 .2500
211,384.47 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1418777 .2500
203,091.86 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418778 .2500
567,681.57 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418779 .2500
259,854.24 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418780 .2500
242,110.63 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1
1418781 .2500
219,876.66 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418783 .2500
243,855.94 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1418784 .2500
270,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1418785 .2500
385,600.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1418787 .2500
350,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418788 .2500
269,600.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418790 .2500
349,776.81 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1418791 .2500
237,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1
1418792 .2500
257,851.56 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418793 .2500
250,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418794 .2500
320,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1418795 .2500
348,304.62 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418796 .2500
328,500.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418797 .2500
398,976.20 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418798 .2500
227,878.66 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418800 .2500
264,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1
1418801 .2500
504,716.89 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418802 .2500
290,287.16 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418803 .2500
400,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418804 .2500
255,045.40 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1418805 .2500
270,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418806 .2500
387,027.20 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418807 .2500
275,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1418808 .2500
336,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1
1418809 .2500
213,886.11 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418810 .2500
229,371.33 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418811 .2500
202,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1418812 .2500
194,896.22 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418813 .2500
232,522.92 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1418814 .2500
291,836.29 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418815 .2500
243,278.12 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418816 .2500
264,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1418817 .2500
699,553.63 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1418818 .2500
385,200.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1418819 .2500
690,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1418820 .2500
319,880.15 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418821 .2500
218,136.85 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1418822 .2500
224,877.10 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1418824 .2500
420,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418826 .2500
209,885.29 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1
1418838 .2500
499,740.79 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1418845 .2500
320,400.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418847 .1250
273,442.59 .0800
8.7500 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1418851 .2500
258,726.06 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1418862 .2500
323,827.57 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1418865 .2500
287,621.92 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1418866 .2500
209,882.27 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1418869 .2500
259,603.01 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1
1418871 .2500
305,681.50 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1418873 .2500
279,716.10 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1418875 .2500
235,534.62 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1418876 .2500
239,868.91 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1418877 .2500
335,368.45 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1418881 .2500
217,471.53 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1418885 .1250
252,000.00 .0800
8.9000 .0000
8.7750 .0000
8.6950 .0000
8.0000 .6950
1418899 .2500
245,500.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1418900 .2500
107,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1418935 .2500
180,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1418943 .2500
322,200.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1418987 .2500
262,438.52 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1418991 .2500
222,276.68 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1418994 .2500
237,978.82 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1419170 .2500
103,489.32 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1419178 .2500
309,001.46 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1
1419183 .2500
348,340.72 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.0000 1.4200
1419184 .2500
227,633.24 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419185 .2500
230,240.68 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1419187 .2500
349,422.15 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419188 .2500
230,952.99 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419189 .2500
219,764.97 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419190 .2500
368,605.76 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419192 .2500
215,786.66 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1
1419193 .2500
309,642.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419194 .2500
208,788.08 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1419195 .2500
229,248.34 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419196 .2500
316,614.56 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1419197 .2500
244,331.78 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419198 .2500
244,994.74 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419199 .2500
219,739.29 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1419200 .2500
234,871.64 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1
1419201 .2500
479,709.22 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1419202 .2500
275,841.21 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419203 .2500
327,061.72 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419204 .2500
314,598.07 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419205 .2500
274,829.07 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419206 .2500
256,367.03 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419207 .2500
219,879.83 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419208 .2500
250,962.84 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1
1419209 .2500
253,768.38 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419210 .2500
313,782.93 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419211 .2500
264,835.29 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419212 .2500
238,862.03 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419213 .2500
368,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419214 .2500
464,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1419215 .2500
383,085.11 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419216 .2500
264,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1419218 .2500
250,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419219 .2500
649,616.24 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1419220 .2500
278,401.77 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419238 .2500
280,992.95 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1419239 .2500
305,032.59 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1419240 .2500
79,952.77 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1419241 .2500
374,684.25 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1419242 .2500
369,770.02 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1
1419243 .2500
254,845.52 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1419244 .2500
77,308.83 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1419245 .2500
232,069.82 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1419246 .2500
353,311.88 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1419247 .2500
306,800.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1419248 .2500
283,500.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1419249 .2500
224,200.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1419250 .2500
280,850.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1
1419251 .2500
157,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1419253 .2500
245,600.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1419254 .2500
559,900.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1419255 .2500
323,100.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1419256 .2500
268,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1419257 .2500
436,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1419261 .2500
261,600.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419265 .2500
87,459.17 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.0000 1.4200
1
1419281 .2500
87,500.00 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1419283 .2500
350,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419287 .2500
216,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1419289 .2500
227,868.82 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419296 .2500
169,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419304 .2500
281,250.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419310 .2500
263,600.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1419316 .2500
142,500.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1
1419349 .2500
233,700.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1419384 .2500
276,832.18 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1419390 .2500
233,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1419408 .2500
222,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1419409 .1250
252,000.00 .0800
8.8750 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419411 .2500
298,982.18 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419682 .2500
318,931.41 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419683 .2500
270,129.18 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1419684 .2500
267,407.82 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419685 .2500
272,093.57 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419690 .2500
279,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1419692 .2500
256,485.08 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419704 .2500
498,649.23 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419712 .2500
278,338.52 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.0000 1.4200
1419713 .2500
247,670.19 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419714 .2500
232,625.20 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1
1419718 .2500
239,334.65 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419721 .2500
648,053.45 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1419726 .2500
376,166.97 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419727 .2500
342,412.73 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419730 .2500
246,213.02 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1419732 .2500
218,405.36 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419734 .2500
228,427.30 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419735 .2500
341,794.16 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1
1419737 .2500
219,919.61 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419740 .2500
420,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .0000
8.0000 .9700
1419744 .2500
217,111.86 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419746 .2500
230,270.84 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419752 .2500
290,500.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419753 .2500
209,447.24 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419758 .2500
246,980.80 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419759 .2500
276,032.62 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1
1419763 .2500
386,398.19 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1419766 .2500
247,849.77 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1419796 .2500
295,691.91 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419805 .2500
283,345.15 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419807 .2500
311,497.76 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419808 .2500
218,516.11 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419813 .2500
650,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1419815 .1250
221,000.00 .0800
8.0500 .0000
7.9250 .0000
7.8450 .0000
7.8450 .0000
1
1419816 .2500
439,759.66 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419817 .2500
390,720.55 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1419818 .1250
303,700.00 .0800
8.1500 .0000
8.0250 .0000
7.9450 .0000
7.9450 .0000
1419820 .2500
245,084.80 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419821 .1250
242,400.00 .0800
8.2000 .0000
8.0750 .0000
7.9950 .0000
7.9950 .0000
1419822 .1250
222,300.00 .0800
8.2000 .0000
8.0750 .0000
7.9950 .0000
7.9950 .0000
1419823 .1250
324,000.00 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419824 .1250
435,000.00 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1
1419825 .1250
262,400.00 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419827 .1250
356,000.00 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419828 .1250
360,000.00 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419829 .1250
296,100.00 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419830 .1250
333,000.00 .0800
8.4500 .0000
8.3250 .0000
8.2450 .0000
8.0000 .2450
1419831 .1250
239,400.00 .0800
8.4500 .0000
8.3250 .0000
8.2450 .0000
8.0000 .2450
1419832 .1250
328,000.00 .0800
8.5000 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1419833 .1250
488,000.00 .0800
8.5500 .0000
8.4250 .0000
8.3450 .0000
8.0000 .3450
1
1419835 .2500
478,703.28 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419836 .2500
249,732.89 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419837 .1250
320,000.00 .0800
8.6000 .0000
8.4750 .0000
8.3950 .0000
8.0000 .3950
1419838 .1250
280,000.00 .0800
8.7500 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419839 .2500
279,223.74 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419841 .2500
211,599.56 .0800
9.7500 .0000
9.5000 .0000
9.4200 .0000
8.0000 1.4200
1419842 .2500
302,073.93 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419843 .2500
311,825.09 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1419844 .2500
243,226.25 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419848 .2500
259,861.64 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419849 .2500
267,607.51 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1419851 .2500
319,649.11 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419855 .2500
1,000,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1419856 .2500
223,651.97 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419857 .2500
266,439.88 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419858 .2500
297,423.43 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1
1419859 .2500
276,615.79 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419860 .2500
390,913.22 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419861 .2500
208,577.52 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1419862 .2500
328,839.88 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419863 .2500
309,830.67 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1419864 .2500
247,380.37 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1419865 .2500
327,158.76 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1419866 .2500
519,408.13 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1
1419867 .2500
242,101.01 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1419868 .2500
259,854.25 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419869 .2500
598,530.56 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1419870 .2500
263,695.13 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1419871 .2500
291,749.86 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1419872 .2500
313,056.69 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1419873 .2500
229,853.34 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1419902 .2500
238,400.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1
1419912 .2500
215,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1419915 .2500
361,047.47 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1419918 .2500
299,500.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
8.0000 .7200
1419925 .2500
313,875.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1419926 .2500
268,400.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419929 .2500
219,950.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1419931 1.0000
330,500.00 .0800
9.6250 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1419935 .2500
465,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
1
1419939 .2500
255,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1419974 .2500
303,300.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1420018 .2500
157,500.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 .0000
8.0000 1.2200
1420064 .2500
221,400.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420104 .2500
369,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420110 .2500
287,200.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420111 .2500
320,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1420181 .2500
212,300.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1
1420212 .2500
399,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1420273 .2500
649,146.74 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1420308 .2500
219,876.66 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420309 .2500
215,650.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420310 .2500
490,000.00 .0800
8.9700 .0000
8.7200 .0000
8.6400 .0000
8.0000 .6400
1420311 .2500
476,000.00 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
8.0000 .3200
1420312 .2500
420,000.00 .0800
8.6200 .0000
8.3700 .0000
8.2900 .0000
8.0000 .2900
1420313 .2500
412,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1
1420314 .2500
243,200.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420315 .2500
209,877.28 .0800
8.6750 .0000
8.4250 .0000
8.3450 .0000
8.0000 .3450
1420316 .2500
283,827.95 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420318 .2500
149,915.90 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420319 .2500
203,150.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420320 .2500
529,688.70 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
8.0000 .3200
1420321 .2500
499,712.32 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420322 .2500
500,000.00 .0800
8.2000 .0000
7.9500 .0000
7.8700 .0000
7.8700 .0000
1
1420323 .2500
435,000.00 .0800
8.2000 .0000
7.9500 .0000
7.8700 .0000
7.8700 .0000
1420324 .2500
308,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1420325 .2500
327,200.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420326 .2500
279,841.64 .0800
8.8330 .0000
8.5830 .0000
8.5030 .0000
8.0000 .5030
1420327 .2500
203,036.10 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420328 .2500
254,849.44 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420329 .2500
325,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420330 .2500
300,000.00 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
8.0000 .3200
1
1420332 .2500
310,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420333 .2500
306,400.00 .0800
8.1100 .0000
7.8600 .0000
7.7800 .0000
7.7800 .0000
1420334 .2500
255,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420335 .2500
400,000.00 .0800
8.8500 .0000
8.6000 .0000
8.5200 .0000
8.0000 .5200
1420337 .2500
500,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1420340 .2500
295,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420341 .2500
301,330.97 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420343 .2500
249,877.03 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1
1420344 .2500
219,876.66 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420345 .2500
210,872.17 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420346 .2500
264,843.54 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420348 .2500
354,540.56 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420350 .2500
215,635.18 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1420351 .2500
225,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420352 .2500
240,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420353 .2500
319,825.21 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1
1420354 .2500
215,532.21 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420355 .2500
107,881.56 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420356 .2500
249,069.39 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420357 .2500
218,520.91 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420358 .2500
284,836.03 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420361 .2500
274,837.64 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420363 .2500
235,384.17 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1420364 .2500
767,601.85 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1
1420365 .2500
332,313.59 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420366 .2500
220,800.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420367 .2500
343,807.15 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420368 .2500
413,700.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420369 .2500
304,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420370 .2500
352,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420371 .2500
238,500.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420372 .2500
276,750.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1
1420373 .2500
84,800.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420375 .2500
314,840.92 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1420377 .2500
247,748.54 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1420378 .2500
269,867.19 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1420379 .2500
321,841.61 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
8.0000 1.1700
1420380 .2500
226,300.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420381 .2500
559,686.06 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420382 .2500
242,863.77 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1420383 .2500
349,813.74 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1420384 .2500
491,459.66 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420385 .2500
223,534.05 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420387 .2500
500,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420388 .2500
215,890.92 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1420389 .2500
231,879.72 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420390 .2500
325,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420391 .2500
449,493.56 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1420392 .2500
300,000.00 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.0000 1.2950
1420394 .2500
999,481.57 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420396 .2500
249,856.16 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420398 .2500
293,450.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420399 .2500
353,250.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420401 .2500
229,364.50 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420402 .2500
320,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420403 .2500
382,135.65 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1420405 .2500
427,753.75 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420406 .2500
332,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420407 .2500
411,200.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420408 .2500
1,000,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1420409 .2500
1,000,000.00 .0800
8.8850 .0000
8.6350 .0000
8.5550 .0000
8.0000 .5550
1420410 .2500
164,906.33 .0800
8.8150 .0000
8.5650 .0000
8.4850 .0000
8.0000 .4850
1420411 .2500
425,000.00 .0800
8.0950 .0000
7.8450 .0000
7.7650 .0000
7.7650 .0000
1420412 .2500
450,000.00 .0800
8.4550 .0000
8.2050 .0000
8.1250 .0000
8.0000 .1250
1
1420414 .2500
279,842.47 .0800
8.8580 .0000
8.6080 .0000
8.5280 .0000
8.0000 .5280
1420415 .2500
474,121.35 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
8.0000 .3200
1420416 .2500
499,721.14 .0800
8.9000 .0000
8.6500 .0000
8.5700 .0000
8.0000 .5700
1420418 .2500
395,760.10 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420419 .2500
616,312.74 .0800
8.3250 .0000
8.0750 .0000
7.9950 .0000
7.9950 .0000
1420421 .2500
146,400.00 .0800
8.2850 .0000
8.0350 .0000
7.9550 .0000
7.9550 .0000
1420422 .2500
257,600.00 .0800
8.6300 .0000
8.3800 .0000
8.3000 .0000
8.0000 .3000
1420423 .2500
199,884.92 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1
1420424 .2500
192,392.08 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420425 .2500
428,000.00 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
8.0000 .3200
1420427 .2500
270,000.00 .0800
8.6750 .0000
8.4250 .0000
8.3450 .0000
8.0000 .3450
1420428 .2500
539,687.38 .0800
8.7200 .0000
8.4700 .0000
8.3900 .0000
8.0000 .3900
1420429 .2500
271,840.89 .0800
8.6700 .0000
8.4200 .0000
8.3400 .0000
8.0000 .3400
1420430 .2500
253,600.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420432 .2500
247,872.77 .0800
9.3000 .0000
9.0500 .0000
8.9700 .0000
8.0000 .9700
1420433 .2500
399,787.13 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1
1420434 .2500
292,835.74 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420435 .2500
459,735.34 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420438 .2500
375,782.32 .0800
8.7200 .0000
8.4700 .0000
8.3900 .0000
8.0000 .3900
1420439 .2500
175,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420440 .2500
257,647.79 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420441 .2500
234,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420443 .2500
369,775.85 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420444 .2500
699,604.12 .0800
8.8330 .0000
8.5830 .0000
8.5030 .0000
8.0000 .5030
1
1420445 .2500
315,807.89 .0800
8.4830 .0000
8.2330 .0000
8.1530 .0000
8.0000 .1530
1420448 .2500
450,266.10 .0800
8.3950 .0000
8.1450 .0000
8.0650 .0000
8.0000 .0650
1420449 .2500
271,847.51 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420450 .2500
328,000.00 .0800
8.3000 .0000
8.0500 .0000
7.9700 .0000
7.9700 .0000
1420451 .2500
250,000.00 .0800
8.7700 .0000
8.5200 .0000
8.4400 .0000
8.0000 .4400
1420452 .2500
260,649.95 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420453 .2500
349,798.63 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420454 .2500
247,860.97 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1420455 .2500
259,854.24 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420456 .2500
208,891.64 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420458 .2500
357,328.73 .0800
9.6250 .0000
9.3750 .0000
9.2950 .0000
8.0000 1.2950
1420459 .2500
225,017.07 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420460 .2500
236,360.36 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420461 .2500
467,744.36 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420462 .2500
214,885.59 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1420464 .2500
399,707.17 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1
1420465 .2500
231,080.14 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420468 .2500
379,781.37 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420469 .2500
210,000.00 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1420470 .2500
274,845.82 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420472 .2500
359,808.42 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1420474 .2500
251,858.72 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420475 .2500
385,389.37 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420476 .2500
483,735.62 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1
1420477 .2500
364,290.28 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420478 .2500
219,879.83 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420479 .2500
339,104.78 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420482 .2500
243,866.72 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420483 .2500
281,042.35 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420484 .2500
506,250.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420485 .2500
499,747.50 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1420486 .2500
285,435.68 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1
1420487 .2500
259,861.63 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1420488 .2500
339,809.38 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420489 .2500
649,626.03 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420490 .2500
544,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420491 .2500
223,877.64 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420494 .2500
240,200.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420495 .2500
427,690.74 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420496 .2500
352,291.88 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1
1420497 .2500
236,120.95 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420498 .2500
468,487.21 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420499 .2500
512,704.85 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420500 .2500
316,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420501 .2500
284,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420503 .2500
226,400.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420504 .2500
247,503.78 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420506 .2500
551,600.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1
1420507 .2500
242,860.19 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420509 .2500
499,733.91 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
8.0000 .7950
1420510 .2500
244,855.35 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420511 .2500
228,465.03 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420512 .2500
252,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420513 .2500
148,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420514 .2500
346,320.37 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420515 .2500
538,697.82 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1420516 .2500
387,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
8.0000 .9200
1420517 .2500
125,600.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420552 .1250
501,000.00 .0800
8.8000 .0000
8.6750 .0000
8.5950 .0000
8.0000 .5950
1420554 .1250
415,000.00 .0800
8.6500 .0000
8.5250 .0000
8.4450 .0000
8.0000 .4450
1420556 .1250
228,000.00 .0800
8.3000 .0000
8.1750 .0000
8.0950 .0000
8.0000 .0950
1420572 .2500
250,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420573 .2500
134,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420584 .2500
82,597.30 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1
1420585 .2500
166,850.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420589 .1250
223,000.00 .0800
8.5500 .0000
8.4250 .0000
8.3450 .0000
8.0000 .3450
1420591 .1250
255,000.00 .0800
8.0000 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1420592 .1250
344,800.00 .0800
8.2000 .0000
8.0750 .0000
7.9950 .0000
7.9950 .0000
1420593 .1250
209,000.00 .0800
8.2000 .0000
8.0750 .0000
7.9950 .0000
7.9950 .0000
1420594 .1250
367,700.00 .0800
8.2000 .0000
8.0750 .0000
7.9950 .0000
7.9950 .0000
1420595 .1250
340,000.00 .0800
8.6500 .0000
8.5250 .0000
8.4450 .0000
8.0000 .4450
1420596 .1250
240,700.00 .0800
8.7000 .0000
8.5750 .0000
8.4950 .0000
8.0000 .4950
1
1420597 .1250
255,000.00 .0800
8.7000 .0000
8.5750 .0000
8.4950 .0000
8.0000 .4950
1420619 .2500
196,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1420641 .2500
400,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1420655 .2500
222,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1420656 .2500
310,500.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1420709 .2500
292,500.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420733 .2500
219,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420776 .2500
275,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
8.0000 .0950
1
1420777 .2500
297,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1420778 .2500
265,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
8.0000 .3450
1420824 .2500
350,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420842 .2500
248,867.49 .0300
9.1250 .0000
8.8750 .0000
8.8450 .0000
8.0000 .8450
1420863 .1250
296,000.00 .0800
8.8750 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1420870 .2500
428,800.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420880 .2500
34,964.50 .0300
9.3750 .0000
9.1250 .0000
9.0950 .0000
8.0000 1.0950
1420881 .2500
328,500.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1
1420882 .2500
241,775.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1420883 .2500
310,500.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1420884 .2500
216,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420885 .2500
260,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420886 .2500
264,900.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420887 .2500
230,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420889 .2500
420,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420915 .2500
315,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
8.0000 .2200
1
1420917 .2500
279,200.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
8.0000 .1700
1420918 .2500
232,066.41 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420920 .2500
360,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1420921 .2500
650,000.00 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
8.0000 1.0450
1420922 .2500
299,802.75 .0800
8.1000 .0000
7.8500 .0000
7.7700 .0000
7.7700 .0000
1420923 .2500
270,200.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420924 .2500
638,023.09 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
8.0000 .2950
1420925 .2500
229,900.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1
1420939 .2500
283,840.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
8.0000 .4200
1420942 .2500
233,200.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420968 .2500
225,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1420981 .2500
236,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
8.0000 .0450
1420990 .2500
300,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1421141 .2500
272,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
8.0000 .4700
1421149 .2500
439,753.33 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
8.0000 .5450
1421153 .2500
374,380.89 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
8.0000 .6700
1
1421291 .2500
262,500.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
8.0000 .5950
TOTAL NUMBER OF LOANS: 655
TOTAL BALANCE........: 199,986,492.99
RUN ON : 06/19/95 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.54.48 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1995-S9 FIXED SUMMARY REPORT CUTOFF : 06/01/95
POOL : 0004172
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
ORIG RATE 8.8526 8.0000 10.2500
RFC NET RATE 8.6087 7.7500 9.7500
NET MTG RATE(INVSTR RATE) 8.5466 7.6700 9.7200
POST STRIP RATE 7.9905 7.6700 8.0000
SUB SERV FEE .2439 .1250 1.1250
MSTR SERV FEE .0620 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .5562 .0000 1.7200
TOTAL NUMBER OF LOANS: 655
TOTAL BALANCE........: 199,986,492.99
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended,
supplemented or otherwise modified from time to time,
this "Contract") is made this _________ day of _______,
19____, by and between Residential Funding Corporation,
its successors and assigns ("Residential Funding") and
_____________________ (the "Seller/Servicer," and,
together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans
to, and/or service Loans for, Residential Funding, and
Residential Funding desires to purchase Loans from the
Seller/Servicer and/or have the Seller/Servicer service
various of its Loans, pursuant to the terms of this
Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as
amended, supplemented or otherwise modified, from time
to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises,
and the terms, conditions and agreements set forth
below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has
received and read the Guides. All provisions of the
Guides are incorporated by reference into and made a
part of this Contract, and shall be binding upon the
parties; provided, however, that the Seller/Servicer
shall be entitled to sell Loans to and/or service Loans
for Residential Funding only if and for so long as it
shall have been authorized to do so by Residential
Funding in writing. Specific reference in this
Contract to particular provisions of the Guides and not
to other provisions does not mean that those provisions
of the Guides not specifically cited in this Contract
are not applicable. All terms used herein shall have
the same meanings as such terms have in the Guides,
unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified
orally, and no provision of this Contract may be waived
or amended except in writing signed by the party
against whom enforcement is sought. Such a written
waiver or amendment must expressly reference this
Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from
time to time. Any such amendment(s) to the Guides
shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding
each represents and warrants to the other that as of
the date of this Contract:
(1) Each party is duly organized, validly
existing, and in good standing under the
laws of its jurisdiction of
organization, is qualified, if
necessary, to do business and in good
standing in each jurisdiction in which
it is required to be so qualified, and
has the requisite power and authority to
enter into this Contract and all other
agreements which are contemplated by
this Contract and to carry out its
obligations hereunder and under the
Guides and under such other agreements.
(2) This Contract has been duly authorized,
executed and delivered by each party and
constitutes a valid and legally binding
agreement of each party enforceable in
accordance with its terms.
(3) There is no action, proceeding or
investigation pending or threatened, and
no basis therefor is known to either
party, that could affect the validity or
prospective validity of this Contract.
(4) Insofar as its capacity to carry out any
obligation under this Contract is
concerned, neither party is in violation
of any charter, articles of
incorporation, bylaws, mortgage,
indenture, indebtedness, agreement,
instrument, judgment, decree, order,
statute, rule or regulation and none of
the foregoing adversely affects its
capacity to fulfill any of its
obligations under this Contract. Its
execution of, and performance pursuant
to, this Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties
and Covenants.
In addition to the representations,
warranties and covenants made by the
Seller/Servicer pursuant to subparagraph (a)
of this paragraph 3, the Seller/Servicer
makes the representations, warranties and
covenants set forth in the Guides and, upon
request, agrees to deliver to Residential
Funding the certified Resolution of Board of
Directors which authorizes the execution and
delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of
Servicer Default shall occur, Residential Funding may,
at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent
Contractor.
At no time shall the Seller/Servicer represent
that it is acting as an agent of Residential Funding.
The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any
and all prior Seller Contracts or Servicer Contracts
between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection
with any loan-security exchange transaction shall not
be affected.
7. Assignment.
This Contract may not be assigned or transferred,
in whole or in part, by the Seller/Servicer without the
prior written consent of Residential Funding.
Residential Funding may sell, assign, convey,
hypothecate, pledge or in any other way transfer, in
whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any
Commitment or Loan.
8. Notices.
All notices, requests, demands or other
communications that are to be given under this Contract
shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight
courier or by United States mail, postage prepaid, to
the addresses and telefacsimile numbers specified
below. However, another name, address and/or
telefacsimile number may be substituted by the
Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an
amendment to the Guides.
If to Residential Funding, notices must be sent to the
appropriate address or telefacsimile number specified
in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the
jurisdiction of any state or federal court located in
Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this
Contract or otherwise arising from any loan sale or
servicing relationship existing in connection with this
Contract, and each of the parties irrevocably agrees
that all claims in respect of any such action or
proceeding may be heard or determined in such state or
federal court. Each of the parties irrevocably waives
the defense of an inconvenient forum to the maintenance
of any such action or proceeding and any other
substantive or procedural rights or remedies it may
have with respect to the maintenance of any such action
or proceeding in any such forum. Each of the parties
agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in
any other jurisdiction by suit on the judgment or in
any other manner provided by law. Each of the parties
further agrees not to institute any legal actions or
proceedings against the other party or any director,
officer, employee, attorney, agent or property of the
other party, arising out of or relating to this
Contract in any court other than as hereinabove
specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents
incorporated by reference herein, constitutes the
entire understanding between the parties hereto and
supersedes all other agreements, covenants,
representations, warranties, understandings and
communications between the parties, whether written or
oral, with respect to the transactions contemplated by
this Contract. All paragraph headings contained herein
are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract
that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions
hereof are severable. This Contract shall be governed
by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the duly authorized officers
of the Seller/Servicer and Residential Funding have
executed this Seller/Servicer Contract as of the date
first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of
Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of
Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described
below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage
Loan Prepaid in Full
Mortgage Loan
Repurchased
"We hereby certify that all amounts received or to be
received in connection with such payments which are
required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing
Agreement."
Residential Funding Corporation
Authorized Signature
*******************************************************
***********************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request,
and check off documents being enclosed with a copy of
this form. You should retain this form for your files
in accordance with the terms of the Pooling and
Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance
Policy
[ ] Mortgage or Deed of
Trust
[ ] Assignment(s) of
Mortgage or Deed of Trust
[ ] Title Insurance
Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn,
deposes and says:
1. That he is [Title of Officer] of [Name of
Owner] (record or beneficial owner of the Mortgage
Pass-Through Certificates, Series 1995-S9, 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-S9
Re: Mortgage Pass-Through Certificates,
Series 1995-S9, 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-S9, 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 June 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-S9
RE: Mortgage Pass-Through Certificates,
Series 1995-S9, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser")
intends to purchase from ___________________________
(the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through
Certificates, Series 1995-S9, Class __ (the
"Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 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, will not be
made unless such plan or person delivers an
opinion of its counsel, addressed and
satisfactory to the Trustee, the Company and
the Master Servicer, to the effect that the
purchase and holding of a Certificate by, on
behalf of, or with "plan assets" of any such
plan is permissible under applicable law,
will not constitute or result in any non-
exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code, and
will not subject the Company, the Master
Servicer or the Trustee to any obligation or
liability (including obligations or
liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in
the Pooling and Servicing Agreement.
7. The Purchaser is not a non-United
States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-
S9
Re: Mortgage Pass-Through Certificates,
Series 1995-S9, 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-S9,
Class (the "Certificates"), issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of June 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 June 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, nor
will it act, nor has it authorized or will it
authorize any person to act, in such manner with
respect to the Rule 144A Securities.
e. The Buyer is a "qualified
institutional buyer" as that term is defined in
Rule 144A under the 1933 Act and has completed
either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made
in reliance on Rule 144A. The Buyer is acquiring
the Rule 144A Securities for its own account or
the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities
may be resold, pledged or transferred only (i) to
a person reasonably believed to be a qualified
institutional buyer that purchases for its own
account or for the account of a qualified
institutional buyer to whom notice is given that
the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to,
and covenants with, the Seller, the Trustee, Master
Servicer and the Company that either (1) the Buyer is
(A) not an employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")), or a plan (within
the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case)
is subject to ERISA or Section 4975 of the Code (both a
"Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as
investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, or (2) the
Buyer understands that registration of transfer of any
Rule 144A Securities to any Plan, or to any Person
acting on behalf of or purchasing any 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-S9
, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series
1995-S9
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 June 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-S9 (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-S9
Re: Mortgage Pass-Through Certificates,
Series 1995-S9 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
June 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
For information on the Planned Principal Balances and
Targeted Principal Balances, see Prospectus Supplement
dated June 22, 1995 to the Prospectus dated April 20,
1995 for Residential Funding Securities I, Inc.,
Mortgage Pass-Through Certificates Series 1995-S9. See
pages S-35 through S-38.
EXHIBIT Q
Schedule of Discount Fractions
1995-S9 SCHEDULE OF DISCOUNT MORTGAGE LOANS
LOAN PRINCIPAL NET MTG DISCOUNT PO
NUMBER BALANCE RATE FRACTION BALANCE
1420619 $196,000.00 7.6700% 4.12500000% $8,085.00
1419178 $309,001.46 7.7200% 3.50000000% $10,815.05
1418987 $262,438.52 7.7200% 3.50000000% $9,185.35
1419247 $306,800.00 7.7200% 3.50000000% $10,738.00
1414998 $264,000.00 7.7200% 3.50000000% $9,240.00
1420411 $425,000.00 7.7650% 2.93750000% $12,484.38
1420922 $299,802.75 7.7700% 2.87500000% $8,619.33
1420333 $306,400.00 7.7800% 2.75000000% $8,426.00
1418865 $287,621.92 7.7950% 2.56250000% $7,370.31
1404638 $325,000.00 7.7950% 2.56250000% $8,328.13
1417272 $215,700.00 7.7950% 2.56250000% $5,527.31
1420591 $255,000.00 7.7950% 2.56250000% $6,534.38
1420319 $203,150.00 7.7950% 2.56250000% $5,205.72
1420585 $166,850.00 7.7950% 2.56250000% $4,275.53
1420572 $250,000.00 7.7950% 2.56250000% $6,406.25
1420325 $327,200.00 7.7950% 2.56250000% $8,384.50
1420329 $325,000.00 7.7950% 2.56250000% $8,328.13
1419815 $221,000.00 7.8450% 1.93750000% $4,281.88
1420273 $649,146.74 7.8450% 1.93750000% $12,577.22
1418382 $208,435.66 7.8450% 1.93750000% $4,038.44
1418345 $277,915.55 7.8450% 1.93750000% $5,384.61
1418308 $285,000.00 7.8450% 1.93750000% $5,521.88
1420322 $500,000.00 7.8700% 1.62500000% $8,125.00
1420323 $435,000.00 7.8700% 1.62500000% $7,068.75
1420337 $500,000.00 7.9200% 1.00000000% $5,000.00
1418491 $279,721.51 7.9200% 1.00000000% $2,797.22
1420584 $82,597.30 7.9200% 1.00000000% $825.97
1420882 $241,775.00 7.9200% 1.00000000% $2,417.75
1420408 $1,000,000.00 7.9200% 1.00000000% $10,000.00
1420883 $310,500.00 7.9200% 1.00000000% $3,105.00
1419873 $229,853.34 7.9200% 1.00000000% $2,298.53
1420111 $320,000.00 7.9200% 1.00000000% $3,200.00
1420990 $300,000.00 7.9200% 1.00000000% $3,000.00
1420324 $308,000.00 7.9200% 1.00000000% $3,080.00
1419818 $303,700.00 7.9450% 0.68750000% $2,087.94
1420421 $146,400.00 7.9550% 0.56250000% $823.50
1417968 $220,217.83 7.9700% 0.37500000% $825.82
1417971 $259,834.21 7.9700% 0.37500000% $974.38
1418501 $219,288.84 7.9700% 0.37500000% $822.33
1417959 $272,000.00 7.9700% 0.37500000% $1,020.00
1420655 $222,000.00 7.9700% 0.37500000% $832.50
1418817 $699,553.63 7.9700% 0.37500000% $2,623.33
1418790 $349,776.81 7.9700% 0.37500000% $1,311.66
1406595 $620,000.00 7.9700% 0.37500000% $2,325.00
1419238 $280,992.95 7.9700% 0.37500000% $1,053.72
1420450 $328,000.00 7.9700% 0.37500000% $1,230.00
1420419 $616,312.74 7.9950% 0.06250000% $385.20
1419821 $242,400.00 7.9950% 0.06250000% $151.50
1419822 $222,300.00 7.9950% 0.06250000% $138.94
1420594 $367,700.00 7.9950% 0.06250000% $229.81
1420593 $209,000.00 7.9950% 0.06250000% $130.63
1420592 $344,800.00 7.9950% 0.06250000% $215.50
16,798,186.76 7.8867% 1.41597036% $237,857.35
