EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S18
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . . 3
Accrued Certificate Interest . . . . . . . . . . . . 3
Adjusted Mortgage Rate . . . . . . . . . . . . . . . 4
Advance. . . . . . . . . . . . . . . . . . . . . . . 4
Affiliate. . . . . . . . . . . . . . . . . . . . . . 4
Agreement. . . . . . . . . . . . . . . . . . . . . . 4
Amount Held for Future Distribution. . . . . . . . . 4
Appraised Value. . . . . . . . . . . . . . . . . . . 4
Assignment . . . . . . . . . . . . . . . . . . . . . 4
Assignment Agreement . . . . . . . . . . . . . . . . 5
Assignment of Proprietary Lease. . . . . . . . . . . 5
Available Distribution Amount. . . . . . . . . . . . 5
Bankruptcy Amount. . . . . . . . . . . . . . . . . . 5
Bankruptcy Code. . . . . . . . . . . . . . . . . . . 6
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . 6
Book-Entry Certificate . . . . . . . . . . . . . . . 6
Business Day . . . . . . . . . . . . . . . . . . . . 6
Buydown Funds. . . . . . . . . . . . . . . . . . . . 7
Buydown Mortgage Loan. . . . . . . . . . . . . . . . 7
Cash Liquidation . . . . . . . . . . . . . . . . . . 7
Certificate. . . . . . . . . . . . . . . . . . . . . 7
Certificate Account. . . . . . . . . . . . . . . . . 7
Certificate Account Deposit Date . . . . . . . . . . 7
Certificateholder or Holder. . . . . . . . . . . . . 7
Certificate Owner. . . . . . . . . . . . . . . . . . 8
Certificate Principal Balance. . . . . . . . . . . . 8
Certificate Register and Certificate Registrar . . . 9
Class. . . . . . . . . . . . . . . . . . . . . . . . 9
Class A Certificate. . . . . . . . . . . . . . . . . 9
Class A-7 Collection Shortfall . . . . . . . . . . . 9
Class A-7 Principal Distribution Amount. . . . . . . 9
Class B Certificate. . . . . . . . . . . . . . . . . 9
Class B Percentage . . . . . . . . . . . . . . . . . 9
Class B-1 Percentage . . . . . . . . . . . . . . . . 9
Class B-1 Prepayment Distribution Trigger. . . . . . 10
Class B-2 Percentage . . . . . . . . . . . . . . . . 10
Class B-2 Prepayment Distribution Trigger. . . . . . 10
Class B-3 Percentage . . . . . . . . . . . . . . . . 10
Class B-3 Prepayment Distribution Trigger. . . . . . 10
Class M Certificate. . . . . . . . . . . . . . . . . 10
Class M Percentage . . . . . . . . . . . . . . . . . 11
Class M-1 Percentage . . . . . . . . . . . . . . . . 11
Class M-2 Percentage . . . . . . . . . . . . . . . . 11
Class M-2 Prepayment Distribution Trigger. . . . . . 11
Class M-3 Percentage . . . . . . . . . . . . . . . . 11
Class M-3 Prepayment Distribution Trigger. . . . . . 11
Class R Certificate. . . . . . . . . . . . . . . . . 11
Closing Date . . . . . . . . . . . . . . . . . . . . 12
Code . . . . . . . . . . . . . . . . . . . . . . . . 12
Compensating Interest. . . . . . . . . . . . . . . . 12
Cooperative. . . . . . . . . . . . . . . . . . . . . 12
Cooperative Apartment. . . . . . . . . . . . . . . . 12
Cooperative Lease. . . . . . . . . . . . . . . . . . 12
Cooperative Loans. . . . . . . . . . . . . . . . . . 12
Cooperative Stock. . . . . . . . . . . . . . . . . . 13
Cooperative Stock Certificate. . . . . . . . . . . . 13
Corporate Trust Office . . . . . . . . . . . . . . . 13
Credit Support Depletion Date. . . . . . . . . . . . 13
Curtailment. . . . . . . . . . . . . . . . . . . . . 13
Custodial Account. . . . . . . . . . . . . . . . . . 13
Custodial Agreement. . . . . . . . . . . . . . . . . 13
Custodian. . . . . . . . . . . . . . . . . . . . . . 13
Cut-off Date . . . . . . . . . . . . . . . . . . . . 13
Cut-off Date Principal Balance . . . . . . . . . . . 13
Debt Service Reduction . . . . . . . . . . . . . . . 13
Deficient Valuation. . . . . . . . . . . . . . . . . 13
Definitive Certificate . . . . . . . . . . . . . . . 14
Deleted Mortgage Loan. . . . . . . . . . . . . . . . 14
Depository . . . . . . . . . . . . . . . . . . . . . 14
Depository Participant . . . . . . . . . . . . . . . 14
Destroyed Mortgage Note. . . . . . . . . . . . . . . 14
Determination Date . . . . . . . . . . . . . . . . . 14
Discount Fraction. . . . . . . . . . . . . . . . . . 14
Discount Mortgage Loan . . . . . . . . . . . . . . . 14
Disqualified Organization. . . . . . . . . . . . . . 14
Distribution Date. . . . . . . . . . . . . . . . . . 15
Due Date . . . . . . . . . . . . . . . . . . . . . . 15
Due Period . . . . . . . . . . . . . . . . . . . . . 15
Eligible Account . . . . . . . . . . . . . . . . . . 15
Eligible Funds . . . . . . . . . . . . . . . . . . . 16
Event of Default . . . . . . . . . . . . . . . . . . 16
Excess Bankruptcy Loss . . . . . . . . . . . . . . . 16
Excess Fraud Loss. . . . . . . . . . . . . . . . . . 16
Excess Special Hazard Loss . . . . . . . . . . . . . 16
Excess Spread. . . . . . . . . . . . . . . . . . . . 16
Excess Subordinate Principal Amount. . . . . . . . . 16
Extraordinary Events . . . . . . . . . . . . . . . . 17
Extraordinary Losses . . . . . . . . . . . . . . . . 17
FDIC . . . . . . . . . . . . . . . . . . . . . . . . 18
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . 18
Final Distribution Date. . . . . . . . . . . . . . . 18
Fitch. . . . . . . . . . . . . . . . . . . . . . . . 18
FNMA . . . . . . . . . . . . . . . . . . . . . . . . 18
Foreclosure Profits. . . . . . . . . . . . . . . . . 18
Fraud Loss Amount. . . . . . . . . . . . . . . . . . 18
Fraud Losses . . . . . . . . . . . . . . . . . . . . 19
Independent. . . . . . . . . . . . . . . . . . . . . 19
Initial Certificate Principal Balance. . . . . . . . 19
Initial Monthly Payment Fund . . . . . . . . . . . . 19
Insurance Proceeds . . . . . . . . . . . . . . . . . 19
Insurer. . . . . . . . . . . . . . . . . . . . . . . 19
Late Collections . . . . . . . . . . . . . . . . . . 19
Liquidation Proceeds . . . . . . . . . . . . . . . . 20
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . 20
Maturity Date. . . . . . . . . . . . . . . . . . . . 20
Monthly Payment. . . . . . . . . . . . . . . . . . . 20
Moody's. . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage . . . . . . . . . . . . . . . . . . . . . . 20
Mortgage File. . . . . . . . . . . . . . . . . . . . 20
Mortgage Loan Schedule . . . . . . . . . . . . . . . 20
Mortgage Loans . . . . . . . . . . . . . . . . . . . 21
Mortgage Note. . . . . . . . . . . . . . . . . . . . 21
Mortgage Rate. . . . . . . . . . . . . . . . . . . . 22
Mortgaged Property . . . . . . . . . . . . . . . . . 22
Mortgagor. . . . . . . . . . . . . . . . . . . . . . 22
Net Mortgage Rate. . . . . . . . . . . . . . . . . . 22
Non-Discount Mortgage Loan . . . . . . . . . . . . . 22
Non-Primary Residence Loans. . . . . . . . . . . . . 22
Non-United States Person . . . . . . . . . . . . . . 22
Nonrecoverable Advance . . . . . . . . . . . . . . . 22
Nonsubserviced Mortgage Loan . . . . . . . . . . . . 22
Officers' Certificate. . . . . . . . . . . . . . . . 22
Opinion of Counsel . . . . . . . . . . . . . . . . . 22
Original Senior Percentage . . . . . . . . . . . . . 23
Outstanding Mortgage Loan. . . . . . . . . . . . . . 23
Owner or Holder. . . . . . . . . . . . . . . . . . . 23
Ownership Interest . . . . . . . . . . . . . . . . . 23
Pass-Through Rate. . . . . . . . . . . . . . . . . . 23
Paying Agent . . . . . . . . . . . . . . . . . . . . 23
Percentage Interest. . . . . . . . . . . . . . . . . 23
Permitted Investments. . . . . . . . . . . . . . . . 24
Permitted Transferee . . . . . . . . . . . . . . . . 25
Person . . . . . . . . . . . . . . . . . . . . . . . 25
Pool Stated Principal Balance. . . . . . . . . . . . 25
Prepayment Assumption. . . . . . . . . . . . . . . . 25
Prepayment Distribution Percentage . . . . . . . . . 25
Prepayment Distribution Trigger. . . . . . . . . . . 27
Prepayment Period. . . . . . . . . . . . . . . . . . 27
Primary Insurance Policy . . . . . . . . . . . . . . 28
Principal Prepayment . . . . . . . . . . . . . . . . 28
Principal Prepayment in Full . . . . . . . . . . . . 28
Program Guide. . . . . . . . . . . . . . . . . . . . 28
Purchase Price . . . . . . . . . . . . . . . . . . . 28
Qualified Substitute Mortgage Loan . . . . . . . . . 28
Rating Agency. . . . . . . . . . . . . . . . . . . . 29
Realized Loss. . . . . . . . . . . . . . . . . . . . 29
Record Date. . . . . . . . . . . . . . . . . . . . . 30
Regular Certificate. . . . . . . . . . . . . . . . . 30
REMIC. . . . . . . . . . . . . . . . . . . . . . . . 30
REMIC Provisions . . . . . . . . . . . . . . . . . . 30
REO Acquisition. . . . . . . . . . . . . . . . . . . 30
REO Disposition. . . . . . . . . . . . . . . . . . . 30
REO Imputed Interest . . . . . . . . . . . . . . . . 30
REO Proceeds . . . . . . . . . . . . . . . . . . . . 30
REO Property . . . . . . . . . . . . . . . . . . . . 30
Request for Release. . . . . . . . . . . . . . . . . 30
Required Insurance Policy. . . . . . . . . . . . . . 31
Residential Funding. . . . . . . . . . . . . . . . . 31
Responsible Officer. . . . . . . . . . . . . . . . . 31
Schedule of Discount Fractions . . . . . . . . . . . 31
Security Agreement . . . . . . . . . . . . . . . . . 31
Seller . . . . . . . . . . . . . . . . . . . . . . . 31
Seller's Agreement . . . . . . . . . . . . . . . . . 31
Senior Accelerated Distribution Percentage . . . . . 31
Senior Percentage. . . . . . . . . . . . . . . . . . 32
Senior Principal Distribution Amount . . . . . . . . 33
Servicing Advances . . . . . . . . . . . . . . . . . 33
Servicing Fee. . . . . . . . . . . . . . . . . . . . 33
Servicing Officer. . . . . . . . . . . . . . . . . . 33
Special Hazard Amount. . . . . . . . . . . . . . . . 33
Special Hazard Loss. . . . . . . . . . . . . . . . . 34
Spread Rate. . . . . . . . . . . . . . . . . . . . . 34
Standard & Poor's. . . . . . . . . . . . . . . . . . 34
Stated Principal Balance . . . . . . . . . . . . . . 34
Subordinate Principal Distribution Amount. . . . . . 35
Subserviced Mortgage Loan. . . . . . . . . . . . . . 35
Subservicer. . . . . . . . . . . . . . . . . . . . . 35
Subservicer Advance. . . . . . . . . . . . . . . . . 36
Subservicing Account . . . . . . . . . . . . . . . . 36
Subservicing Agreement . . . . . . . . . . . . . . . 36
Subservicing Fee . . . . . . . . . . . . . . . . . . 36
Tax Returns. . . . . . . . . . . . . . . . . . . . . 36
Transfer . . . . . . . . . . . . . . . . . . . . . . 36
Transferee . . . . . . . . . . . . . . . . . . . . . 36
Transferor . . . . . . . . . . . . . . . . . . . . . 36
Trust Fund . . . . . . . . . . . . . . . . . . . . . 36
Uninsured Cause. . . . . . . . . . . . . . . . . . . 37
United States Person . . . . . . . . . . . . . . . . 37
Voting Rights. . . . . . . . . . . . . . . . . . . . 37
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . . . . . . 38
Section 2.02. Acceptance by Trustee. . . . . . . . . . . 43
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and
the Company. . . . . . . . . . . . . . . . 45
Section 2.04. Representations and Warranties
of Sellers . . . . . . . . . . . . . . . . 49
Section 2.05. Execution and Authentication of
Certificates . . . . . . . . . . . . . . . 51
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer . . . . 53
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations . . . . . . . . . . . 54
Section 3.03. Successor Subservicers . . . . . . . . . . 55
Section 3.04. Liability of the Master Servicer . . . . . 56
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders.. . . . . . . . . . . . 56
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee . . . . 56
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account. . . . . . . . . . . . . 57
Section 3.08. Subservicing Accounts;
Servicing Accounts . . . . . . . . . . . . 59
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans. . . . . . . . . . . . . . . . . . . 61
Section 3.10. Permitted Withdrawals from the
Custodial Account. . . . . . . . . . . . . 61
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder . . . . . 63
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. . . . . . 64
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments. . . . . . 66
Section 3.14. Realization Upon Defaulted
Mortgage Loans . . . . . . . . . . . . . . 68
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files. . . . . . . . . 71
Section 3.16. Servicing and Other Compensation . . . . . 73
Section 3.17. Reports to the Trustee
and the Company. . . . . . . . . . . . . . 74
Section 3.18. Annual Statement as to Compliance. . . . . 74
Section 3.19. Annual Independent Public
Accountants' Servicing Report. . . . . . . 74
Section 3.20. Rights of the Company in Respect
of the Master Servicer . . . . . . . . . . 75
Section 3.21. Administration of Buydown Funds. . . . . . 76
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . . . . . . 77
Section 4.02. Distributions. . . . . . . . . . . . . . . 77
Section 4.03. Statements to Certificateholders . . . . . 86
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer . . . . . . . . . . 89
Section 4.05. Allocation of Realized Losses. . . . . . . 91
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property. . . . . 92
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans . . . . . . . . . 92
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates . . . . . . . . . . . . . 94
Section 5.02. Registration of Transfer
and Exchange of Certificates . . . . . . . 96
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates . . . . . . . . . .102
Section 5.04. Persons Deemed Owners. . . . . . . . . . .102
Section 5.05. Appointment of Paying Agent. . . . . . . .102
Section 5.06. Optional Purchase of Certificates. . . . .103
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master Servicer. . . . . .105
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer . . . . . . .105
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others.. . . . . . . . . . . . . . . . . .106
Section 6.04. Company and Master
Servicer Not to Resign . . . . . . . . . .107
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . . . . . .108
Section 7.02. Trustee or Company to Act;
Appointment of Successor . . . . . . . . .110
Section 7.03. Notification to Certificateholders . . . .111
Section 7.04. Waiver of Events of Default. . . . . . . .111
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . . . . . .113
Section 8.02. Certain Matters Affecting the
Trustee. . . . . . . . . . . . . . . . . .115
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans . . . . . .116
Section 8.04. Trustee May Own Certificates . . . . . . .117
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification . . . .117
Section 8.06. Eligibility Requirements for
Trustee. . . . . . . . . . . . . . . . . .118
Section 8.07. Resignation and Removal of the
Trustee. . . . . . . . . . . . . . . . . .118
Section 8.08. Successor Trustee. . . . . . . . . . . . .120
Section 8.09. Merger or Consolidation of Trustee . . . .120
Section 8.10. Appointment of Co-Trustee
or Separate Trustee. . . . . . . . . . . .121
Section 8.11. Appointment of Custodians. . . . . . . . .122
Section 8.12. Appointment of Office or Agency. . . . . .122
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans. . . . .123
Section 9.02. Additional Termination Requirements. . . .126
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration . . . . . . . . . . .127
Section 10.02. Master Servicer and Trustee
Indemnification. . . . . . . . . . . . . . . . . . .131
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . . . . . . .132
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . . . . . . .135
Section 11.03. Limitation on Rights
of Certificateholders. . . . . . . . . . .135
Section 11.04. Governing Law. . . . . . . . . . . . . . .136
Section 11.05. Notices. . . . . . . . . . . . . . . . . .136
Section 11.06. Notices to Rating Agency . . . . . . . . .137
Section 11.07. Severability of Provisions . . . . . . . .138
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing
Agreement
Pursuant to Section 11.01(e) for a Limited
Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Schedule of Discount Fractions
This is a Pooling and Servicing Agreement, effective as of
November 1, 1995, among RESIDENTIAL FUNDING MORTGAGE SECURITIES
I,
INC., as the company (together with its permitted successors and
assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF
CHICAGO, as trustee (together with its permitted successors and
assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in multiple classes, which in the aggregate will
evidence the entire beneficial ownership interest in the Mortgage
Loans (as defined herein). As provided herein, the Master
Servicer will make an election to treat the entire segregated
pool
of assets described in the definition of Trust Fund herein, and
subject to this Agreement (including the Mortgage Loans but
excluding the Initial Monthly Payment Fund), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as
the "REMIC." The Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates and the rights in
and to the Excess Spread (as defined herein) will represent
ownership of "regular interests" in the Trust Fund, and the Class
R Certificates will be the sole class of "residual interests" in
the Trust Fund, in each case for purposes of the REMIC Provisions
(as defined herein) under federal income tax law.
The following table sets forth the designation, type, Pass-
Through Rate, aggregate Initial Certificate Principal Balance,
Maturity Date, initial ratings and certain features for each
Class
of Certificates comprising the interests in the Trust Fund
created
hereunder.
Aggregate
Initial
Pass Certificate
Design Through Principal
ation Type Rate Balance Features
Class Senior 7.00% $26,815,000.00 Senior
A-1
Class Senior 7.00 45,874,000.00 Senior
A-2
Class Senior 7.00 14,000,000.00 Senior
A-3
Class Senior 7.00 10,000,000.00 Senior
A-4
Class Senior 7.00 23,801,500.00 Senior
A-5
Class Senior 7.00 13,965,000.00 Senior
A-6
Class Senior 0.00 416,148.36 Principal
A-7 Only\Senior
Class Senior 7.00 100.00 Residual
R
Class Mezzanine 7.00 2,110,000.00 Mezzanine
M-1
Class Mezzanine 7.00 1,054,500.00 Mezzanine
M-2
Class Mezzanine 7.00 773,500.00 Mezzanine
M-3
Class Subordinate 7.00 351,000.00 Subordinate
B-1
Class Subordinate 7.00 281,200.00 Subordinate
B-2
Class Subordinate 7.00 350,917.39 Subordinate
B-3
Maturity Intial Ratings
Designation Date S&P Fitch
Class November 25,2010 AAA AAA
A-1
Class November 25,2010 AAA AAA
A-2
Class November 25,2010 AAA AAA
A-3
Class November 25,2010 AAA AAA
A-4
Class November 25,2010 AAA AAA
A-5
Class November 25,2010 AAA AAA
A-6
Class November 25,2010 AAA AAA
A-7 r
Class November 25,2010 AAA AAA
R
Class November 25,2010 AA N\A
M-1
Class November 25,2010 N\A A
M-2
Class November 25,2010 N\A BBB
M-3
Class November 25,2010 N\N BB
B-1
Class November 25,2010 B N\A
B-2
Class November 25,2010 N\A
B-3
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $140,600,865.75. The Mortgage Loans are fixed
rate mortgage loans having terms to maturity at origination or
modification of not more than 15 years.
In consideration of the mutual agreements herein contained,
the Company, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A Certificate (other than the
Class A-7 Certificates), any Class M Certificate, any Class B
Certificate or any Class R Certificate, one month's interest
accrued at the related Pass-Through Rate on the Certificate
Principal Balance thereof immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. In
each case Accrued Certificate Interest on any Class of
Certificates will be reduced by the amount of (i) Prepayment
Interest Shortfalls (to the extent not offset by the Master
Servicer with a payment of Compensating Interest as provided in
Section 4.01), (ii) the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses (including Excess Special
Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific
Classes of Certificates pursuant to Section 4.05, (iii) the
interest portion of Advances previously made with respect to a
Mortgage Loan or REO Property which remained unreimbursed
following the Cash Liquidation or REO Disposition of such
Mortgage
Loan or REO Property that were made with respect to delinquencies
that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses and (iv) any other interest shortfalls not
covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not
collectible from the Mortgagor pursuant to the Soldiers' and
Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations as in effect from time to time, with
all such reductions allocated among all of the Certificates and
to
the Excess Spread in proportion to their respective amounts of
Accrued Certificate Interest and the amount of Excess Spread
payable on such Distribution Date which would have resulted
absent
such reductions. In addition to that portion of the reductions
described in the second preceding sentence that are allocated to
any Class of Class B Certificates or any Class of Class M
Certificates, Accrued Certificate Interest on such Class of Class
B Certificates or such Class of Class M Certificates will be
reduced by the interest portion (adjusted to the Net Mortgage
Rate) of Realized Losses that are allocated solely to such Class
of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan
and any date of determination, the Mortgage Rate borne by the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such
first
Person. For the purposes of this definition, "control" means the
power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution
Date, the total of the amounts held in the Custodial Account at
the close of business on the preceding Determination Date on
account of (i) Liquidation Proceeds, Insurance Proceeds,
Principal
Prepayments, Mortgage Loan purchases made pursuant to Section
2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant
to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds,
Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer
has deemed to have been received in the preceding month in
accordance with Section 3.07(b)) and (ii) payments which
represent
early receipt of scheduled payments of principal and interest due
on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser
of (i) the appraised value of such Mortgaged Property based upon
the appraisal made at the time of the origination of the related
Mortgage Loan, and (ii) the sales price of the Mortgaged Property
at such time of origination, except in the case of a Mortgaged
Property securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value determined above or the
appraised value determined in an appraisal at the time of
refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of November 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) $100,000 over (B) the aggregate amount of
Bankruptcy Losses allocated solely to one or more specific
Classes
of Certificates in accordance with Section 4.05. As of any date
of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of
(a) the Bankruptcy Amount calculated as of the close of business
on the Business Day immediately preceding the most recent
anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately
preceding such date of determination) (for purposes of this
definition, the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage
Pool as of the Relevant Anniversary having a Loan-to-Value
Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly
Payment for any Non-Primary Residence Loan remaining in the
Mortgage Pool which had an original Loan-to-Value Ratio of
80% or greater that would result if the Net Mortgage Rate
thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans
as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to
maturity, in months, of all Non-Primary Residence Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of
all Non-Primary Residence Loans remaining in the Mortgage
Pool divided by the total number of Outstanding Mortgage
Loans in the Mortgage Pool as of the Relevant Anniversary,
and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such
coverage
is reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned
to
any Class of Certificates by such Rating Agency below the lower
of
the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii)
provide a copy of such written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however,
that neither a Deficient Valuation nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding
the related Mortgage Loan and either (A) the related Mortgage
Loan
is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the
name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday
or (ii) a day on which banking institutions in the State of New
York, the State of Michigan, the State of California or the State
of Illinois (and such other state or states in which the
Custodial
Account or the Certificate Account are at the time located) are
required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged Property, the Company or other source in order to
enable
the Mortgagor to reduce the payments required to be made from the
Mortgagor's funds in the early years of a Mortgage Loan. Buydown
Funds are not part of the Trust Fund prior to deposit into the
Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is paid out of related Buydown Funds
in accordance with a related buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other
than a Mortgage Loan as to which an REO Acquisition occurred, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or
cash recoveries which the Master Servicer reasonably and in good
faith expects to be finally recoverable with respect to such
Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R Certificate.
Certificate Account: The account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The
First National Bank of Chicago, as trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates and the Owner of the
Excess Spread, Series 1995-S18" and which must be an Eligible
Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except
that
neither a Disqualified Organization nor a Non-United States
Person
shall be a holder of a Class R Certificate for purposes hereof
and, solely for the purpose of giving any consent or direction
pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest or
Voting
Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or
direction
has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise
specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the
Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the
Depository.
Certificate Principal Balance: With respect to each Class A
Certificate and Class R Certificate, on any date of
determination,
an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously
distributed
with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance or amount
thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate),
pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate
Principal Balances of the Class B Certificates have been reduced
to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the
highest numerical designation at any given time shall thereafter
be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class B
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate
Principal
Balance of each Class B Certificate of those Class B Certificates
outstanding with the highest numerical designation at any given
time shall be calculated to equal the Percentage Interest
evidenced by such Certificate times the excess, if any, of (A)
the
then aggregate Stated Principal Balance of the Mortgage Loans
over
(B) the then aggregate Certificate Principal Balance of all other
Classes of Certificates then outstanding.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates bearing the
same designation.
Class A Certificate: Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6 or Class A-7
Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit A, each such Certificate evidencing an interest
designated
as a "regular interest" in the Trust Fund for purposes of the
REMIC Provisions.
Class A-7 Collection Shortfall: With respect to the Final
Disposition of a Discount Mortgage Loan and any Distribution
Date,
the excess of the amount described in Section 4.02(b)(i)(C)(1)
over the amount described in Section 4.02(b)(i)(C)(2).
Class A-7 Principal Distribution Amount: As defined in
Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates or Class B-3 Certificates executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C and
evidencing an interest designated as a "regular interest" in the
Trust Fund for purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-1 Certificates,
Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is
greater
than or equal to 0.70%.
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 0.45%.
Class B-3 Percentage: With respect to any Distribution
Date, a fraction expressed as a percentage, the numerator of
which
is the aggregate Certificate Principal Balance of the Class B-3
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all the
Mortgage Loans (or related REO Properties) (other than the
related
Discount Fraction of each Discount Mortgage Loan) immediately
prior to such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-3 Certificates
immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution
Date is greater than or equal to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates,
Class M-2 Certificates or Class M-3 Certificates executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing an interest designated as a "regular interest" in the
Trust Fund for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-2 Certificates,
Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or
equal to 2.00%.
Class M-3 Percentage: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is
the aggregate Certificate Principal Balance of the Class M-3
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the
related
Discount fraction of each Discount Mortgage Loan) immediately
prior to such Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-3 Certificates,
Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date divided
by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.25%.
Class R Certificate: Any one of the Class R Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit D
and evidencing an interest designated as a "residual interest" in
the Trust Fund for purposes of the REMIC Provisions.
Closing Date: November 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.
Cooperative: A private, cooperative housing corporation
organized under the laws of, and headquartered in, the State of
New York which owns or leases land and all or part of a building
or buildings located in the State of New York, including
apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other
things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the
Mortgagor has an exclusive right to occupy pursuant to the terms
of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to
the related Cooperative Stock, which lease or agreement confers
an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the
Cooperative Lease, (iv) financing statements and (v) a stock
power
(or other similar instrument), and ancillary thereto, a
recognition agreement between the Cooperative and the originator
of the Cooperative Loan, each of which was transferred and
assigned to the Trustee pursuant to Section 2.01 and are from
time
to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single outstanding class of stock, partnership interest or other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee
at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at
the date of the execution of this instrument is located at One
First National Plaza, Chicago, Illinois 60670-0126, Attention:
Residential Funding Corporation Series 1995-S18.
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: November 1, 1995.
Cut-off Date Principal Balance: As to any Mortgage Loan,
the unpaid principal balance thereof at the Cut-off Date after
giving effect to all installments of principal due on or prior
thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan,
a reduction in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent jurisdiction in a proceeding under
the Bankruptcy Code, except such a reduction constituting a
Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under the Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the
Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial
Depository
for purposes of registering those Certificates that are to be
Book-Entry Certificates is Cede & Co. The Depository shall at
all
times be a "clearing corporation" as defined in Section 8-102(3)
of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of
Section
17A of the Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for whom from time to time
a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Determination Date: With respect to any Distribution Date,
the 20th day (or if such 20th day is not a Business Day, the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage
Loan, the fraction expressed as a percentage, the numerator of
which is 7.00% minus the Net Mortgage Rate (or the initial Net
Mortgage Rate with respect to any Discount Mortgage Loans as to
which the Mortgage Rate is modified pursuant to 3.07(a)) for such
Mortgage Loan and the denominator of which is 7.00%. The
Discount
Fraction with respect to each Discount Mortgage Loan is set forth
on Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of less than
7.00% per annum and any Mortgage Loan deemed to be a Discount
Mortgage Loan pursuant to the definition of Qualified Substitute
Mortgage Loan.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code,
which includes any of the following: (i) the United States, any
State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation
if
all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain
farmers' cooperatives described in Section 521 of the Code) which
is exempt from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax
imposed
under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R Certificate to
such
Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701
of
the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in
the month immediately following the month of the initial issuance
of the Certificates or, if such 25th day is not a Business Day,
the Business Day immediately following such 25th day.
Due Date: With respect to any Distribution Date, the first
day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the
period commencing on the second day of the month preceding the
month of such Distribution Date and ending on the related Due
Date.
Eligible Account: An account that is any of the following:
(i) maintained with a depository institution the debt obligations
of which have been rated by each Rating Agency in its highest
rating available, or (ii) an account or accounts in a depository
institution in which such accounts are fully insured to the
limits
established by the FDIC, provided that any deposits not so
insured
shall, to the extent acceptable to each Rating Agency, as
evidenced in writing, be maintained such that (as evidenced by an
Opinion of Counsel delivered to the Trustee and each Rating
Agency) the registered Holders of Certificates have a claim with
respect to the funds in such account or a perfected first
security
interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository
institution with which such account is maintained, or (iii) in
the
case of the Custodial Account, either (A) a trust account or
accounts maintained in the corporate trust department of The
First
National Bank of Chicago or (B) an account or accounts maintained
in the corporate asset services department of The First National
Bank of Chicago, as long as its short term debt obligations are
rated P-1 (or the equivalent) or better by each Rating Agency and
its long term debt obligations are rated A2 (or the equivalent)
or
better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in
the
corporate trust division of The First National Bank of Chicago,
or
(v) an account or accounts of a depository institution acceptable
to each Rating Agency (as evidenced in writing by each Rating
Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to
any
Class of Certificates by such Rating Agency below the lower of
the
then-current rating or the rating assigned to such Certificates
as
of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the portion,
if any, of the Available Distribution Amount remaining after
reduction by the sum of (i) the aggregate amount of Accrued
Certificate Interest on the Class A and Class R Certificates and
the Excess Spread, (ii) the Senior Principal Distribution Amount
(determined without regard to Section 4.02(a)(ii)(Y)(D) hereof),
(iii) the Class A-7 Principal Distribution Amount (determined
without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M
and Class B Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof,
which exceeds the then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard
Amount.
Excess Spread: With respect to any Distribution Date, the
aggregate of one month's interest on the Stated Principal Balance
of each Mortgage Loan at the applicable Spread Rate, calculated
on
the basis of a 360-day year consisting of twelve 30-day months.
Excess Spread on any Distribution Date will be reduced by the
interest Shortfalls described in clauses (i) through (iv) of the
definition of Accrued Certificate Interest, to the extent
allocated thereto pursuant to the provisions of such definition.
Excess Subordinate Principal Amount: With respect to any
Distribution Date on which the Certificate Principal Balance of
the most subordinate class or classes of Certificates (as
established in Section 4.05 hereof) then outstanding is to be
reduced to zero and on which Realized Losses are to be allocated
to such class or classes, the excess, if any, of (i) the amount
that would otherwise be distributable in respect of principal on
such class or classes of Certificates on such Distribution Date
over (ii) the excess, if any, of the Certificate Principal
Balance
of such class or classes of Certificates immediately prior to
such
Distribution Date over the aggregate amount of Realized Losses to
be allocated to such classes of Certificates on such Distribution
Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or
resulting in a loss which causes the liquidation of such Mortgage
Loan:
(a) losses that are of the type that would be
covered by the fidelity bond and the errors and omissions
insurance policy required to be maintained pursuant to
Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and whether such loss be direct or indirect,
proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or
war, including action in hindering, combatting or defending
against an actual, impending or expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any authority maintaining or
using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government,
power, authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil
war, usurped power or action taken by governmental authority
in hindering, combatting or defending against such an
occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended,
or any successor thereto.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates will be made
pursuant to Section 9.01 which Final Distribution Date shall in
no
event be later than the end of the 90-day liquidation period
described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
FNMA: Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or
any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of
all amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property (determined, in the
case of an REO Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on such unpaid
principal balance from the Due Date to which interest was last
paid by the Mortgagor to the first day of the month following the
month in which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after
the Cut-off Date, an amount equal to: (Y) prior to the third
anniversary of the Cut-off Date an amount equal to 1.00% of the
aggregate outstanding principal balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the Cut-off
Date up to such date of determination and (Z) from the third to
the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the
Fraud Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the most
recent
anniversary of the Cut-off Date up to such date of determination.
On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such
coverage
is reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned
to
any Class of Certificates by such Rating Agency below the lower
of
the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii)
provide a copy of such written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there
was fraud in the origination of such Mortgage Loan.
Independent: When used with respect to any specified
Person, means such a Person who (i) is in fact independent of the
Company, the Master Servicer and the Trustee, or any Affiliate
thereof, (ii) does not have any direct financial interest or any
material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is
not connected with the Company, the Master Servicer or the
Trustee
as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Initial Certificate Principal Balance: With respect to each
Class of Certificates, the Certificate Principal Balance of such
Class of Certificates as of the Cut-off Date as set forth in the
Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section
2.01(f).
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy or any
other related insurance policy covering a Mortgage Loan, to the
extent such proceeds are payable to the mortgagee under the
Mortgage, any Subservicer, the Master Servicer or the Trustee and
are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing
mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance
Policy or any successor thereto or the named insurer in any
replacement policy.
Late Collections: With respect to any Mortgage Loan, all
amounts received during any Due Period, whether as late payments
of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds
or otherwise, which represent late payments or collections of
Monthly Payments due but delinquent for a previous Due Period and
not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking of an entire Mortgaged Property by exercise of the power
of
eminent domain or condemnation or in connection with the
liquidation of a defaulted Mortgage Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction,
expressed as a percentage, the numerator of which is the current
principal balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, by which the Certificate Principal Balance of each
Class of Certificates representing a regular interest in the
Trust
Fund and the rights to the Excess Spread would be reduced to
zero,
which is November 25, 2010, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage
Loan.
Monthly Payment: With respect to any Mortgage Loan
(including any REO Property) and any Due Date, the payment of
principal and interest due thereon in accordance with the
amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations
occurring prior to such Due Date but before any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or
similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor
in interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan which is not a Cooperative Loan, the mortgage, deed
of trust or other comparable instrument creating a first lien on
an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section
2.01 pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans
attached hereto as Exhibit F (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans),
which list shall set forth at a minimum the following information
as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC
LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR
NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of
principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(x) the Loan-to-Value Ratio at origination
("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE,"
indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively
set forth all of the information requested.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund,
the Mortgage Loans originally so held being identified in the
initial Mortgage Loan Schedule, and Qualified Substitute Mortgage
Loans held or deemed held as part of the Trust Fund including,
without limitation, (i) with respect to each Cooperative Loan,
the
related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative
Lease and Mortgage File and all rights appertaining thereto, and
(ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and
all rights appertaining thereto.
Mortgage Note: The originally executed note or other
evidence of indebtedness evidencing the indebtedness of a
Mortgagor under a Mortgage Loan, together with any modification
thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum
rate of interest equal to the Adjusted Mortgage Rate less the per
annum rate at which the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated
as secured by second or vacation residences, or by non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or
proposed to be made by the Master Servicer in respect of a
Mortgage Loan (other than a Deleted Mortgage Loan) which, in the
good faith judgment of the Master Servicer, will not, or, in the
case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer pursuant to Section 4.02(a)
hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is not subject to a Subservicing
Agreement.
Officers' Certificate: A certificate signed by the Chairman
of the Board, the President or a Vice President or Assistant Vice
President, or a Director or Managing Director, and by the
Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by
this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable
to the Trustee and the Master Servicer, who may be counsel for
the
Company or the Master Servicer, provided that any opinion of
counsel (i) referred to in the definition of "Permitted
Transferee" or (ii) relating to the qualification of the Trust
Fund as a REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a
percentage, the numerator of which is the aggregate Initial
Certificate Principal Balance of the Class A Certificates
(excluding the Certificate Principal Balance of Class A-7
Certificates) and Class R Certificates and the denominator of
which is the aggregate Stated Principal Balance of the Mortgage
Loans (other than the related Discount Fraction of the Discount
Mortgage Loans), which is approximately 96.49% as of the Closing
Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage
Loan (including an REO Property) which was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition
and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Owner or Holder: With respect to the Excess Spread,
Residential Funding, as the owner of all right, title and
interest
in and to the Excess Spread. Solely for the purpose of giving
any
consent or direction pursuant to this Agreement, as long as
Residential Funding or any Affiliate thereof is Master Servicer
and the Excess Spread remains uncertificated, the Voting Rights
evidenced thereby shall not be taken into account in determining
whether the requisite amount of Voting Rights necessary to effect
any such consent or direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in
such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as
owner
or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-7 Certificates), Class M Certificates,
Class B Certificates and Class R Certificates and any
Distribution
Date, the per annum rate set forth in the Preliminary Statement
hereto. The Class A-7 Certificates have no Pass-Through Rate and
are not entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any
successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other
than a Class R Certificate), the undivided percentage ownership
interest in the related Class evidenced by such Certificate,
which
percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate
Initial Certificate Principal Balance of all of the Certificates
of the same Class. With respect to a Class R Certificate, the
interest in distributions to be made with respect to such Class
evidenced thereby, expressed as a percentage, as stated on the
face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to
principal and interest by the United States or any agency or
instrumentality thereof when such obligations are backed by
the full faith and credit of the United States;
(ii) repurchase agreements on obligations
specified
in clause (i) maturing not more than one month from the date
of acquisition thereof, provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit,
demand deposits, time deposits and bankers' acceptances
(which shall each have an original maturity of not more than
90 days and, in the case of bankers' acceptances, shall in
no event have an original maturity of more than 365 days or
a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or
trust company incorporated under the laws of the United
States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided
that the debt obligations of such depository institution or
trust company (or, if the only Rating Agency is Standard &
Poor's, in the case of the principal depository institution
in a depository institution holding company, debt
obligations of the depository institution holding company)
at the date of acquisition thereof have been rated by each
Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is
Standard & Poor's and if the depository or trust company is
a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately
rated, the applicable rating shall be that of the bank
holding company; and, provided further that, if the original
maturity of such short-term obligations of a domestic branch
of a foreign depository institution or trust company shall
exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard &
Poor's is the Rating Agency;
(iv) commercial paper (having original maturities
of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof
which on the date of acquisition has been rated by each
Rating Agency in its highest short-term rating available;
provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified
investment fund rated by each Rating Agency in its highest
long-term rating available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted Investment
hereunder and will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower
of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency,
as evidenced in writing;
provided, however, that no instrument shall be a Permitted
Investment if it represents, either (1) the right to receive only
interest payments with respect to the underlying debt instrument
or (2) the right to receive both principal and interest payments
derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument
provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations. References
herein
to the highest rating available on unsecured long-term debt shall
mean AAA in the case of Standard & Poor's and Fitch and Aaa in
the
case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt
obligations shall mean A-1 in the case of Standard & Poor's, P-1
in the case of Moody's and either A-1 by Standard & Poor's, P-1
by
Moody's or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding Mortgage Loan on the
Due Date in the month preceding the month of such date of
determination.
Prepayment Assumption: A prepayment assumption of 250% of
the standard prepayment assumption, used for determining the
accrual of original issue discount and market discount and
premium
on the Certificates for federal income tax purposes. The
standard
prepayment assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then outstanding
principal
balance of such mortgage loans in the first month of the life of
the mortgage loans, increasing by an additional 0.2% per annum in
each succeeding month until the thirtieth month, and a constant
6%
per annum rate of prepayment thereafter for the life of the
mortgage loans.
Prepayment Distribution Percentage: With respect to any
Distribution Date and each Class of Class M Certificates and
Class
B Certificates, under the applicable circumstances set forth
below, the respective percentages set forth below:
(i) For any Distribution Date on which the Class M-1
Certificates are outstanding and prior to the later
to occur of (x) the Distribution Date in
December 2002 and (y) the Distribution Date on which
the sum of the Class M-2 Percentage, Class M-3
Percentage and Class B Percentage (before taking
into account such month's distribution) equals or
exceeds 4.01%:
(a) in the case of the Class M-1 Certificates,
100%; and
(b) in the case of each other Class of Class M
Certificates and each Class of Class B
Certificates, 0%.
(ii) For any Distribution Date on which any
Class of Class M or Class B Certificates are outstanding not
discussed in clause (i) above:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the
lowest numerical designation and each other Class of
Class M Certificates and Class B Certificates for
which the related Prepayment Distribution Trigger
has been satisfied, a fraction, expressed as a
percentage, the numerator of which is the
Certificate Principal Balance of such Class
immediately prior to such date and the denominator
of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the
Class of Class M Certificates then outstanding with
the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding,
the Class of Class B Certificates then outstanding
with the lowest numerical designation and (2) all
other Classes of Class M Certificates and Class B
Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the
application of the foregoing percentages on any Distribution
Date as provided in Section 4.02 (determined without regard
to the proviso to the definition of "Subordinate Principal
Distribution Amount") would result in a distribution in
respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater
than the remaining Certificate Principal Balance thereof
(any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class
shall be reduced to a level that, when applied as described
above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of Class M
Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance
with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had
been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to
their respective Recalculated Percentages (the portion of
such aggregate reduction so allocated to any Non-Maturing
Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the
sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each
Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger,
Class B-1 Prepayment Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Prepayment Interest Shortfall: As to any Distribution Date
and any Mortgage Loan (other than a Mortgage Loan relating to an
REO Property) that was the subject of (a) a Principal Prepayment
in Full during the related Prepayment Period, an amount equal to
the excess of one month's interest at the Net Mortgage Rate on
the
Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate) paid by the
Mortgagor
for such Prepayment Period to the date of such Principal
Prepayment in Full or (b) a Curtailment during the prior calendar
month, an amount equal to one month's interest at the Net
Mortgage
Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to
in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the
form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase
and conduit servicing program and all supplements and amendments
thereto published by Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be purchased on any date pursuant to
Section
2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100%
of the Stated Principal Balance thereof plus the principal
portion
of any related unreimbursed Advances and (ii) unpaid accrued
interest at the Adjusted Mortgage Rate (or at the Net Mortgage
Rate in the case of a purchase made by the Master Servicer) on
the
Stated Principal Balance thereof to the first day of the month
following the month of purchase from the Due Date to which
interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and not more than 1% per annum higher than the Mortgage Rate and
Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as
of the date of substitution; (iii) have a Loan-to-Value Ratio at
the time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution; (iv) have a remaining
term to stated maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan; (v) comply
with
each representation and warranty set forth in Sections 2.03 and
2.04 hereof and Section 4 of the Assignment Agreement; and (vi)
have a Spread Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x)
with respect to any Qualified Substitute Mortgage Loan
substituted
for a Deleted Mortgage Loan which was a Discount Mortgage Loan,
such Qualified Substitute Mortgage Loan shall be deemed to be a
Discount Mortgage Loan and to have a Discount Fraction equal to
the Discount Fraction of the Deleted Mortgage Loan and (y) in the
event that the "Spread Rate" of any Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Spread Rate" is
greater than the Spread Rate of the related Deleted Mortgage Loan
(i) the Spread Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Spread Rate of the related Deleted Mortgage
Loan for purposes of calculating the Excess Spread and (ii) the
excess of the Spread Rate on such Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Spread Rate"
over the Spread Rate on the related Deleted Mortgage Loan shall
be
payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Fitch and Standard & Poor's with respect to
the Class A Certificates and Class R Certificates, Standard &
Poor's with respect to the Class M-1 Certificates and Class B-2
Certificates and Fitch with respect to the Class M-2, Class M-3
and Class B-1 Certificates. If either agency or a successor is
no
longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by
the Company, notice of which designation shall be given to the
Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has
occurred, an amount (not less than zero) equal to (i) the Stated
Principal Balance of the Mortgage Loan (or REO Property) as of
the
date of Cash Liquidation or REO Disposition, plus (ii) interest
(and REO Imputed Interest, if any) at the Net Mortgage Rate from
the Due Date as to which interest was last paid or advanced to
Certificateholders up to the last day of the month in which the
Cash Liquidation (or REO Disposition) occurred on the Stated
Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not
paid
or advanced, minus (iii) the proceeds, if any, received during
the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement thereunder but which have not been previously
reimbursed. With respect to each Mortgage Loan which has become
the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately
prior to such Deficient Valuation and the principal balance of
the
Mortgage Loan as reduced by the Deficient Valuation. With
respect
to each Mortgage Loan which has become the object of a Debt
Service Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the
close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date
occurs.
Regular Certificate: Any of the Certificates other than a
Class R Certificate.
REMIC: A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which
appear
at Sections 860A through 860G of Subchapter M of Chapter 1 of the
Code, and related provisions, and temporary and final regulations
(or, to the extent not inconsistent with such temporary or final
regulations, proposed regulations) and published rulings, notices
and announcements promulgated thereunder, as the foregoing may be
in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of the Trustee for the benefit of the Certificateholders
of
any REO Property pursuant to Section 3.14.
REO Disposition: As to any REO Property, a determination by
the Master Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any
period, an amount equivalent to interest (at the Net Mortgage
Rate
that would have been applicable to the related Mortgage Loan had
it been outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in
respect of any REO Property (including, without limitation,
proceeds from the rental of the related Mortgaged Property) which
proceeds are required to be deposited into the Custodial Account
only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed in lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage
Loan, any insurance policy which is required to be maintained
from
time to time under this Agreement, the Program Guide or the
related Subservicing Agreement in respect of such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee,
any officer of the Corporate Trust Department of the Trustee,
including any Senior Vice President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom, with
respect to a particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting forth
the Discount Fractions with respect to the Discount Mortgage
Loans, attached hereto as Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator
in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to
such
Mortgage Loan.
Seller's Agreement: An agreement for the origination and
sale of Mortgage Loans generally in the form of the Seller
Contract referred to or contained in the Program Guide, or in
such
other form as has been approved by the Master Servicer and the
Company, each containing representations and warranties in
respect
of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to
any Distribution Date, the percentage indicated below:
Distribution Date
Senior Accelerated
Distribution Percentage
December 1995 through
November 2000. . . . . . . . . . . . . . . . . . . . . . . . . .
100%
December 2000 through
November 2001. . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 70% of the
Subordinate Percentage
December 2001 through
November 2002. . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 60% of the
Subordinate Percentage
December 2002 through
November 2003. . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 40% of the
Subordinate Percentage
December 2003 through
November 2004. . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 20% of the
Subordinate Percentage
December 2004 and
thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior
Accelerated Distribution Percentage described above shall not
occur as of any Distribution Date unless either (a)(1)(X) the
outstanding principal balance of the Mortgage Loans delinquent 60
days or more averaged over the last six months, as a percentage
of
the aggregate Certificate Principal Balance of the Class M and
Class B Certificates averaged over the last six months, is less
than 50% or (Y) the outstanding principal balance of Mortgage
Loans delinquent 60 days or more averaged over the last six
months, as a percentage of the aggregate outstanding principal
balance of all Mortgage Loans averaged over the last six months,
does not exceed 2% and (2) Realized Losses on the Mortgage Loans
to date for such Distribution Date if occurring during the sixth,
seventh, eighth, ninth or tenth year (or any year thereafter)
after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal
Balances of the Class M Certificates and Class B Certificates or
(b)(1) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed
4% and (2) Realized Losses on the Mortgage Loans to date for any
Distribution Date are less than 10% of the sum of the Initial
Certificate Principal Balances of the Class M Certificates and
Class B Certificates and (ii) that for any Distribution Date on
which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for
such Distribution Date shall be 100%. Notwithstanding the
foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates (other than the
Certificate Principal Balance of Class A-7 Certificates) and
Class
R Certificates to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Percentage: As of any Distribution Date, the lesser
of 100% and a fraction, expressed as a percentage, the numerator
of which is the aggregate Certificate Principal Balance of the
Class A Certificates (other than the Certificate Principal
Balance
of Class A-7 Certificates) and Class R Certificates immediately
prior to such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) (other than the related
Discount
Fraction of each Discount Mortgage Loan) immediately prior to
such
Distribution Date.
Senior Principal Distribution Amount: As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount remaining after the distribution of all
amounts required to be distributed pursuant to Section 4.02(a)(i)
and (ii)(X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a
default, delinquency or other unanticipated event by the Master
Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures,
(iii)
the management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.08,
3.12(a)
and 3.14.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master Servicer
in respect of master servicing compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV FEE" for such Mortgage Loan, as may be adjusted with respect
to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and specimen signature appear on
a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an
amount equal to $829,634 minus the sum of (i) the aggregate
amount
of Special Hazard Losses allocated solely to one or more specific
Classes of Certificates in accordance with Section 4.05 and (ii)
the Adjustment Amount (as defined below) as most recently
calculated. For each anniversary of the Cut-off Date, the
Adjustment Amount shall be equal to the amount, if any, by which
the amount calculated in accordance with the preceding sentence
(without giving effect to the deduction of the Adjustment Amount
for such anniversary) exceeds the greater of (A) the greatest of
(i) twice the outstanding principal balance of the Mortgage Loan
in the Trust Fund which has the largest outstanding principal
balance on the Distribution Date immediately preceding such
anniversary, (ii) the product of 1.00% multiplied by the
outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary and
(iii)
the aggregate outstanding principal balance (as of the
immediately
preceding Distribution Date) of the Mortgage Loans in any single
five-digit California zip code area with the largest amount of
Mortgage Loans by aggregate principal balance as of such
anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage
Loans on the Distribution Date immediately preceding such
anniversary multiplied by a fraction, the numerator of which is
equal to the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of all of the
Mortgage Loans, expressed as a percentage, and the denominator of
which is equal to 23.0% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged
Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the largest Mortgage Loan secured
by a Mortgaged Property located in the State of California.
The Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in which
coverage is reduced) provided that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the
rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency
and
(ii) provide a copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the
cost of the lesser of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property on account of direct
physical loss, exclusive of (i) any loss of a type covered by a
hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to
Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any
Extraordinary Loss.
Spread Rate: With respect to each Mortgage Loan, a per
annum rate equal to the excess of (a) the Net Mortgage Rate of
such Mortgage Loan over (b) 7.00% per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in
interest.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property, at any given time, (i) the Cut-off Date
Principal Balance of the Mortgage Loan, minus (ii) the sum of (a)
the principal portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due Period ending
prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property,
and all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds,
to the extent applied by the Master Servicer as recoveries of
principal in accordance with Section 3.14 with respect to such
Mortgage Loan or REO Property, in each case which were
distributed
pursuant to Section 4.02 on any previous Distribution Date, and
(c) any Realized Loss allocated to Certificateholders with
respect
thereto for any previous Distribution Date.
Subordinate Principal Distribution Amount: With respect to
any Distribution Date and each Class of Class M Certificates and
Class B Certificates, (a) the sum of (i) the product of (x) the
related Class M Percentage or Class B Percentage for such Class
and (y) the aggregate of the amounts for such Distribution Date
referred to in clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M
Certificates and Class B Certificates then outstanding, of the
principal collections referred to in Section 4.02(a)(ii)(Y)(B)(b)
to the extent such collections are not otherwise distributed to
the Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage, (y) 100% minus the Senior
Accelerated Distribution Percentage and (z) the aggregate of all
Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount
Fraction of such Principal Payments in Full and Curtailments with
respect to a Discount Mortgage Loans); (iv) if such Class is the
most senior Class of Certificates then outstanding (as
established
in Section 4.05 hereof), any Excess Subordinate Principal Amount
for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that
such amounts are not attributable to Realized Losses which have
been allocated to a subordinate Class of Class M or Class B
Certificates minus (b) any Excess Subordinate Principal Amount
not
payable to such Class on such Distribution Date pursuant to the
definition thereof; provided, however, that such amount shall in
no event exceed the outstanding Certificate Principal Balance of
such Class of Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is subject to a Subservicing
Agreement.
Subservicer: Any Person with whom the Master Servicer has
entered into a Subservicing Agreement and who generally satisfied
the requirements set forth in the Program Guide in respect of the
qualification of a Subservicer as of the date of its approval as
a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of
principal and interest on a Mortgage Loan which is advanced by
the
related Subservicer (net of its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between the
Master Servicer and any Subservicer relating to servicing and
administration of certain Mortgage Loans as provided in Section
3.02, generally in the form of the servicer contract referred to
or contained in the Program Guide or in such other form as has
been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable
monthly to the related Subservicer (or, in the case of a
Nonsubserviced Mortgage Loan, to the Master Servicer) in respect
of subservicing and other compensation that accrues at an annual
rate equal to the excess of the Mortgage Rate borne by the
related
Mortgage Note over the rate per annum designated on the Mortgage
Loan Schedule as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income Tax Return, including Schedule Q thereto,
Quarterly
Notice to Residual Interest Holders of REMIC Taxable Income or
Net
Loss Allocation, or any successor forms, to be filed on behalf of
the Trust Fund due to its classification as a REMIC under the
REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage
Files,
(ii) all payments on and collections in respect of
the Mortgage Loans due after the Cut-off Date
as shall be on deposit in the Custodial
Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and
which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in
lieu of foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain
proceeds thereof.
Uninsured Cause: Any cause of damage to property subject to
a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
Voting Rights: The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. 98.0% of
all of the Voting Rights shall be allocated among Holders of
Certificates, respectively, other than the Class R Certificates,
in proportion to the outstanding Certificate Principal Balances
of
their respective Certificates; and the Holders of the Class R
Certificates and the Owner of the Excess Spread shall be entitled
to 1.0% and 1.0% of all of the Voting Rights, respectively,
allocated among the Certificates of each such Class in accordance
with their respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and
delivery hereof, does hereby assign to the Trustee without
recourse all the right, title and interest of the Company in and
to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans after the Cut-
off Date (other than payments of principal and interest due on
the
Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set
forth in Section 2.01(c) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more
Custodians, as the duly appointed agent or agents of the Trustee
for such purpose, the following documents or instruments (or
copies thereof as permitted by this Section) (I) with respect to
each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof
to the Person endorsing it to the Trustee, or with respect
to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of
recording indicated thereon or a copy of the Mortgage
certified by the public recording office in which such
Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to
the Trustee with evidence of recording indicated thereon or
a copy of such assignment certified by the public recording
office in which such assignment has been recorded;
(iv) The original recorded assignment or
assignments of the Mortgage showing an unbroken chain of
title from the originator thereof to the Person assigning it
to the Trustee or a copy of such assignment or assignments
of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification,
assumption agreement or preferred loan agreement, if any,
relating to such Mortgage Loan or a copy of each
modification, assumption agreement or preferred loan
agreement certified by the public recording office in which
such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof
to the Person endorsing it to the Trustee, or with respect
to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage
Note;
(ii) A counterpart of the Cooperative Lease and
the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an
unbroken chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect
to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each
with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the
Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of
the security interest referenced in clause (vi) above
showing an unbroken chain of title from the originator to
the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of
the originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement referenced
in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Cooperative Loan; and
(x) An executed UCC-1 financing statement
showing the Master Servicer as debtor, the Company as
secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and
the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the
Cooperative Loans.
(c) The Company may, in lieu of delivering the documents
set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) to the Trustee or the
Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer shall hold such documents in
trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within
ten Business Days following the earlier of (i) the receipt of the
original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv),
(vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the
Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that
it has in its possession an original or copy of each of the
documents referred to in Section 2.01(b)(I)(iv) and (v) and
Section (b)(II)(ii), (iv), (vii), (ix) and (x) which has been
delivered to it by the Company. Every six months after the
Closing Date, for so long as the Master Servicer is holding
documents pursuant to this Section 2.01(c), the Master Servicer
shall deliver to (i) Moody's if it is one of the Rating Agencies,
(ii) the Trustee and (iii) each Custodian a report setting forth
the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage
Loan the Company cannot deliver the Mortgage, any assignment,
modification, assumption agreement or preferred loan agreement
(or
copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by
the
public recording office where such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement as
the case may be, has been delivered for recordation, the Company
shall deliver or cause to be delivered to the Trustee or the
respective Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption agreement or
preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the
Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in
states where, in the opinion of counsel acceptable to the Trustee
and the Master Servicer, such recording is not required to
protect
the Trustee's interests in the Mortgage Loan against the claim of
any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall
promptly
cause to be filed the Form UCC-3 assignment and UCC-1 financing
statement referred to in clause (II)(vii) and (x), respectively,
of Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1,
as applicable, is lost or returned unrecorded to the Company
because of any defect therein, the Company shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as applicable,
or
cure such defect, as the case may be, and cause such Assignment
to
be recorded in accordance with this paragraph. The Company shall
promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment or Form UCC-3 or
Form UCC-1, as applicable, (or copy thereof certified by the
public recording office) with evidence of recording indicated
thereon upon receipt thereof from the public recording office or
from the related Subservicer. In connection with its servicing
of
Cooperative Loans, the Master Servicer will use its best efforts
to file timely continuation statements with regard to each
financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside
of the State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and
(v) and (II)(vi) and (vii) and that may be delivered as a copy
rather than the original may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company
to the Trustee of the Mortgage Loans as provided for in this
Section 2.01 be construed as a sale by the Company to the Trustee
of the Mortgage Loans for the benefit of the Certificateholders
and the Owner of the Excess Spread. Further, it is not intended
that any such conveyance be deemed to be a pledge of the Mortgage
Loans by the Company to the Trustee to secure a debt or other
obligation of the Company. However, in the event that the
Mortgage Loans are held to be property of the Company or of
Residential Funding, or if for any reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans,
then it is intended that (a) this Agreement shall also be deemed
to be a security agreement within the meaning of Articles 8 and 9
of the New York Uniform Commercial Code and the Uniform
Commercial
Code of any other applicable jurisdiction; (b) the conveyance
provided for in Sections 2.01 and 2.06 shall be deemed to be (1)
a
grant by the Company to the Trustee of a security interest in all
of the Company's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter
acquired, in and to (A) the Mortgage Loans, including (i) with
respect to each Cooperative Loan, the related Mortgage Note,
Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease, any insurance policies and
all other documents in the related Mortgage File and (ii) with
respect to each Mortgage Loan other than a Cooperative Loan, the
related Mortgage Note, the Mortgage, any insurance policies and
all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the
terms thereof and (C) any and all general intangibles consisting
of, arising from or relating to any of the foregoing, and all
proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held
or
invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of
any security interest in any and all of Residential Funding's
right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to the
property described in the foregoing clauses (1)(A), (B) and (C)
granted by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the Trustee of Mortgage Notes or
such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser
or
a person designated by such secured party, for purposes of
perfecting the security interest pursuant to the Minnesota
Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section
9-
305, 8-313 or 8-321 thereof); and (d) notifications to persons
holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to
ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the other property described
above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement.
Without limiting the generality of the foregoing, the Company
shall prepare and deliver to the Trustee not less than 15 days
prior to any filing date and, the Trustee shall forward for
filing, or shall cause to be forwarded for filing, at the expense
of the Company, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the
Trustee's security interest in or lien on the Mortgage Loans as
evidenced by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y) such
other
statements as may be occasioned by (1) any change of name of
Residential Funding, the Company or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned
by a change in the Trustee's name), (2) any change of location of
the place of business or the chief executive office of
Residential
Funding or the Company, or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the
receipt by it of cash in an amount equal to $164,609.60 (the
"Initial Monthly Payment Fund"), representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due
Date in December 1995, for those Mortgage Loans for which the
Trustee will not be entitled to receive such payment. The Master
Servicer shall hold such Initial Monthly Payment Fund in the
Custodial Account and shall include such Initial Monthly Payment
Fund in the Available Distribution Amount for the Distribution
Date in December 1995. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset
of the REMIC. To the extent that the Initial Monthly Payment
Fund
constitutes a reserve fund for federal income tax purposes, (1)
it
shall be an outside reserve fund and not an asset of the REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred
by
the REMIC to the Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within the
meaning
of Section 1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification executed by the Custodian,
receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(b)(i)
through (iii) above (except that for purposes of such
acknowledgement only, a Mortgage Note may be endorsed in blank
and
an Assignment of Mortgage may be in blank) and declares that it,
or a Custodian as its agent, holds and will hold such documents
and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the
use
and benefit of all present and future Certificateholders and the
Owner of the Excess Spread. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees,
for the benefit of Certificateholders, to review each Mortgage
File delivered to it pursuant to Section 2.01(b) within 45 days
after the Closing Date to ascertain that all required documents
(specifically as set forth in Section 2.01(b)), have been
executed
and received, and that such documents relate to the Mortgage
Loans
identified on the Mortgage Loan Schedule, as supplemented, that
have been conveyed to it. Upon delivery of the Mortgage Files by
the Company or the Master Servicer, the Trustee shall acknowledge
receipt (or, with respect to Mortgage Loans subject to a
Custodial
Agreement, and based solely upon a receipt or certification
executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents
referred
to in Section 2.01(c) above. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees
to review each Mortgage File delivered to it pursuant to Section
2.01(c) within 45 days after receipt thereof to ascertain that
all
documents required to be delivered pursuant to such Section have
been received, and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, as supplemented,
that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document
or documents constituting a part of a Mortgage File to be missing
or defective in any material respect, the Trustee shall promptly
so notify the Master Servicer and the Company. Pursuant to
Section 2.3 of the Custodial Agreement, the Custodian will notify
the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File
held by it. The Master Servicer shall promptly notify the
related
Subservicer or Seller of such omission or defect and request that
such Subservicer or Seller correct or cure such omission or
defect
within 60 days from the date the Master Servicer was notified of
such omission or defect and, if such Subservicer or Seller does
not correct or cure such omission or defect within such period,
that such Subservicer or Seller purchase such Mortgage Loan from
the Trust Fund at its Purchase Price, in either case within 90
days from the date the Master Servicer was notified of such
omission or defect. The Purchase Price for any such Mortgage
Loan, whether purchased by the Seller or the Subservicer, shall
be
deposited or caused to be deposited by the Master Servicer in the
Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute
and deliver such instruments of transfer or assignment prepared
by
the Master Servicer, in each case without recourse, as shall be
necessary to vest in the Seller or its designee or the
Subservicer
or its designee, as the case may be, any Mortgage Loan released
pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case may be,
to so cure or purchase any Mortgage Loan as to which a material
defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission
available to Certificateholders or the Trustee on behalf of
Certificateholders.
Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants
to the Trustee for the benefit of Certificateholders that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the
laws governing its creation and existence and is or will be
in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement
by the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the Master
Servicer's Certificate of Incorporation or Bylaws or
constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a material default)
under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due
authorization, execution and delivery by the Trustee and the
Company, constitutes a valid, legal and binding obligation
of the Master Servicer, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and
to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at
law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any order,
regulation or demand of any Federal, state, municipal or
governmental agency, which default might have consequences
that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or
its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best
of the Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into this
Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all
material respects in the performance of this Agreement with
all reasonable rules and requirements of each insurer under
each Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to the
Company, any Affiliate of the Company or the Trustee by the
Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing Agreement
and is or will be familiar with the terms thereof. The
terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer
and any new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and
adversely affects the interests of the Certificateholders and the
Owner of the Excess Spread in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its receipt of
notice of such breach, the Master Servicer shall either (i) cure
such breach in all material respects or (ii) to the extent that
such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02. The
obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in
respect of a breach of a representation and warranty set forth in
this Section 2.03(a) available to the Certificateholders and the
Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such owner.
(b) The Company hereby represents and warrants to the
Trustee for the benefit of Certificateholders and the Owner of
the
Excess Spread that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as of the
Cut-off Date and no Mortgage Loan has been so delinquent
more than once in the 12-month period prior to the Cut-off
Date;
(ii) The information set forth in Exhibit F hereto
with respect to each Mortgage Loan or the Mortgage Loans, as
the case may be, is true and correct in all material
respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on
the first day of each month and terms to maturity at
origination or modification of not more than 15 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance Policy
that insures (a) 25% of the principal balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is
between 95.00% and 90.01%, (b) 12% of such balance if the
Loan-to-Value Ratio is between 90.00% and 85.01%, and (c) 6%
of such balance if the Loan-to-Value Ratio is between 85.00%
and 80.01%. To the best of the Company's knowledge, each
such Primary Insurance Policy is in full force and effect
and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance
Policies are insurance companies whose claims-paying
abilities are currently acceptable to each Rating Agency;
(vi) No more than 0.8% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
are secured by Mortgaged Properties located in any one zip
code area in California, no more than 0.9% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-
off Date are secured by Mortgaged Properties located in any
one zip code area outside California, and no more than 0.9%
of the Mortgage Loans are Cooperative Loans;
(vii) If the improvements securing a Mortgage
Loan are in a federally designated special flood hazard
area, flood insurance in the amount required under the
Program Guide covers the related Mortgaged Property (either
by coverage under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title
to, and was the sole owner of, each Mortgage Loan free and
clear of any pledge, lien, encumbrance or security interest
(other than rights to servicing and related compensation)
and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) Approximately 0.7% 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 0.6% of the Mortgage Loans were
Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective
as of the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect;
(xiv) With respect to each Mortgage Loan
originated under a "streamlined" Mortgage Loan program
(through which no new or updated appraisals of Mortgaged
Properties are obtained in connection with the refinancing
thereof), the related Seller has represented that either (a)
the value of the related Mortgaged Property as of the date
the Mortgage Loan was originated was not less than the
appraised value of such property at the time of origination
of the refinanced Mortgage Loan or (b) the Loan-to-Value
Ratio of the Mortgage Loan as of the date of origination of
the Mortgage Loan generally meets the Company's underwriting
guidelines;
(xv) Interest on each Mortgage Loan is calculated
on the basis of a 360-day year consisting of twelve 30-day
months; and
(xvi) One of the Mortgage Loans contains in the
related Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by any of the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the
representations and warranties set forth in this Section 2.03(b)
which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that
in
the event of a breach of the representation and warranty set
forth
in Section 2.03(b)(xii), the party discovering such breach shall
give such notice within five days of discovery. Within 90 days
of
its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material respects or
(ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that
the Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date.
Any such substitution shall be effected by the Company under the
same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and
agreed
that the obligation of the Company to cure such breach or to so
purchase or substitute for any Mortgage Loan as to which such a
breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to Certificateholders and
the Owner of the Excess Spread or the Trustee on behalf of
Certificateholders and such owner. Notwithstanding the
foregoing,
the Company shall not be required to cure breaches or purchase or
substitute for Mortgage Loans as provided in this Section 2.03(b)
if the substance of the breach of a representation set forth
above
also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the
Assignment Agreement, hereby assigns to the Trustee for the
benefit of Certificateholders and the Owner of the Excess Spread
all of its right, title and interest in respect of the Assignment
Agreement and each Seller's Agreement applicable to a Mortgage
Loan. Insofar as the Assignment Agreement or such Seller's
Agreement relates to the representations and warranties made by
Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach
of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders and the Owner of the Excess
Spread. Upon the discovery by the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's Agreement or
the
Assignment Agreement (which, for purposes hereof, will be deemed
to include any other cause giving rise to a repurchase obligation
under the Assignment Agreement) in respect of any Mortgage Loan
which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in such
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer
shall
promptly notify the related Seller or Residential Funding, as the
case may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i) cure such
breach in all material respects within 90 days from the date the
Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in
the
manner set forth in Section 2.02; provided that in the case of a
breach under the Assignment Agreement Residential Funding shall
have the option to substitute a Qualified Substitute Mortgage
Loan
or Loans for such Mortgage Loan if such substitution occurs
within
two years following the Closing Date, except that if the breach
would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such
substitution must occur within 90 days from the date the Master
Servicer was notified of the breach if such 90 day period expires
before two years following the Closing Date. In the event that
Residential Funding elects to substitute a Qualified Substitute
Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to
this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders with respect to
such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as
required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute
Mortgage
Loans in the month of substitution shall not be part of the Trust
Fund and will be retained by the Master Servicer and remitted by
the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions
to Certificateholders will include the Monthly Payment due on a
Deleted Mortgage Loan for such month and thereafter Residential
Funding shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Master Servicer shall
amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the
Certificateholders to reflect the removal of such Deleted
Mortgage
Loan and the substitution of the Qualified Substitute Mortgage
Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Loan, the amended Schedule of Discount Fractions, to the
Trustee. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects,
the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified
Substitute Mortgage Loan contained in the related Seller's
Agreement as of the date of substitution, and the Company and the
Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set
forth in this Section 2.04, in Section 2.03 hereof and in Section
4 of the Assignment Agreement, and the Master Servicer shall be
obligated to repurchase or substitute for any Qualified
Substitute
Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the
Assignment Agreement.
In connection with the substitution of one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Master Servicer will determine the amount (if any) by which
the aggregate principal balance of all such Qualified Substitute
Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (in each case after application of the principal portion of
the Monthly Payments due in the month of substitution that are to
be distributed to Certificateholders in the month of
substitution). Residential Funding shall deposit the amount of
such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential
Funding shall give notice in writing to the Trustee of such
event,
which notice shall be accompanied by an Officers' Certificate as
to the calculation of such shortfall and by an Opinion of Counsel
to the effect that such substitution will not cause (a) any
federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any
portion of the Trust Fund to fail to qualify as a REMIC at any
time that any Certificate is outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding, as the case may be, to cure such
breach or purchase (or in the case of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to Certificateholders and the
Owner of the Excess Spread or the Trustee on behalf of
Certificateholders and such owner. If the Master Servicer is
Residential Funding, then the Trustee shall also have the right
to
give the notification and require the purchase or substitution
provided for in the second preceding paragraph in the event of
such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the
purchase of or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect of the
Seller's Agreement and the Assignment Agreement applicable to
such
Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates.
The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage Files to it, or
any Custodian on its behalf, subject to any exceptions noted,
together with the assignment to it of all other assets included
in
the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company executed
by an officer of the Company has executed and caused to be
authen-
ticated and delivered to or upon the order of the Company the
Certificates in authorized denominations which evidence ownership
of the entire Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the
Mortgage Loans in accordance with the terms of this Agreement and
the respective Mortgage Loans and shall have full power and
authority, acting alone or through Subservicers as provided in
Section 3.02, to do any and all things which it may deem
necessary
or desirable in connection with such servicing and
administration.
Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Subservicer is
hereby
authorized and empowered by the Trustee when the Master Servicer
or the Subservicer, as the case may be, believes it appropriate
in
its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or
full
release or discharge, or of consent to assumption or modification
in connection with a proposed conveyance, or of assignment of any
Mortgage and Mortgage Note in connection with the repurchase of a
Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the
purpose of correcting the Mortgage, the subordination of the lien
of the Mortgage in favor of a public utility company or
government
agency or unit with powers of eminent domain, the taking of a
deed
in lieu of foreclosure, the completion of judicial or
non-judicial
foreclosure, the conveyance of a Mortgaged Property to an
Insurer,
the acquisition of any property acquired by foreclosure or deed
in
lieu of foreclosure, or the management, marketing and conveyance
of any property acquired by foreclosure or deed in lieu of
foreclosure with respect to the Mortgage Loans and with respect
to
the Mortgaged Properties. Notwithstanding the foregoing, subject
to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the
meaning of Section 1001 of the Code and any proposed, temporary
or
final regulations promulgated thereunder (other than in
connection
with a proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause the REMIC to fail to qualify as
such under the Code. The Trustee shall furnish the Master
Servicer with any powers of attorney and other documents
necessary
or appropriate to enable the Master Servicer to service and
administer the Mortgage Loans. The Trustee shall not be
responsible for any action taken by the Master Servicer or any
Subservicer pursuant to such powers of attorney. In servicing and
administering any Nonsubserviced Mortgage Loan, the Master
Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing
rights and obligations in respect thereof.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the timely payment of taxes and
assessments on the properties subject to the Mortgage Loans shall
not, for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the
related
Mortgage Loans, notwithstanding that the terms of such Mortgage
Loan so permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more
agreements in connection with the offering of pass-through
certificates evidencing interests in one or more of the
Certificates providing for the payment by the Master Servicer of
amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment obligation will
thereafter be an obligation of the Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into by Residential Funding and
Subservicers prior to the execution and delivery of this
Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some
of the Mortgage Loans. Each Subservicer of a Mortgage Loan shall
be entitled to receive and retain, as provided in the related
Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be
remitted
to the Master Servicer in respect of such Mortgage Loan. For any
Mortgage Loan that is a Nonsubserviced Mortgage Loan, the Master
Servicer shall be entitled to receive and retain an amount equal
to the Subservicing Fee from payments of interest. Unless the
context otherwise requires, references in this Agreement to
actions taken or to be taken by the Master Servicer in servicing
the Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms and conditions as are generally
required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and
the Subservicer have agreed. A representative form of
Subservicing Agreement is attached to this Agreement as Exhibit
G.
With the approval of the Master Servicer, a Subservicer may
delegate its servicing obligations to third-party servicers, but
such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer
may
enter into amendments thereto or a different form of Subservicing
Agreement, and the form referred to or included in the Program
Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to
modify or enter into different Subservicing Agreements; provided,
however, that any such amendments or different forms shall be
consistent with and not violate the provisions of either this
Agreement or the Program Guide in a manner which would materially
and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the
Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall use its best reasonable efforts to
enforce the obligations of each Subservicer under the related
Subservicing Agreement and of each Seller under the related
Seller's Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a
Mortgage Loan, including, without limitation, the obligation to
purchase a Mortgage Loan on account of defective documentation,
as
described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution
of claims, termination of Subservicing Agreements or Seller's
Agreements, as appropriate, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent
and at such time as the Master Servicer would employ in its good
faith business judgment and which are normal and usual in its
general mortgage servicing activities. The Master Servicer shall
pay the costs of such enforcement at its own expense, and shall
be
reimbursed therefor only (i) from a general recovery resulting
from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loan
or
(ii) from a specific recovery of costs, expenses or attorneys
fees
against the party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may exist in accordance with the
terms
and conditions of such Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that
in
the event of termination of any Subservicing Agreement by the
Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into
a Subservicing Agreement with a successor Subservicer which will
be bound by the terms of the related Subservicing Agreement. If
the Master Servicer or any Affiliate of Residential Funding acts
as servicer, it will not assume liability for the representations
and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a
successor Subservicer, the Master Servicer shall use reasonable
efforts to have the successor Subservicer assume liability for
the
representations and warranties made by the terminated Subservicer
in respect of the related Mortgage Loans and, in the event of any
such assumption by the successor Subservicer, the Master Servicer
may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations
and
warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or
arrangements between the Master Servicer or a Subservicer or
reference to actions taken through a Subservicer or otherwise,
the
Master Servicer shall remain obligated and liable to the Trustee
and Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01
without diminution of such obligation or liability by virtue of
such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer or the Company and to the
same extent and under the same terms and conditions as if the
Master Servicer alone were servicing and administering the
Mortgage Loans. The Master Servicer shall be entitled to enter
into any agreement with a Subservicer or Seller for
indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such
indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any
other transactions or services relating to the Mortgage Loans
involving a Subservicer in its capacity as such and not as an
originator shall be deemed to be between the Subservicer and the
Master Servicer alone and the Trustee and Certificateholders
shall
not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the
Subservicer
in its capacity as such except as set forth in Section 3.06. The
foregoing provision shall not in any way limit a Subservicer's
obligation to cure an omission or defect or to repurchase a
Mortgage Loan as referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any
reason no longer be the master servicer (including by reason of
an
Event of Default), the Trustee, its designee or its successor
shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have
been entered into. The Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the
Master Servicer as a party to the Subservicing Agreement to the
same extent as if the Subservicing Agreement had been assigned to
the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the
Trustee but at the expense of the Master Servicer, deliver to the
assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced
and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and
efficient
transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of
the Mortgage Loans, and shall, to the extent such procedures
shall
be consistent with this Agreement and the terms and provisions of
any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing
activities. Consistent with the foregoing, the Master Servicer
may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for
payments due on a Mortgage Loan in accordance with the Program
Guide; provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the
coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. Consistent
with the terms of this Agreement, the Master Servicer may also
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in
any
manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement
or indulgence is not materially adverse to the interests of the
Certificateholders; provided, however, that the Master Servicer
may not modify materially or permit any Subservicer to modify any
Mortgage Loan, including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation
of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not
inconsistent with the terms of the Mortgage Loan), or extend the
final maturity date of such Mortgage Loan, unless such Mortgage
Loan is in default or, in the judgment of the Master Servicer,
such default is reasonably foreseeable. In the event of any such
arrangement, the Master Servicer shall make timely advances on
the
related Mortgage Loan during the scheduled period in accordance
with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless
otherwise agreed to by the Holders of the Classes of Certificates
affected thereby.
(b) The Master Servicer shall establish and maintain a
Custodial Account in which the Master Servicer shall deposit or
cause to be deposited on a daily basis, except as otherwise
specifically provided herein, the following payments and
collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date):
(i) All payments on account of principal,
including Principal Prepayments made by Mortgagors on the
Mortgage Loans and the principal component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(ii) All payments on account of interest at the
Adjusted Mortgage Rate on the Mortgage Loans, including
Buydown Funds, if any, and the interest component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation
Proceeds (net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
required to be deposited in connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited
pursuant to Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section
4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments on the
Mortgage
Loans which are not part of the Trust Fund (consisting of
payments
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date) and payments or collections in the
nature of prepayment charges or late payment charges or
assumption
fees may but need not be deposited by the Master Servicer in the
Custodial Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the Master
Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding.
The Custodial Account may contain funds that belong to one or
more
trust funds created for mortgage pass-through certificates of
other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or
master serviced by it on behalf of others. Notwithstanding such
commingling of funds, the Master Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds,
REO Proceeds and the proceeds of the purchase of any Mortgage
Loan
pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any
calendar month, the Master Servicer may elect to treat such
amounts as included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated
to
do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and any related Realized Loss shall
be deemed to have occurred) on the last day of the month prior to
the receipt thereof.
(c) The Master Servicer shall use its best efforts to
cause the institution maintaining the Custodial Account to invest
the funds in the Custodial Account attributable to the Mortgage
Loans in Permitted Investments which shall mature not later than
the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future
Distribution) and which shall not be sold or disposed of prior to
their maturities. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of
its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee
and the Company of any change in the location of the Custodial
Account and the location of the Certificate Account prior to the
use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a Subservicing Agreement, the Master
Servicer shall cause the Subservicer, pursuant to the
Subservicing
Agreement, to establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such account
is
not an Eligible Account, shall generally satisfy the requirements
of the Program Guide and be otherwise acceptable to the Master
Servicer and each Rating Agency. The Subservicer will be
required
thereby to deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the Subservicer, less
its Subservicing Fees and unreimbursed advances and expenses, to
the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master
Servicer shall be deemed to have received such monies upon
receipt
thereof by the Subservicer. The Subservicer shall not be
required
to deposit in the Subservicing Account payments or collections in
the nature of prepayment charges or late charges or assumption
fees. On or before the date specified in the Program Guide, but
in no event later than the Determination Date, the Master
Servicer
shall cause the Subservicer, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing Account with
respect to each Mortgage Loan serviced by such Subservicer that
are required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing
Agreement, to advance on such scheduled date of remittance
amounts
equal to any scheduled monthly installments of principal and
interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan will
continue up to and including the first of the month following the
date on which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by deed in lieu
of foreclosure or otherwise. All such advances received by the
Master Servicer shall be deposited promptly by it in the
Custodial
Account.
(b) The Subservicer may also be required, pursuant to
the Subservicing Agreement, to remit to the Master Servicer for
deposit in the Custodial Account interest at the Adjusted
Mortgage
Rate on any Curtailment received by such Subservicer in respect
of
a Mortgage Loan from the related Mortgagor during any month that
is to be applied by the Subservicer to reduce the unpaid
principal
balance of the related Mortgage Loan as of the first day of such
month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the
benefit of the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal or order from
time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers
for
Subserviced Mortgage Loans to, establish and maintain one or more
Servicing Accounts and deposit and retain therein all collections
from the Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items for
the account of the Mortgagors. Each Servicing Account shall
satisfy the requirements for a Subservicing Account and, to the
extent permitted by the Program Guide or as is otherwise
acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to
effect timely payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or
in accordance with the Program Guide. As part of its servicing
duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to
the
Mortgagors interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the payments
referred to in the preceding subsection that are not timely paid
by the Mortgagors or advanced by the Subservicers on the date
when
the tax, premium or other cost for which such payment is intended
is due, but the Master Servicer shall be required so to advance
only to the extent that such advances, in the good faith judgment
of the Master Servicer, will be recoverable by the Master
Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall
make any Class of Certificates legal for investment by federally
insured savings and loan associations, the Master Servicer shall
provide, or cause the Subservicers to provide, to the Trustee,
the
Office of Thrift Supervision or the FDIC and the supervisory
agents and examiners thereof access to the documentation
regarding
the Mortgage Loans required by applicable regulations of the
Office of Thrift Supervision, such access being afforded without
charge but only upon reasonable request and during normal
business
hours at the offices designated by the Master Servicer. The
Master Servicer shall permit such representatives to photocopy
any
such documentation and shall provide equipment for that purpose
at
a charge reasonably approximating the cost of such photocopying
to
the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial Account of
amounts on deposit therein pursuant to Section 3.07 that are
attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate
Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to reimburse itself or the related
Subservicer
for previously unreimbursed advances or expenses made
pursuant to Sections 3.01, 3.08, 3.11, 3.12(a), 3.14 and
4.04 or otherwise reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to amounts
received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments for which
any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) late
recoveries of the payments for which such advances were made
in the case of Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such Subservicer)
out of each payment received by the Master Servicer on
account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining
portion of any such payment as to interest (but not in
excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in
the remaining amount of such interest being interest at the
Net Mortgage Rate on the amount specified in the
amortization schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the period
respecting which such interest was paid after giving effect
to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on
funds deposited in the Custodial Account that it is entitled
to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate
Person, as the case may be, with respect to each Mortgage
Loan or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and
not required to be distributed to Certificateholders as of
the date on which the related Stated Principal Balance or
Purchase Price is determined;
(vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or Advances in
the manner and to the extent provided in subsection (c)
below or any Advance reimbursable to the Master Servicer
pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for
expenses incurred by and reimbursable to it or the Company
pursuant to Sections 3.13, 3.14(c), 6.03, 10.01 or
otherwise;
(ix) to reimburse itself for amounts expended by
it
(a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured
Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or
(viii) above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not required to be deposited
therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to
clauses (ii), (iii), (v) and (vi), the Master Servicer's
entitlement thereto is limited to collections or other recoveries
on the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse
itself or the related Subservicer for any advance made in respect
of a Mortgage Loan that the Master Servicer determines to be a
Nonrecoverable Advance by withdrawal from the Custodial Account
of
amounts on deposit therein attributable to the Mortgage Loans on
any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit
Date shall be limited to an amount not exceeding the portion of
such advance previously paid to Certificateholders and the Owner
of the Excess Spread (and not theretofore reimbursed to the
Master
Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action which would result in
non-coverage
under any applicable Primary Insurance Policy of any loss which,
but for the actions of the Master Servicer or Subservicer, would
have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until
the
principal balance of the related Mortgage Loan secured by a
Mortgaged Property is reduced to 80% or less of the Appraised
Value in the case of such a Mortgage Loan having a Loan-to-Value
Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the
Company had knowledge of such Primary Insurance Policy. In the
event that the Company gains knowledge that as of the Closing
Date, a Mortgage Loan had a Loan-to-Value Ratio at origination in
excess of 80% and is not the subject of a Primary Insurance
Policy
(and was not included in any exception to the representation in
Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer
shall use its reasonable efforts to obtain and maintain a Primary
Insurance Policy to the extent that such a policy is obtainable
at
a reasonable price. The Master Servicer shall not cancel or
refuse to renew any such Primary Insurance Policy applicable to a
Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in
effect
at the date of the initial issuance of the Certificates and is
required to be kept in force hereunder unless the replacement
Primary Insurance Policy for such canceled or non-renewed policy
is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through
certificates having a rating equal to or better than the lower of
the then-current rating or the rating assigned to the
Certificates
as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Master Servicer agrees to
present or to cause the related Subservicer to present, on behalf
of the Master Servicer, the Subservicer, if any, the Trustee and
Certificateholders, claims to the Insurer under any Primary
Insurance Policies, in a timely manner in accordance with such
policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be necessary to permit recovery under
any Primary Insurance Policies respecting defaulted Mortgage
Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected
by or remitted to the Master Servicer under any Primary Insurance
Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for
each Mortgage Loan (other than a Cooperative Loan) fire insurance
with extended coverage in an amount which is equal to the lesser
of the principal balance owing on such Mortgage Loan or 100
percent of the insurable value of the improvements; provided,
however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer
shall replace any Subservicer that does not cause such insurance,
to the extent it is available, to be maintained. The Master
Servicer shall also cause to be maintained on property acquired
upon foreclosure, or deed in lieu of foreclosure, of any Mortgage
Loan (other than a Cooperative Loan), fire insurance with
extended
coverage in an amount which is at least equal to the amount
necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to
Section 3.07, any amounts collected by the Master Servicer under
any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing
procedures)
shall be deposited in the Custodial Account, subject to
withdrawal
pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the
purpose of calculating monthly distributions to
Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan
so permit. Such costs shall be recoverable by the Master
Servicer
out of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such
additional
insurance. When the improvements securing a Mortgage Loan (other
than a Cooperative Loan) are located at the time of origination
of
such Mortgage Loan in a federally designated special flood hazard
area, the Master Servicer shall cause flood insurance (to the
extent available) to be maintained in respect thereof. Such
flood
insurance shall be in an amount equal to the lesser of (i) the
amount required to compensate for any loss or damage to the
Mortgaged Property on a replacement cost basis and (ii) the
maximum amount of such insurance available for the related
Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it
shall conclusively be deemed to have satisfied its obligations as
set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible
clause, in which case the Master Servicer shall, in the event
that
there shall not have been maintained on the related Mortgaged
Property a policy complying with the first sentence of this
Section 3.12(a) and there shall have been a loss which would have
been covered by such policy, deposit in the Certificate Account
the amount not otherwise payable under the blanket policy because
of such deductible clause. Any such deposit by the Master
Servicer shall be made on the Certificate Account Deposit Date
next preceding the Distribution Date which occurs in the month
following the month in which payments under any such policy would
have been deposited in the Custodial Account. In connection with
its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to present, on behalf of
itself,
the Trustee and Certificateholders, claims under any such blanket
policy.
(b) The Master Servicer shall obtain and maintain at its
own expense and keep in full force and effect throughout the term
of this Agreement a blanket fidelity bond and an errors and
omissions insurance policy covering the Master Servicer's
officers
and employees and other persons acting on behalf of the Master
Servicer in connection with its activities under this Agreement.
The amount of coverage shall be at least equal to the coverage
that would be required by FNMA or FHLMC, whichever is greater,
with respect to the Master Servicer if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA or FHLMC.
In the event that any such bond or policy ceases to be in effect,
the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the
requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond
obtained by an Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy the
requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or Subservicer, to the extent it
has knowledge of such conveyance, shall enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely
affect
or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to
be in default under this Section 3.13(a) by reason of any
transfer or assumption which the Master Servicer is
restricted by law from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.13(a), in
any case in which a Mortgaged Property is to be conveyed to a
Person by a Mortgagor, and such Person is to enter into an
assumption or modification agreement or supplement to the
Mortgage
Note or Mortgage which requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the
Master Servicer is authorized, subject to the requirements of the
sentence next following, to execute and deliver, on behalf of the
Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms
of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the
Mortgaged Property to such Person; provided, however, none of
such
terms and requirements shall both constitute a "significant
modification" effecting an exchange or reissuance of such
Mortgage
Loan under the Code (or final, temporary or proposed Treasury
Regulations promulgated thereunder) and cause the REMIC to fail
to
qualify as such under the Code. The Master Servicer shall
execute
and deliver such documents only if it reasonably determines that
(i) its execution and delivery thereof will not conflict with or
violate any terms of this Agreement or cause the unpaid balance
and interest on the Mortgage Loan to be uncollectible in whole or
in part, (ii) any required consents of insurers under any
Required
Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer
(A) the Mortgage Loan will continue to be secured by a first
mortgage lien pursuant to the terms of the Mortgage, (B) such
transaction will not adversely affect the coverage under any
Required Insurance Policies, (C) the Mortgage Loan will fully
amortize over the remaining term thereof, (D) no material term of
the Mortgage Loan (including the interest rate on the Mortgage
Loan) will be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the Mortgaged
Property
is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's
good faith determination) adversely affect the collectability of
the Mortgage Loan. Upon receipt of appropriate instructions from
the Master Servicer in accordance with the foregoing, the Trustee
shall execute any necessary instruments for such assumption or
substitution of liability as directed by the Master Servicer.
Upon the closing of the transactions contemplated by such
documents, the Master Servicer shall cause the originals or true
and correct copies of the assumption agreement, the release (if
any), or the modification or supplement to the Mortgage Note or
Mortgage to be delivered to the Trustee or the Custodian and
deposited with the Mortgage File for such Mortgage Loan. Any fee
collected by the Master Servicer or such related Subservicer for
entering into an assumption or substitution of liability
agreement
will be retained by the Master Servicer or such Subservicer as
additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as
the case may be, shall be entitled to approve a request from a
Mortgagor for a partial release of the related Mortgaged
Property,
the granting of an easement thereon in favor of another Person,
any alteration or demolition of the related Mortgaged Property or
other similar matters if it has determined, exercising its good
faith business judgment in the same manner as it would if it were
the owner of the related Mortgage Loan, that the security for,
and
the timely and full collectability of, such Mortgage Loan would
not be adversely affected thereby and that the REMIC would not
fail to continue to qualify as a REMIC under the Code as a result
thereof. Any fee collected by the Master Servicer or the related
Subservicer for processing such a request will be retained by the
Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions
of this Agreement, the Trustee and Master Servicer shall be
entitled to approve an assignment in lieu of satisfaction with
respect to any Mortgage Loan, provided the obligee with respect
to
such Mortgage Loan following such proposed assignment provides
the
Trustee and Master Servicer with a "Lender Certification for
Assignment of Mortgage Loan" in the form attached hereto as
Exhibit O, in form and substance satisfactory to the Trustee and
Master Servicer, providing the following: (i) that the Mortgage
Loan is secured by Mortgaged Property located in a jurisdiction
in
which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording
taxes
or otherwise comply with, or facilitate a refinancing under, the
laws of such jurisdiction; (ii) that the substance of the
assignment is, and is intended to be, a refinancing of such
Mortgage Loan and that the form of the transaction is solely to
comply with, or facilitate the transaction under, such local
laws;
(iii) that the Mortgage Loan following the proposed assignment
will have a rate of interest at least 0.25 percent below or above
the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iv) that such assignment is at the request of
the
borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage
Loan, the Master Servicer shall receive cash in an amount equal
to
the unpaid principal balance of and accrued interest on such
Mortgage Loan and the Master Servicer shall treat such amount as
a
Principal Prepayment in Full with respect to such Mortgage Loan
for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or
otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. In connection with
such foreclosure or other conversion, the Master Servicer shall,
consistent with Section 3.11, follow such practices and
procedures
as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall
be
required or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect hereunder if
the Master Servicer is acting in connection with any such
foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds in
connection with any foreclosure, or attempted foreclosure which
is
not completed, or towards the restoration of any property unless
it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan to
Holders of Certificates of one or more Classes after
reimbursement
to itself for such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have
priority
for purposes of withdrawals from the Custodial Account pursuant
to
Section 3.10, whether or not such expenses are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds
or REO Proceeds). In the event of a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of its funds so expended
pursuant to Section 3.10. Concurrently with the foregoing, the
Master Servicer may pursue any remedies that may be available in
connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections
2.03
and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master Servicer
determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of
all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may be, the related Mortgage Loan, and
thereafter such Mortgage Loan shall not be part of the Trust
Fund.
Notwithstanding the foregoing or any other provision of this
Agreement, in the Master Servicer's sole discretion with respect
to any defaulted Mortgage Loan or REO Property as to either of
the
following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with
the related defaulted Mortgage Loan or REO Property have been
received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss,
the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO
Property.
(b) In the event that title to any Mortgaged Property is
acquired by the Trust Fund as an REO Property by foreclosure or
by
deed in lieu of foreclosure, the deed or certificate of sale
shall
be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of
title
and cancellation of the related Mortgage Loan, such REO Property
shall (except as otherwise expressly provided herein) be
considered to be an Outstanding Mortgage Loan held in the Trust
Fund until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be
an Outstanding Mortgage Loan it shall be assumed that,
notwithstanding that the indebtedness evidenced by the related
Mortgage Note shall have been discharged, such Mortgage Note and
the related amortization schedule in effect at the time of any
such acquisition of title (after giving effect to any previous
Curtailments and before any adjustment thereto by reason of any
bankruptcy or similar proceeding or any moratorium or similar
waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO
Property as aforesaid or otherwise in connection with a default
or
imminent default on a Mortgage Loan, the Master Servicer shall
dispose of such REO Property within two years after its
acquisition by the Trust Fund for purposes of Section 860G(a)(8)
of the Code or, at the expense of the Trust Fund, request, more
than 60 days before the day on which the two-year grace period
would otherwise expire, an extension of the two-year grace period
unless the Master Servicer obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee and the Master Servicer, to the
effect that the holding by the Trust Fund of such REO Property
subsequent to such two-year period will not result in the
imposition of taxes on "prohibited transactions" as defined in
Section 860F of the Code or cause the REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding, in
which case the Trust Fund may continue to hold such REO Property
(subject to any conditions contained in such Opinion of Counsel).
The Master Servicer shall be entitled to be reimbursed from the
Custodial Account for any costs incurred in obtaining such
Opinion
of Counsel, as provided in Section 3.10. Notwithstanding any
other provision of this Agreement, no REO Property acquired by
the
Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used by or on behalf of the Trust Fund in such a
manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code or (ii) subject the
Trust Fund to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes imposed
by reason of Section 860G(c) of the Code, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund
with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery
resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order
of priority: first, to reimburse the Master Servicer or the
related Subservicer in accordance with Section 3.10(a)(ii);
second, to the Certificateholders and the Owner of the Excess
Spread to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate to the Due Date prior to the Distribution Date on
which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage
Loan
(or REO Property); fourth, to all Servicing Fees and Subservicing
Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with
respect
to such fees which result from the foregoing allocation); and
fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately
notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all
amounts received or to be received in connection with such
payment
which are required to be deposited in the Custodial Account
pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of
such certification and request, the Trustee shall promptly
release, or cause the Custodian to release, the related Mortgage
File to the Master Servicer. The Master Servicer is authorized
to
execute and deliver to the Mortgagor the request for
reconveyance,
deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred in connection with
any
instrument of satisfaction or deed of reconveyance shall be
chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the Master
Servicer
shall deliver to the Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit H hereto, requesting that possession of
all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any
insurance coverage provided in respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing,
the
Trustee shall deliver, or cause the Custodian to deliver, the
Mortgage File or any document therein to the Master Servicer.
The
Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan
has
been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or
(ii)
the Mortgage File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public trustee or
other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-
judicially, and the Master Servicer has delivered directly or
through a Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the
Request for Release with respect thereto to the Master Servicer
upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the Trustee's
behalf shall execute and deliver to the Master Servicer, if
necessary, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or
Mortgage
or otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Master
Servicer shall deliver to the Trustee a certificate of a
Servicing
Officer requesting that such pleadings or documents be executed
by
the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery
thereof
by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect
the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii),
(iv),
(v) and (vi) of Section 3.10(a), subject to clause (e) below.
The
amount of servicing compensation provided for in such clauses
shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis.
In the event that Liquidation Proceeds, Insurance Proceeds and
REO
Proceeds (net of amounts reimbursable therefrom pursuant to
Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO
Disposition exceed the unpaid principal balance of such Mortgage
Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer
shall be entitled to retain therefrom and to pay to itself and/or
the related Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment charges,
investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to the extent provided herein,
subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or
cause to be paid, all expenses incurred by it in connection with
its servicing activities hereunder (including payment of premiums
for the Primary Insurance Policies, if any, to the extent such
premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be transferred in whole or in part except in
connection with the transfer of all of its responsibilities and
obligations of the Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the
amount of servicing compensation that the Master Servicer shall
be
entitled to receive for its activities hereunder for the period
ending on each Distribution Date shall be reduced (but not below
zero) by an amount equal to Compensating Interest (if any) for
such Distribution Date. Such reduction shall be applied during
such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master Servicer is entitled
pursuant
to Section 3.10(a)(iii); second, to any income or gain realized
from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third,
to any amounts of servicing compensation to which the Master
Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In
making such reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing all or a
portion of the Servicing Fee to which it is entitled pursuant to
Section 3.10(a)(iii); (ii) will not withdraw from the Custodial
Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not
withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section
3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date,
the Master Servicer shall forward to the Trustee and the Company
a
statement, certified by a Servicing Officer, setting forth the
status of the Custodial Account as of the close of business on
such Distribution Date as it relates to the Mortgage Loans and
showing, for the period covered by such statement, the aggregate
of deposits in or withdrawals from the Custodial Account in
respect of the Mortgage Loans for each category of deposit
specified in Section 3.07 and each category of withdrawal
specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the
Trustee on or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after the Cut-off
Date, an Officers' Certificate stating, as to each signer
thereof,
that (i) a review of the activities of the Master Servicer during
the preceding calendar year and of its performance under the
pooling and servicing agreements, including this Agreement, has
been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master
Servicer has fulfilled all of its material obligations in all
material respects throughout such year, or, if there has been a
default in the fulfillment in all material respects of any such
obligation relating to this Agreement, specifying each such
default known to such officer and the nature and status thereof
and (iii) to the best of such officers' knowledge, each
Subservicer has fulfilled its material obligations under its
Subservicing Agreement in all material respects, or if there has
been a material default in the fulfillment of such obligations
relating to this Agreement, specifying such default known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the first
March 31 that occurs at least six months after the Cut-off Date,
the Master Servicer at its expense shall cause a firm of
Independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement
to the Company and the Trustee to the effect that such firm has
examined certain documents and records relating to the servicing
of the mortgage loans under pooling and servicing agreements
(including this Agreement) substantially similar one to another
(such statement to have attached thereto a schedule setting forth
the pooling and servicing agreements covered thereby, including
this Agreement) and that, on the basis of such examination
conducted substantially in compliance with the Uniform Single
Audit Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, such servicing has been conducted
in
compliance with such pooling and servicing agreements except for
such significant exceptions or errors in records that, in the
opinion of such firm, the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC requires it to report. In rendering such statement, such
firm may rely, as to matters relating to direct servicing of
mortgage loans by Subservicers, upon comparable statements for
examinations conducted substantially in compliance with the
Uniform Single Audit Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC (rendered within one
year
of such statement) of Independent public accountants with respect
to the related Subservicer. For purposes of such statement, such
firm may conclusively assume that all pooling and servicing
agreements among the Company, the Master Servicer and the Trustee
relating to Mortgage Pass-Through Certificates evidencing an
interest in first mortgage loans are substantially similar one to
another except for any such pooling and servicing agreement
which,
by its terms, specifically states otherwise.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon
reasonable notice, during normal business hours access to all
records maintained by the Master Servicer in respect of its
rights
and obligations hereunder and access to officers of the Master
Servicer responsible for such obligations. Upon request, the
Master Servicer shall furnish the Company with its most recent
financial statements and such other information as the Master
Servicer possesses regarding its business, affairs, property and
condition, financial or otherwise. The Master Servicer shall
also
cooperate with all reasonable requests for information including,
but not limited to, notices, tapes and copies of files, regarding
itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The
Company may, but is not obligated to, enforce the obligations of
the Master Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder or exercise the rights of the
Master Servicer hereunder; provided that the Master Servicer
shall
not be relieved of any of its obligations hereunder by virtue of
such performance by the Company or its designee. The Company
shall not have any responsibility or liability for any action or
failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown Funds in an account that
satisfies the requirements for a Subservicing Account (the
"Buydown Account"). The Master Servicer shall cause the
Subservicing Agreement to require that upon receipt from the
Mortgagor of the amount due on a Due Date for each Buydown
Mortgage Loan, the Subservicer will withdraw from the Buydown
Account the predetermined amount that, when added to the amount
due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of
the Subservicing Agreement to the Master Servicer together with
the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays
such loan in its entirety during the period (the "Buydown
Period")
when Buydown Funds are required to be applied to such Buydown
Mortgage Loan, the Subservicer shall be required to withdraw from
the Buydown Account and remit any Buydown Funds remaining in the
Buydown Account in accordance with the related buydown agreement.
The amount of Buydown Funds which may be remitted in accordance
with the related buydown agreement may reduce the amount required
to be paid by the Mortgagor to fully prepay the related Mortgage
Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on
such Mortgage Loan during the Buydown Period and the property
securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any
related Primary Insurance Policy), the Subservicer shall be
required to withdraw from the Buydown Account the Buydown Funds
for such Buydown Mortgage Loan still held in the Buydown Account
and remit the same to the Master Servicer in accordance with the
terms of the Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay to the
insurer under any related Primary Insurance Policy if the
Mortgaged Property is transferred to such insurer and such
insurer
pays all of the loss incurred in respect of such default. Any
amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate Account in which the Master
Servicer shall cause to be deposited on behalf of the Trustee on
or before 2:00 P.M. New York time on each Certificate Account
Deposit Date by wire transfer of immediately available funds an
amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a),
(iii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all
other amounts constituting the Available Distribution Amount for
the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the
Master Servicer, invest or cause the institution maintaining the
Certificate Account to invest the funds in the Certificate
Account
in Permitted Investments designated in the name of the Trustee
for
the benefit of the Certificateholders, which shall mature not
later than the Business Day next preceding the Distribution Date
next following the date of such investment (except that (i) any
investment in the institution with which the Certificate Account
is maintained may mature on such Distribution Date and (ii) any
other investment may mature on such Distribution Date if the
Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on
such Distribution Date, pending receipt thereof to the extent
necessary to make distributions on the Certificates) and shall
not
be sold or disposed of prior to maturity. Subject to Section
3.16(e), all income and gain realized from any such investment
shall be for the benefit of the Master Servicer and shall be
subject to its withdrawal or order from time to time. The amount
of any losses incurred in respect of any such investments shall
be
deposited in the Certificate Account by the Master Servicer out
of
its own funds immediately as realized without any right of
reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date the Master Servicer on
behalf of the Trustee or the Paying Agent appointed by the
Trustee, shall distribute to the Owner of the Excess Spread, a
distribution thereof pursuant to Section 4.02(a)(i), to the
Master
Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master
Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and
to
each Certificateholder of record on the next preceding Record
Date
(other than as provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder
at
a bank or other entity having appropriate facilities therefor, if
such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder
has not so notified the Master Servicer or the Paying Agent by
the
Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the
Percentage Interests represented by Certificates of the
applicable
Class held by such Holder) of the following amounts, in the
following order of priority (subject to the provisions of Section
4.02(b)), in each case to the extent of the Available
Distribution
Amount:
(i) to the Class A Certificateholders (other than
the Class A-7 Certificateholders), Class R
Certificateholders and the Owner of the Excess Spread, on a
pro rata basis based on Accrued Certificate Interest payable
on such Certificates and the amount of Excess Spread with
respect to such Distribution Date, Accrued Certificate
Interest on such Classes of Certificates and such Excess
Spread, as applicable, for such Distribution Date, plus any
Accrued Certificate Interest thereon or Excess Spread
remaining unpaid from any previous Distribution Date except
as provided in the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-7 Certificateholders, the
Class A-7 Principal Distribution Amount; and
(Y) to the Class A Certificateholders
(other than Class A-7 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set forth
in Section 4.02(b)(ii) and Section 4.02(c), the sum of the
following (applied to reduce the Certificate Principal
Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each
Monthly Payment due during the related Due
Period on each Outstanding Mortgage Loan
(other than the related Discount Fraction of
the principal portion of such payment with
respect to a Discount Mortgage Loan), whether
or not received on or prior to the related
Determination Date, minus the principal
portion of any Debt Service Reduction (other
than the related Discount Fraction of the
principal portion of such Debt Service
Reductions with respect to each Discount
Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04
or 4.07 and the amount of any shortfall
deposited in the Custodial Account in
connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period (other
than the related Discount Fraction of such
Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and
amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage
Loan described in Section 4.02(a)(ii)(Y)(B),
including without limitation Insurance
Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section 3.07(b))
to the extent applied by the Master Servicer
as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (other
than the related Discount Fraction of the
principal portion of such unscheduled,
collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for
which a Cash Liquidation or a REO Disposition
occurred during the related Prepayment Period (or
was deemed to have occurred during such period in
accordance with Section 3.07(b)) and did not result
in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the
Senior Percentage for such Distribution Date times
the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such
Stated Principal Balance, with respect to a Discount
Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date
times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by
the Master Servicer as recoveries of principal of
the related Mortgage Loan pursuant to Section 3.14
(in each case other than the portion of such
unscheduled collections, with respect to a Discount
Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment
Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments,
with respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount
for such Distribution Date;
(E) any amounts described in subsection
(ii)(Y), clauses (A), (B) and (C) of this Section
4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of
amounts previously distributed pursuant to this
clause (E) to the extent that such amounts are not
attributable to Realized Losses which have been
allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of
the Class M Certificates and Class B Certificates have not
been reduced to zero, to the Master Servicer or a
Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(v) to the Holders of the Class M-1
Certificates, an amount equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates
for such Distribution Date, minus (y) the amount of any
Class A-7 Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of
the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(vii) to the Holders of the Class M-2 Certifi-
cates, an amount equal to the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date, minus (y) the amount of any Class A-7
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii)
and (xv) are insufficient therefor, applied in reduction of
the Certificate Principal Balance of the Class M-2
Certificates;
(viii) to the Holders of the Class M-3
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii) and
(xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii) and (xv)
are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2
Certificates, an amount equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates
for such Distribution Date minus (y) the amount of any Class
A-7 Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Section 4.02(a)(xv) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xv) to the Holders of the Class B-3 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-7
Collection Shortfalls remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and
Class R Certificateholders in the priority set forth in
Section 4.02(b), the portion, if any, of the Available
Distribution Amount remaining after the foregoing
distributions, applied to reduce the Certificate Principal
Balances of such Class A and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate
Principal Balances of each such Class of Class A and Class R
Certificates, and thereafter, to each Class of Class M
Certificates then outstanding beginning with such Class with
the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired,
applied to reduce the Certificate Principal Balance of each
such Class of Class M Certificates, but in no event more
than the outstanding Certificate Principal Balance of each
such Class of Class M Certificates; and thereafter to each
such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution
Amount remaining after the Class M Certificates have been
retired, applied to reduce the Certificate Principal Balance
of each such Class of Class B Certificates, but in no event
more than the outstanding Certificate Principal Balance of
each such Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the
balance, if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date,
with respect to the Class of Class B Certificates outstanding on
such Distribution Date with the highest numerical designation, or
in the event the Class B Certificates are no longer outstanding,
the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B
Certificates and Class M Certificates are no longer outstanding,
the Class A and Class R Certificates, Accrued Certificate
Interest
thereon remaining unpaid and Excess Spread remaining unpaid from
any previous Distribution Date will be distributable only to the
extent that such unpaid Accrued Certificate Interest or Excess
Spread was attributable to interest shortfalls relating to
Nonrecoverable Advances as determined by the Master Servicer with
respect to the related Mortgage Loan where such Mortgage Loan has
not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A
Certificates and Class R Certificates on each Distribution Date
occurring prior to the occurrence of the Credit Support Depletion
Date will be made as follows:
(i) first, to the Class A-7 Certificates,
until the Certificate Principal Balance thereof is reduced
to zero, an amount (the "Class A-7 Principal Distribution
Amount") equal to the aggregate of:
(A) the related Discount Fraction of the
principal portion of each Monthly Payment on each
Discount Mortgage Loan due during the related Due
Period, whether or not received on or prior to the
related Determination Date, minus the Discount
Fraction of the principal portion of any related
Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the
principal portion of all unscheduled collections on
each Discount Mortgage Loan received during the
preceding calendar month (other than amounts
received in connection with a Cash Liquidation or
REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including deemed repurchases under Section 3.07(b))
of Discount Mortgage Loans (or, in the case of a
substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall
deposited in the Custodial Account in connection
with such substitution);
(C) in connection with the Final Disposition
of a Discount Mortgage Loan that did not result in
any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal
Balance of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage
Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to
clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class A-7 Collection
Shortfalls for such Distribution Date and the amount
of any Class A-7 Collection Shortfalls remaining
unpaid for all previous Distribution Dates, but only
to the extent of the Eligible Funds for such
Distribution Date;
(ii) second, the balance, if any, of the Senior
Principal Distribution Amount shall be distributed as
follows:
(A) first, to the Class R Certificates, until the
Certificate Principal Balance thereof has been
reduced to zero;
(B) second, 87.6020908200% and 12.3979091800% of
such amount, concurrently, to the Class A-1
Certificates and the Class A-3 Certificates, until
the Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero;
(C) third, 87.4306733500% and 12.5693266500% of
such amount, concurrently, to the Class A-2
Certificates and the Class A-3 Certificates, until
the Certificate Principal Balance of the Class A-2
Certificates has been reduced to zero;
(D) fourth, 25.0381467610% and 74.9618532390% of
such amount, concurrently, to the Class A-3
Certificates and the Class A-4 Certificates, until
the Certificate Principal Balances thereof have been
reduced to zero;
(E) fifth, to the Class A-5 Certificates, until
the Certificate Principal Balance thereof has been
reduced to zero; and
(F) sixth, to the Class A-6 Certificates, until
the Certificate Principal Balance thereof has been
reduced to zero.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities relating to distributions as
described above in respect of principal among the various classes
of Senior Certificates (other than the Class A-7 Certificates)
will be disregarded and an amount equal to the Discount Fraction
of the principal portion of scheduled or unscheduled payments
received or advanced in respect of Discount Mortgage Loans will
be
distributed to the Class A-7 Certificates and the Senior
Principal
Distribution Amount will be distributed among all classes of
Senior Certificates (other than the Class A-7 Certificates) pro
rata in accordance with their respective outstanding Certificate
Principal Balances.
(d) In addition to the foregoing distributions, with
respect to any Mortgage Loan that was previously the subject of a
Cash Liquidation or an REO Disposition that resulted in a
Realized
Loss, in the event that within two years of the date on which
such
Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes
to
represent subsequent recoveries (net of any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically related to
such
Mortgage Loan (including, but not limited to, recoveries in
respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized
Loss was allocated or to the Owner of the Excess Spread, if
applicable, (with the amounts to be distributed allocated among
such Classes and the Excess Spread in the same proportions as
such
Realized Loss was allocated), subject to the following: No such
distribution shall be in an amount that would result in total
distributions in respect of Excess Spread or on the Certificates
of any such Class in excess of the total amounts of principal and
interest that would have been distributable thereon if such Cash
Liquidation or REO Disposition had occurred but had resulted in a
Realized Loss equal to zero. Notwithstanding the foregoing, no
such distribution shall be made with respect to the Excess Spread
or the Certificates of any Class to the extent that either (i)
such Excess Spread or Class was protected against the related
Realized Loss pursuant to any instrument or fund established
under
Section 11.01(e) or (ii) such Excess Spread or Class of
Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other
instruments representing interests therein have been issued in
one
or more classes, and any of such separate certificates or other
instruments was protected against the related Realized Loss
pursuant to any limited guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any
amount to be so distributed with respect to the Certificates of
any Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately
preceding the date of such distribution, on a pro rata basis
based
on the Percentage Interest represented by each Certificate of
such
Class as of such Record Date. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage
Loans that are no longer assets of the Trust Fund.
(e) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof,
and the Depository shall be responsible for crediting the amount
of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or
"indirect participating firm") for which it acts as agent. Each
brokerage firm shall be responsible for disbursing funds to the
Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall
have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution with
respect
to any Class of Certificates will be made on the next
Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after
such Determination Date, mail on such date to each Holder of such
Class of Certificates a notice to the effect that: (i) the
Trustee
anticipates that the final distribution with respect to such
Class
of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the
office
of the Trustee or as otherwise specified therein, and (ii) no
interest shall accrue on such Certificates from and after the end
of the prior calendar month. In the event that
Certificateholders
required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with
respect to such Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the benefit
of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date
the
Master Servicer shall forward to the Trustee and the Trustee
shall
forward by mail to each Holder, the Owner of the Excess Spread
and
the Company a statement setting forth the following information
as
to the Excess Spread and each Class of Certificates to the extent
applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate
amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of
such Class of Certificates allocable to interest and to the
Owner of the Excess Spread;
(iii) if the distribution to the Holders of such
Class of Certificates or such Owner is less than the full
amount that would be distributable to such Holders or Owner
if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master
Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal
Balance of the Mortgage Loans after giving effect to the
distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance
of
each Class of Certificates, and each of the Senior, Class M
and Class B Percentages, after giving effect to the amounts
distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses
other than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal
Distribution Amount and Prepayment Distribution Percentage,
if applicable;
(viii) on the basis of the most recent reports
furnished to it by Subservicers, the number and aggregate
principal balances of Mortgage Loans that are delinquent (A)
one month, (B) two months and (C) three months and the
number and aggregate principal balance of Mortgage Loans
that are in foreclosure;
(ix) the number, aggregate principal balance and
book value of any REO Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such
Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount
and Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the
calculation of such amounts;
(xii) the weighted average Spread Rate for such
Distribution Date;
(xiii) the occurrence of the Credit Support
Depletion Date;
(xiv) the Senior Accelerated Distribution
Percentage applicable to such distribution;
(xv) the Senior Percentage for such Distribution
Date;
(xvi) the aggregate amount of Realized Losses
for such Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to
maturity of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon
reasonable request, such additional information as is reasonably
obtainable by the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare, or cause
to
be prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Owner of
the Excess Spread or the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated
for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be
provided
by the Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare, or cause
to
be prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Holder of
a Class R Certificate, a statement containing the applicable
distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class R Certificate.
Such obligation of the Master Servicer shall be deemed to have
been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to
any requirements of the Code.
(d) Upon the written request of any Certificateholder,
the Master Servicer, as soon as reasonably practicable, shall
provide the requesting Certificateholder with such information as
is necessary and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master
Servicer.
(a) Prior to the close of business on the Business Day
next succeeding each Determination Date, the Master Servicer
shall
furnish a written statement to the Trustee, any Paying Agent and
the Company (the information in such statement to be made
available to Certificateholders and the Owner of the Excess
Spread
by the Master Servicer on request) setting forth (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 and the Excess Spread
required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution
Date as part of the Advance made by the Master Servicer pursuant
to this Section 4.04. The amount of any reimbursement pursuant
to
Section 4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments
due but delinquent for previous Due Periods, which allocation
shall be made, to the extent practicable, to Monthly Payments
which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to
the Master Servicer from recoveries on related Mortgage Loans
pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by
a
certificate of a Servicing Officer delivered to the Seller and
the
Trustee.
In the event that the Master Servicer determines as of the
Business Day preceding any Certificate Account Deposit Date that
it will be unable to deposit in the Certificate Account an amount
equal to the Advance required to be made for the immediately
succeeding Distribution Date, it shall give notice to the Trustee
of its inability to advance (such notice may be given by
telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion of such amount that it will
be unable to deposit. Not later than 3:00 P.M., New York time,
on
the Certificate Account Deposit Date the Trustee shall, unless by
12:00 Noon, New York time, on such day the Trustee shall have
been
notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master
Servicer shall have given notice pursuant to the preceding
sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this
Agreement
in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal
to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to
this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that
resulted from any Cash Liquidation, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period. The amount of each Realized Loss
shall
be evidenced by an Officers' Certificate. All Realized Losses,
other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class M-3
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fifth, to the Class M-2 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and,
thereafter, if such Realized Losses are on a Discount Mortgage
Loan, to the Class A-7 Certificates, in an amount equal to the
Discount Fraction of the principal portion thereof, and the
remainder of such Realized Losses and the entire amount of such
Realized Losses on Non-Discount Mortgage Loans among all the
Class
A Certificates (other than the Class A-7 Certificates), Class R
Certificates and, in respect of the interest portion of such
Realized Losses, the Excess Spread, on a pro rata basis, as
described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses
on
Non-Discount Mortgage Loans will be allocated among the Class A
(other than the Class A-7 Certificates), Class M, Class B and
Class R Certificates, and, in respect of the interest portion of
such Realized Losses, the Excess Spread, on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro
rata basis" among two or more specified Classes of Certificates
and the Excess Spread means an allocation on a pro rata basis,
among the various Classes so specified and the Excess Spread, to
each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect
to distributions to be made on such Distribution Date in the case
of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon or amount of Excess Spread
payable on such Distribution Date (without regard to any
Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the
following sentence, any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to a Class
of
Certificates shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated, which allocation
shall
be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other
than
Debt Service Reductions) to the Class B Certificates or, after
the
Certificate Principal Balances of the Class B Certificates have
been reduced to zero, to the Class of Class M Certificates then
outstanding with the highest numerical designation shall be made
by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a).
Allocations of the interest portions of Realized Losses shall be
made by operation of the definition of "Accrued Certificate
Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions
shall be made by operation of the provisions of Section 4.02(a).
All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates
of
such Class in proportion to the Percentage Interests evidenced
thereby.
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall file
information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of
foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness
income with respect to any Mortgaged Property required by
Sections
6050H, 6050J and 6050P, respectively, of the Code, and deliver to
the Trustee an Officers' Certificate on or before March 31 of
each
year stating that such reports have been filed. Such reports
shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90
days or more, the Master Servicer may, at its option, purchase
such Mortgage Loan from the Trustee at the Purchase Price
therefor. If at any time the Master Servicer makes a payment to
the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating
that
the amount of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan,
and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or
the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master
Servicer
shall continue to service any such Mortgage Loan after the date
of
such purchase in accordance with the terms of this Agreement and,
if any Realized Loss with respect to such Mortgage Loan occurs,
allocate such Realized Loss in accordance with the terms hereof
as
if such Mortgage Loan had not been so purchased. For purposes of
this Agreement, a payment of the Purchase Price by the Master
Servicer pursuant to this Section 4.07 will be viewed as an
advance and any Realized Loss shall be recoverable pursuant to
the
provisions for the recovery of advances as set forth herein.
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R
Certificates, respectively, shall be substantially in the forms
set forth in Exhibits A, B, C and D and shall, on original issue,
be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Certificates,
other than the Class R Certificates, shall be issuable in minimum
dollar denominations of $25,000 (or $250,000 in the case of the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates) and integral multiples of $1 (in the case of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class
A-
6 Certificates) and $1,000 (in the case of all other Classes of
Certificates) in excess thereof, except that one Certificate of
each of the Class A-7, Class M-2, 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-7 $ 25,148.36
Class M-2 $250,500.00
Class M-3 $250,500.00
Class B-2 $250,200.00
Class B-3 $250,917.39
The Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest;
provided, however, that one Class R Certificate will be issuable
to Residential Funding as "tax matters person" pursuant to
Section
10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee.
Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this
Agreement,
or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the
form provided for herein executed by the Certificate Registrar by
manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.
All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-7
Certificates, shall initially be issued as one or more
Certificates registered in the name of the Depository or its
nominee and, except as provided below, registration of such
Certificates may not be transferred by the Trustee except to
another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein.
The Certificate Owners shall hold their respective Ownership
Interests in and to each of the Class A Certificates, other than
the Class A-7 Certificates, through the book-entry facilities of
the Depository and, except as provided below, shall not be
entitled to Definitive Certificates in respect of such Ownership
Interests. All transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates
shall be made in accordance with the procedures established by
the
Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall transfer
the
Ownership Interests only in the Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Company may for all
purposes (including the making of payments due on the respective
Classes of Book-Entry Certificates) deal with the Depository as
the authorized representative of the Certificate Owners with
respect to the respective Classes of Book-Entry Certificates for
the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the
respective Classes of Book-Entry Certificates shall be limited to
those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any
Class of Book-Entry Certificates with respect to any particular
matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may
establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders
and
shall give notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge
its responsibilities as Depository and (B) the Company is unable
to locate a qualified successor or (ii) the Company at its option
advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository, the Trustee shall
notify
all Certificate Owners, through the Depository, of the occurrence
of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue
the Definitive Certificates. Neither the Company, the Master
Servicer nor the Trustee shall be liable for any actions taken by
the Depository or its nominee, including, without limitation, any
delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.
Upon
the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Company in
connection with the issuance of the Definitive Certificates
pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master
Servicer shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
Section 5.02. Registration of Transfer
and Exchange of Certificates and
Restrictions on Transfer of Excess Spread.
(a) The Trustee shall cause to be kept at one of the
offices or agencies to be appointed by the Trustee in accordance
with the provisions of Section 8.12 a Certificate Register in
which, subject to such reasonable regulations as it may
prescribe,
the Trustee shall provide for the registration of Certificates
and
of transfers and exchanges of Certificates as herein provided.
The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges
of
Certificates as herein provided. The Certificate Registrar, or
the Trustee, shall provide the Master Servicer with a certified
list of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for
such purpose pursuant to Section 8.12 and, in the case of any
Class M, Class B or Class R Certificate, upon satisfaction of the
conditions set forth below, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new
Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders,
Certificates may be exchanged for other Certificates of
authorized
denominations of a like Class and aggregate Percentage Interest,
upon surrender of the Certificates to be exchanged at any such
office or agency. Whenever any Certificates are so surrendered
for exchange the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such
Class which the Certificateholder making the exchange is entitled
to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by
a
written instrument of transfer in form satisfactory to the
Trustee
and the Certificate Registrar duly executed by, the Holder
thereof
or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a
Class B Certificate shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said Act and laws. In the event that a transfer of a Class B
Certificate is to be made either (i)(A) the Trustee shall require
a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such
transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act and laws, which
Opinion
of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer and (B) the Trustee shall require the
transferee to execute a representation letter, substantially in
the form of Exhibit J hereto, and the Trustee shall require the
transferor to execute a representation letter, substantially in
the form of Exhibit K hereto, each acceptable to and in form and
substance satisfactory to the Company and the Trustee certifying
to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of
the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an
investment letter substantially in the form of Exhibit L attached
hereto (or such other form as the Company in its sole discretion
deems acceptable), which investment letter shall not be an
expense
of the Trustee, the Company or the Master Servicer, and which
investment letter states that, among other things, such
transferee
(A) is a "qualified institutional buyer" as defined under Rule
144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and
(B) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act
of 1933, as amended, provided by Rule 144A. The Holder of any
such
Certificate desiring to effect any such transfer, sale, pledge or
other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate
Registrar against any liability that may result if the transfer,
sale, pledge or other disposition is not so exempt or is not made
in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R
Certificate presented for registration in the name of an employee
benefit plan or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security Act of
1974,
as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments) or any Person (including
an investment manager, a named fiduciary or a trustee of any such
plan) who is using "plan assets" of any such plan to effect such
acquisition, unless otherwise directed by the Company, the
Trustee
shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master
Servicer to the effect that the purchase or holding of a Class M,
Class B or Class R Certificate is permissible under applicable
law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code, and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master
Servicer. The Trustee may (unless otherwise directed by the
Company) require that any prospective transferee of a Class M,
Class B or Class R Certificate provide 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, or any Person
(including an investment manager, a named fiduciary or a trustee
of any such plan) who is using "plan assets" of any such plan to
effect such acquisition.
(f) (i) Each Person who has or who acquires any
Ownership Interest in a Class R Certificate shall be deemed by
the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause
(iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with any such
sale. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of
any Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the
Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from
the proposed Transferee, in form and substance satisfactory
to the Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as
a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will
endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(g) and agrees
to be bound by them, and (II) a certificate, in the form
attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the
proposed Transfer is to impede the assessment or collection
of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the Trustee
who is assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require
a Transfer Affidavit and Agreement from any other Person to
whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is
holding an Ownership Interest in a Class R Certificate on
behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class
R Certificate only if it shall have received the Transfer
Affidavit and Agreement, a certificate of the Holder requesting
such transfer in the form attached hereto as Exhibit I-2 and all
of such other documents as shall have been reasonably required by
the Trustee as a condition to such registration. Transfers of
the
Class R Certificates to Non-United States Persons and
Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall become
a holder of a Class R Certificate, then the last preceding
Permitted Transferee shall be restored, to the extent permitted
by
law, to all rights and obligations as Holder thereof retroactive
to the date of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall become a holder
of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If
a transfer of a Class R Certificate is disregarded pursuant to
the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(g) or for making any payments
due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of
this Agreement.
(B) If any purported Transferee shall become a
Holder of a Class R Certificate in violation of the restrictions
in this Section 5.02(g) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer shall
have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to
a
purchaser selected by the Master Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of
the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will
be remitted by the Master Servicer to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Master
Servicer,
and the Master Servicer shall not be liable to any Person having
an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of
any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record
holders at any time any Person who is a Disqualified
Organization.
Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(g) set forth
prior to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency
to the effect that the modification, addition to or
elimination of such provisions will not cause such Rating
Agency to downgrade its then-current ratings, if any, of any
Class of the Class A, Class M, Class B or Class R
Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing
Date by such Rating Agency; and
(B) a certificate of the Master Servicer stating
that the Master Servicer has received an Opinion of Counsel,
in form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence
of such provisions will not cause the Trust Fund to cease to
qualify as a REMIC and will not cause (x) the Trust Fund to
be subject to an entity-level tax caused by the Transfer of
any Class R Certificate to a Person that is a Disqualified
Organization or (y) a Certificateholder or another Person to
be subject to a REMIC-related tax caused by the Transfer of
a Class R Certificate to a Person that is not a Permitted
Transferee.
(g) No service charge shall be made for any transfer or
exchange of Certificates of any Class, but the Trustee may
require
payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or
exchange of Certificates.
(h) All Certificates surrendered for transfer and
exchange shall be destroyed by the Certificate Registrar.
(i) So long as the Excess Spread remains uncertificated,
no transfer, sale, pledge or other disposition thereof shall be
made by Residential Funding.
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Trustee and the Certificate
Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Trustee or
the Certificate Registrar that such Certificate has been acquired
by a bona fide purchaser, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and
Percentage
Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses
of
the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration
of transfer, the Company, the Master Servicer, the Trustee, the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner
of
such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar shall be
affected by notice to the contrary except as provided in Section
5.02(g).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of
making distributions to Certificateholders pursuant to Section
4.02. In the event of any such appointment, on or prior to each
Distribution Date the Master Servicer on behalf of the Trustee
shall deposit or cause to be deposited with the Paying Agent a
sum
sufficient to make the payments to Certificateholders in the
amounts and in the manner provided for in Section 4.02, such sum
to be held in trust for the benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and
deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in trust
for
the benefit of the Certificateholders entitled thereto until such
sums shall be paid to such Certificateholders. Any sums so held
by such Paying Agent shall be held only in Eligible Accounts to
the extent such sums are not distributed to the
Certificateholders
on the date of receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated
Principal Balance is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans, either the Master
Servicer or the Company shall have the right, at its option, to
purchase the Certificates in whole, but not in part, at a price
equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate
Interest thereon and any previously unpaid Accrued Certificate
Interest.
(b) The Master Servicer or the Company, as applicable,
shall give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that it will purchase the Certificates
pursuant to Section 5.06(a). Notice of any such purchase,
specifying the Distribution Date upon which the Holders may
surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which purchase of
the Certificates is anticipated to be made upon presentation
and surrender of such Certificates at the office or agency
of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein
specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master Servicer or the Company, as
applicable, shall deposit in the Certificate Account before the
Distribution Date on which the purchase pursuant to Section
5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the Certificates
to be purchased pursuant to Section 5.06(a) by the Holders
thereof, the Trustee shall distribute to such Holders an amount
equal to the outstanding Certificate Principal Balance thereof
plus the sum of one month's Accrued Certificate Interest thereon
and any previously unpaid Accrued Certificate Interest with
respect thereto.
(d) In the event that any Certificateholders do not
surrender their Certificates on or before the Distribution Date
on
which a purchase pursuant to this Section 5.06 is to be made, the
Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company,
as applicable, pursuant to Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or
the
Company, as applicable, shall give a second written notice to
such
Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the
second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed
by the Master Servicer or the Company, as applicable, to contact
the Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow
account and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within nine
months after the second notice any Certificates shall not have
been surrendered for cancellation in accordance with this Section
5.06, the Trustee shall pay to the Master Servicer or the
Company,
as applicable, all amounts distributable to the Holders thereof
and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders.
No interest shall accrue or be payable to any Certificateholder
on
any amount held in the escrow account or by the Master Servicer
or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate
that is not surrendered on the Distribution Date on which a
purchase pursuant to this Section 5.06 occurs as provided above
will be deemed to have been purchased and the Holder as of such
date will have no rights with respect thereto except to receive
the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated
thereto.
Any Certificates so purchased or deemed to have been purchased on
such Distribution Date shall remain outstanding hereunder. The
Master Servicer or the Company, as applicable, shall be for all
purposes the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer.
The Company and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by the
Company and the Master Servicer herein. By way of illustration
and not limitation, the Company is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the
Master Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder
that it may, but is not obligated to, assume unless it elects to
assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or
the Master Servicer; Assignment of Rights
and Delegation of Duties by Master
Servicer.
(a) The Company and the Master Servicer will each keep
in full effect its existence, rights and franchises as a
corporation under the laws of the state of its incorporation, and
will each obtain and preserve its qualification to do business as
a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity
and
enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this
Agreement.
(b) Any Person into which the Company or the Master
Servicer may be merged or consolidated, or any corporation
resulting from any merger or consolidation to which the Company
or
the Master Servicer shall be a party, or any Person succeeding to
the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC;
and provided further that each Rating Agency's ratings, if any,
of
the Class A, Class M, Class B or Class R Certificates in effect
immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced
by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02
and Section 6.04 to the contrary, the Master Servicer may assign
its rights and delegate its duties and obligations under this
Agreement; provided that the Person accepting such assignment or
delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably
satisfactory to the Trustee and the Company, is willing to
service
the Mortgage Loans and executes and delivers to the Company and
the Trustee an agreement, in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to
such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency).
In
the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this
Agreement, except that the Master Servicer shall remain liable
for
all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the
Master Servicer shall be under any liability to the Trust Fund or
the Certificateholders for any action taken or for refraining
from
the taking of any action in good faith pursuant to this
Agreement,
or for errors in judgment; provided, however, that this provision
shall not protect the Company, the Master Servicer or any such
Person against any breach of warranties or representations made
herein or any liability which would otherwise be imposed by
reason
of willful misfeasance, bad faith or gross negligence in the
performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Company, the Master
Servicer and any director, officer, employee or agent of the
Company or the Master Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder. The
Company, the Master Servicer and any director, officer, employee
or agent of the Company or the Master Servicer shall be
indemnified by the Trust Fund and held harmless against any loss,
liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any
loss, liability or expense related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and
any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of
duties hereunder or by reason of reckless disregard of
obligations
and duties hereunder.
Neither the Company nor the Master Servicer shall be under
any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and
which in its opinion may involve it in any expense or liability;
provided, however, that the Company or the Master Servicer may in
its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto
and
the interests of the Certificateholders hereunder. In such
event,
the legal expenses and costs of such action, proceeding, hearing
or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the
Company
and the Master Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and,
on the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs shall be allocated in
reduction of the Accrued Certificate Interest on each Class
entitled thereto in the same manner as if such expenses and costs
constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to
the
Trustee. No such resignation by the Master Servicer shall become
effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the
following events (whatever reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative
or governmental body):
(i) the Master Servicer shall fail to
distribute or cause to be distributed to the Owner of the
Excess Spread or the Holders of Certificates of any Class
any distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of
5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have
been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the
Trustee by the Owner of the Excess Spread or the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or
perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained
in the Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the
case of a failure to pay the premium for any Required
Insurance Policy) after the date on which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the
Trustee by the Owner of the Excess Spread or the Holders of
Certificates of any Class evidencing, in the case of any
such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets
and liabilities, or similar proceedings of, or relating to,
the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing
its inability to pay its debts generally as they become due,
file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and in each and every such case, so
long as such Event of Default shall not have been remedied,
either
the Company or the Trustee may, and at the direction of Holders
of
Certificates or the Owner of the Excess Spread entitled to at
least 51% of the Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Company if given by
the
Trustee or to the Trustee if given by the Company), terminate all
of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder.
If an Event of Default described in clause (vi) hereof shall
occur, the Trustee shall, by notice to the Master Servicer and
the
Company, immediately terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as
a Certificateholder hereunder as provided in Section 4.04(b). On
or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than
as
a Holder thereof) or the Mortgage Loans or otherwise, shall
subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and,
without limitation, the Trustee is hereby authorized and
empowered
to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the
Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time
be credited to the Custodial Account or the Certificate Account
or
thereafter be received with respect to the Mortgage Loans. No
such termination shall release the Master Servicer for any
liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late
collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such
notice, that portion to which Residential Funding would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well
as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which
arose prior to the termination of its activities hereunder. Upon
the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the
Program Guide.
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
On and after the time the Master Servicer receives a notice
of termination pursuant to Section 7.01 or resigns in accordance
with Section 6.04, the Trustee or, upon notice to the Company and
with the Company's consent (which shall not be unreasonably
withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement
and the transactions set forth or provided for herein and shall
be
subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections
2.02 and 2.03(a), excluding the duty to notify related
Subservicers or Sellers as set forth in such Sections, and its
obligations to deposit amounts in respect of losses incurred
prior
to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections
3.07(c) and 4.01(b) by the terms and provisions hereof);
provided,
however, that any failure to perform such duties or
responsibilities caused by the preceding Master Servicer's
failure
to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been
entitled to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act hereunder
and,
in addition, shall be entitled to the income from any Permitted
Investments made with amounts attributable to the Mortgage Loans
held in the Custodial Account or the Certificate Account. If the
Trustee has become the successor to the Master Servicer in
accordance with Section 6.04 or Section 7.01, then
notwithstanding
the above, the Trustee may, if it shall be unwilling to so act,
or
shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution, which is also a FNMA- or FHLMC-approved
mortgage servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master Servicer
hereunder
in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder. Pending
appointment of a successor to the Master Servicer hereunder, the
Trustee shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of
that permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be
necessary
to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02
will be lowered with respect to those Mortgage Loans, if any,
where the Subservicing Fee accrues at a rate of less than 0.20%
per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to
raise the related Subservicing Fee to a rate of 0.20% per annum
in
order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Holders of
Certificates notice of each such Event of Default hereunder known
to the Trustee, unless such Event of Default shall have been
cured
or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights
affected by a default or Event of Default hereunder, may waive
such default or Event of Default; provided, however, that (a) a
default or Event of Default under clause (i) of Section 7.01 may
be waived only by all of the Holders of Certificates affected by
such default or Event of Default and (b) no waiver pursuant to
this Section 7.04 shall affect the Holders of Certificates in the
manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any
such waiver of a default or Event of Default by the Holders
representing the requisite percentage of Voting Rights affected
by
such default or Event of Default, such default or Event of
Default
shall cease to exist and shall be deemed to have been remedied
for
every purpose hereunder. No such waiver shall extend to any
subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so
waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of
Default and after the curing of all Events of Default which may
have occurred, undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement. In case
an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care
and skill in their exercise as a prudent investor would exercise
or use under the circumstances in the conduct of such investor's
own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform
to
the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially
conform to the requirements of this Agreement in the event that
the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a
timely fashion the notices, reports and statements required to be
forwarded by the Trustee pursuant to Sections 4.03, 4.06, 7.03
and
10.01. The Trustee shall furnish in a timely fashion to the
Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to
fulfill its duties as set forth in this Agreement. The Trustee
covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of the Trust
Fund as a REMIC under the REMIC Provisions and to prevent the
imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct;
provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or waiver of all such Events
of Default which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not
be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement,
no implied covenants or obligations shall be read into this
Agreement against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee by the
Company or the Master Servicer and which on their face, do
not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable
for
an error of judgment made in good faith by a Responsible
Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable
with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction
of Certificateholders of any Class holding Certificates
which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with
knowledge of any default (other than a default in payment to
the Trustee) specified in clauses (i) and (ii) of Section
7.01 or an Event of Default under clauses (iii), (iv) and
(v) of Section 7.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or
the Trustee receives written notice of such failure or event
at its Corporate Trust Office from the Master Servicer, the
Company or any Certificateholder; and
(v) Except to the extent provided in Section
7.02, no provision in this Agreement shall require the
Trustee to expend or risk its own funds (including, without
limitation, the making of any Advance) or otherwise incur
any personal financial liability in the performance of any
of its duties as Trustee hereunder, or in the exercise of
any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or
adequate indemnity against such risk or liability is not
reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds,
the amount of any and all federal, state and local taxes imposed
on the Trust Fund or its assets or transactions including,
without
limitation, (A) "prohibited transaction" penalty taxes as defined
in Section 860F of the Code, if, when and as the same shall be
due
and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any
tax on "net income from foreclosure property" as defined in
Section 860G(c) of the Code, but only if such taxes arise out of
a
breach by the Trustee of its obligations hereunder, which breach
constitutes negligence or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be
protected in acting or refraining from acting upon any
resolution, Officers' Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, appraisal, bond or
other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any
Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall be under no obligation
to exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in
it by this Agreement, and to use the same degree of care and
skill in their exercise as a prudent investor would exercise
or use under the circumstances in the conduct of such
investor's own affairs;
(iv) The Trustee shall not be personally liable
for
any action taken, suffered or omitted by it in good faith
and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of
Default hereunder and after the curing of all Events of
Default which may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates of
any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid
by the Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; and
(vii) To the extent authorized under the Code
and the regulations promulgated thereunder, each Holder of a
Class R Certificate hereby irrevocably appoints and
authorizes the Trustee to be its attorney-in-fact for
purposes of signing any Tax Returns required to be filed on
behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master Servicer in a
timely manner any Tax Returns prepared by or on behalf of
the Master Servicer that the Trustee is required to sign as
determined by the Master Servicer pursuant to applicable
federal, state or local tax laws, provided that the Master
Servicer shall indemnify the Trustee for signing any such
Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the
Trustee shall not accept any contribution of assets to the Trust
Fund unless it shall have obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not
(i) cause the Trust Fund to fail to qualify as a REMIC at any
time
that any Certificates are outstanding or (ii) cause the Trust
Fund
to be subject to any federal tax as a result of such contribution
(including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the execution of the Certificates and relating to the
acceptance and receipt of the Mortgage Loans) shall be taken as
the statements of the Company or the Master Servicer as the case
may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates shall be duly and validly executed
and authenticated by it as Certificate Registrar) or of any
Mortgage Loan or related document. Except as otherwise provided
herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate Account
by
the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to
the Trustee and any co-trustee from time to time, and the Trustee
and any co-trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all
services rendered by each of them in the execution of the trusts
hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee and any co-trustee,
and
the Master Servicer will pay or reimburse the Trustee and any co-
trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee or any co-trustee in
accordance with any of the provisions of this Agreement
(including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ, and
the expenses incurred by the Trustee or any co-trustee in
connection with the appointment of an office or agency pursuant
to
Section 8.12) except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee
for, and to hold the Trustee harmless against, any loss,
liability
or expense incurred without negligence or willful misconduct on
its part, arising out of, or in connection with, the acceptance
and administration of the Trust Fund, including the costs and
expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the
exercise
or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the
Trustee shall have given the Master Servicer written notice
thereof promptly after the Trustee shall have actual
knowledge thereof;
(ii) while maintaining control over its own
defense, the Trustee shall cooperate and consult fully with
the Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement
to the contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into without
the prior consent of the Master Servicer which consent shall
not be unreasonably withheld.
No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of the Master Servicer to
indemnify the Trustee under the conditions and to the extent set
forth herein.
Notwithstanding the foregoing, the indemnification provided
by the Master Servicer in this Section 8.05(b) shall not pertain
to any loss, liability or expense of the Trustee, including the
costs and expenses of defending itself against any claim,
incurred
in connection with any actions taken by the Trustee at the
direction of Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or
a national banking association having its principal office in a
state and city acceptable to the Company and organized and doing
business under the laws of such state or the United States of
America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal
or state authority. If such corporation or national banking
association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation
shall
be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance with
the
provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice thereof
to
the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed
and
have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor
trustee.
(b) If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section 8.06 and
shall fail to resign after written request therefor by the
Company, or if at any time the Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Company may remove the
Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. In
addition, in the event that the Company determines that the
Trustee has failed (i) to distribute or cause to be distributed
to
Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying
Agent (other than the Master Servicer or the Company) for
distribution or (ii) to otherwise observe or perform in any
material respect any of its covenants, agreements or obligations
hereunder, and such failure shall continue unremedied for a
period
of 5 days (in respect of clause (i) above) or 30 days (in respect
of clause (ii) above) after the date on which written notice of
such failure, requiring that the same be remedied, shall have
been
given to the Trustee by the Company, then the Company may remove
the Trustee and appoint a successor trustee by written instrument
delivered as provided in the preceding sentence. In connection
with the appointment of a successor trustee pursuant to the
preceding sentence, the Company shall, on or before the date on
which any such appointment becomes effective, obtain from each
Rating Agency written confirmation that the appointment of any
such successor trustee will not result in the reduction of the
ratings on any class of the Certificates below the lesser of the
then current or original ratings on such Certificates.
(c) The Holders of Certificates or Excess Spread
entitled to at least 51% of the Voting Rights may at any time
remove the Trustee and appoint a successor trustee by written
instrument or instruments, in triplicate, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Company, one complete
set to the Trustee so removed and one complete set to the
successor so appointed.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in Section
8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the
Company
and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal
of
the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee,
without
any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally
named
as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any
successor trustee hereunder), and the Company, the Master
Servicer
and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be
required
for more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of
Section 8.06.
(c) Upon acceptance of appointment by a successor
trustee as provided in this Section, the Company shall mail
notice
of the succession of such trustee hereunder to all Holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10
days
after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which
the Trustee may be merged or converted or with which it may be
consolidated or any corporation or national banking association
resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation or national
banking association succeeding to the business of the Trustee,
shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible
under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
The Trustee shall mail notice of any such merger or consolidation
to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee
or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any
time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer
and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more
Persons
approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Fund, and to vest in
such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions
of
this Section 8.10, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have
occurred and be continuing, the Trustee alone shall have the
power
to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or
separate trustee pursuant to this Section 8.10 all rights,
powers,
duties and obligations conferred or imposed upon the Trustee
shall
be conferred or imposed upon and exercised or performed by the
Trustee, and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act
or
acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and
performed
by such separate trustee or co-trustee at the direction of the
Trustee.
(c) Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of
this Article VIII. Each separate trustee and co-trustee, upon
its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating
to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed
with the Trustee.
(d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do
any lawful act under or in respect of this Agreement on its
behalf
and in its name. If any separate trustee or co-trustee shall
die,
become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in
and
be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and
the Company, appoint one or more Custodians who are not
Affiliates
of the Company, the Master Servicer or any Seller to hold all or
a
portion of the Mortgage Files as agent for the Trustee, by
entering into a Custodial Agreement. Subject to Article VIII,
the
Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of the Certificateholders. Each
Custodian shall be a depository institution subject to
supervision
by federal or state authority, shall have a combined capital and
surplus of at least $15,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File.
Each Custodial Agreement may be amended only as provided in
Section 11.01. The Trustee shall notify the Certificateholders
of
the appointment of any Custodian (other than the Custodian
appointed as of the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of
New York where Certificates may be surrendered for registration
of
transfer or exchange. The Trustee initially designates its
offices located at 14 Wall Street, 8th Floor, New York, NY 10005
for the purpose of keeping the Certificate Register. The Trustee
will maintain an office at the address stated in Section 11.05(c)
hereof where notices and demands to or upon the Trustee in
respect
of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations
and responsibilities of the Company, the Master Servicer and the
Trustee created hereby in respect of the Certificates and the
Excess Spread (other than the obligation of the Trustee to make
certain payments after the Final Distribution Date to
Certificateholders and the Owner of the Excess Spread and the
obligation of the Company to send certain notices as hereinafter
set forth) shall terminate upon the last action required to be
taken by the Trustee on the Final Distribution Date pursuant to
this Article IX following the earlier of:
(i) the later of the final payment or other
liquidation (or any Advance with respect thereto) of the
last Mortgage Loan remaining in the Trust Fund or the
disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the
Company of all Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining in the Trust Fund at
a price equal to 100% of the unpaid principal balance of
each Mortgage Loan or, if less than such unpaid principal
balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair
market value is less than such unpaid principal balance (net
of any unreimbursed Advances attributable to principal) on
the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate to, but not including, the first day of
the month in which such repurchase price is distributed,
provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the
Court of St. James, living on the date hereof and provided
further that the purchase price set forth above shall be
increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of the Trust Fund as a
REMIC.
The right of the Master Servicer or the Company to purchase
all the assets of the Trust Fund pursuant to clause (ii) above is
conditioned upon the Pool Stated Principal Balance as of the
Final
Distribution Date being less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans. If such right is
exercised by the Master Servicer, the Master Servicer shall be
deemed to have been reimbursed for the full amount of any
unreimbursed Advances theretofore made by it with respect to the
Mortgage Loans. In addition, the Master Servicer or the Company,
as applicable, shall provide to the Trustee the certification
required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the
Master Servicer or the Company, as applicable, the Mortgage Files
pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the exercise by the Company of its
right to purchase the assets of the Trust Fund, the Company shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made
to Certificateholders and the Owner of the Excess Spread (whether
as a result of the exercise by the Master Servicer or the Company
of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the
anticipated
Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the
Trustee
(if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the
Master Servicer or the Company, as applicable (if it is
exercising
its right to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to Certificateholders
mailed
not earlier than the 15th day and not later than the 25th day of
the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date
upon which final payment of the Certificates and the Excess
Spread is anticipated to be made upon presentation and
surrender of Certificates at the office or agency of the
Trustee therein designated,
(ii) the amount of any such final payment, if
known, and
(iii) that the Record Date otherwise applicable
to such Distribution Date is not applicable, and in the case
of the Class A Certificates, Class M Certificates and Class
R Certificates, that payment will be made only upon
presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is
obligated
to give notice to Certificateholders and the Owner of the Excess
Spread as aforesaid, it shall give such notice to the Certificate
Registrar at the time such notice is given to Certificateholders
and the Owner of the Excess Spread. In the event such notice is
given by the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate
Account before the Final Distribution Date in immediately
available funds an amount equal to the purchase price for the
assets of the Trust Fund computed as above provided.
(c) In the case of the Class A Certificates, Class M and
the Class R Certificates, upon presentation and surrender of the
Certificates by the Certificateholders thereof, the Trustee shall
distribute to the Certificateholders (i) the amount otherwise
distributable on such Distribution Date, if not in connection
with
the Master Servicer's or the Company's election to repurchase, or
(ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to
each Certificate the outstanding Certificate Principal Balance
thereof, plus one month's Accrued Certificate Interest and any
previously unpaid Accrued Certificate Interest, subject to the
priority set forth in Section 4.02(a), and (B) with respect to
the
Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause
(ii) of subsection (a) of this Section) over the total amount
distributed under the immediately preceding clause (A) and the
Excess Spread. The Trustee shall also distribute to the Owner
the
Excess Spread.
(d) In the event that any Certificateholders shall not
surrender their Certificates for final payment and cancellation
on
or before the Final Distribution Date (if so required by the
terms
hereof), the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a
separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the
final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company, as
applicable, to contact the remaining Certificateholders
concerning
surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in
the escrow account. If within nine months after the second
notice
any Certificates shall not have been surrendered for
cancellation,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such holders.
No interest shall accrue or be payable to any Certificateholder
on
any amount held in the escrow account or by the Master Servicer
or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance
with the following additional requirements, unless the Trustee
and
the Master Servicer have received an Opinion of Counsel (which
Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of the Trust Fund to comply with the
requirements of this Section 9.02 will not (i) result in the
imposition on the Trust of taxes on "prohibited transactions," as
described in Section 860F of the Code, or (ii) cause the Trust
Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-
day liquidation period for the Trust Fund and specify the
first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury
regulations Section 1.860F-1. The Master Servicer also
shall satisfy all of the requirements of a qualified
liquidation for the Trust Fund under Section 860F of the
Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee
at the commencement of such 90-day liquidation period and,
at or prior to the time of making of the final payment on
the Certificates, the Trustee shall sell or otherwise
dispose of all of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its
right to purchase the assets of the Trust Fund, the Master
Servicer shall, during the 90-day liquidation period and at
or prior to the Final Distribution Date, purchase all of the
assets of the Trust Fund for cash; provided, however, that
in the event that a calendar quarter ends after the
commencement of the 90-day liquidation period but prior to
the Final Distribution Date, the Master Servicer shall not
purchase any of the assets of the Trust Fund prior to the
close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby
irrevocably approves and appoints the Master Servicer as its
attorney-in-fact to adopt a plan of complete liquidation for the
REMIC at the expense of the Trust Fund in accordance with the
terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) Residential Funding shall cause an election to
be made to treat the Trust Fund as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be
made
on Form 1066 or other appropriate federal tax or information
return (including Form 8811) or any appropriate state return for
the taxable year ending on the last day of the calendar year in
which the Certificates are issued. For the purposes of the REMIC
election in respect of the Trust Fund, the Class A, Class M and
Class B Certificates and the Excess Spread shall be designated as
the "regular interests" and the Class R Certificates shall be
designated as the sole class of "residual interests" in the Trust
Fund. The Master Servicer and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G
of
the Code) in the REMIC, other than the regular interests and the
interests represented by the Class R Certificates, respectively.
(b) The Closing Date is hereby designated as the
"startup day" of the Trust Fund within the meaning of Section
860G(a)(9) of the Code.
(c) Residential Funding shall hold a Class R
Certificate representing a 0.01% Percentage Interest of the Class
R Certificates and shall be designated as "the tax matters
person"
with respect to the REMIC in the manner provided under Treasury
Regulations Section 1.860F-4(d) and Temporary Treasury
regulations
section 301.6231(a)(7)-1T. Residential Funding, as tax matters
person, shall (i) act on behalf of the REMIC in relation to any
tax matter or controversy involving the Trust Fund and (ii)
represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any
governmental
taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting
therefrom
shall be expenses of the Trust Fund and Residential Funding shall
be entitled to reimbursement therefor out of amounts attributable
to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are
incurred by reason of Residential Funding's willful misfeasance,
bad faith or gross negligence.
(d) Residential Funding shall prepare or cause to
be prepared all of the Tax Returns that it determines are
required
with respect to the REMIC and deliver such Tax Returns in a
timely
manner to the Trustee and the Trustee shall sign and file such
Tax
Returns in a timely manner. The expenses of preparing such
returns shall be borne by the Master Servicer without any right
of
reimbursement therefor. Residential Funding agrees to indemnify
and hold harmless the Trustee with respect to any tax or
liability
arising from the Trustee's signing of Tax Returns that contain
errors or omissions. The Trustee and Master Servicer shall
promptly provide Residential Funding with such information as
Residential Funding may from time to time request for the purpose
of enabling Residential Funding to prepare Tax Returns.
(e) Residential Funding shall provide (i) to any
Transferor of a Class R Certificate such information as is
necessary for the application of any tax relating to the transfer
of a Class R Certificate to any Person who is not a Permitted
Transferee, (ii) to the Trustee and the Trustee shall forward to
the Certificateholders such information or reports as are
required
by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of
the person who will serve as the representative of the REMIC.
(f) The Master Servicer shall take such actions
and shall cause the REMIC to take such actions as are reasonably
within the Master Servicer's control and the scope of its duties
more specifically set forth herein as shall be necessary or
desirable to maintain the status thereof as a REMIC under the
REMIC Provisions (and the Trustee shall assist the Master
Servicer, to the extent reasonably requested by the Master
Servicer to do so). The Master Servicer shall not knowingly or
intentionally take any action, cause the REMIC to take any action
or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) endanger the
status of the Trust Fund as a REMIC or (ii) result in the
imposition of a tax upon the REMIC (including but not limited to
the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC
set
forth in Section 860G(d) of the Code) (either such event, an
"Adverse REMIC Event") unless the Master Servicer has received an
Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the
Master Servicer determines that taking such action is in the best
interest of the Trust Fund and the Certificateholders, at the
expense of the Trust Fund, but in no event at the expense of the
Master Servicer or the Trustee) to the effect that the
contemplated action will not, with respect to the REMIC, endanger
such status or, unless the Master Servicer determines in its sole
discretion to indemnify the Trust Fund against such tax, result
in
the imposition of such a tax. The Trustee shall not take or fail
to take any action (whether or not authorized hereunder) as to
which the Master Servicer has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse
REMIC
Event could occur with respect to such action. In addition,
prior
to taking any action with respect to the REMIC or its assets, or
causing the REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, the Trustee will
consult with the Master Servicer or its designee, in writing,
with
respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the REMIC, and the Trustee shall not
take
any such action or cause the REMIC to take any such action as to
which the Master Servicer has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer may consult
with counsel to make such written advice, and the cost of same
shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the
expense of the Master Servicer. At all times as may be required
by the Code, the Master Servicer will to the extent within its
control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of the REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the
Code
and "permitted investments" as defined in Section 860G(a)(5) of
the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of the REMIC as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property"
of the REMIC as defined in Section 860G(c) of the Code, on any
contributions to the REMIC after the Startup Day therefor
pursuant
to Section 860G(d) of the Code, or any other tax is imposed by
the
Code or any applicable provisions of state or local tax laws,
such
tax shall be charged (i) to the Master Servicer, if such tax
arises out of or results from a breach by the Master Servicer of
any of its obligations under this Agreement or the Master
Servicer
has in its sole discretion determined to indemnify the Trust Fund
against such tax, (ii) to the Trustee, if such tax arises out of
or results from a breach by the Trustee of any of its obligations
under this Article X, or (iii) otherwise against amounts on
deposit in the Custodial Account as provided by Section 3.10 and
on the Distribution Date(s) following such reimbursement the
aggregate of such taxes shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in
the
same manner as if such taxes constituted a Prepayment Interest
Shortfall.
(h) The Trustee and the Master Servicer shall, for
federal income tax purposes, maintain books and records with
respect to the REMIC on a calendar year and on an accrual basis
or
as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master
Servicer nor the Trustee shall accept any contributions of assets
to the REMIC unless the Master Servicer and the Trustee shall
have
received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the
inclusion of such assets in the REMIC will not cause the Trust
Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax
under
the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee
shall enter into any arrangement by which the REMIC will receive
a
fee or other compensation for services nor permit the REMIC to
receive any income from assets other than "qualified mortgages"
as
defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-
1(a)(4)(iii) of the Treasury regulations, the "latest possible
maturity date" by which the Certificate Principal Balance of each
Class of Certificates representing a regular interest in the
REMIC
would be reduced to zero is November 25, 2010, which is the
Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the
Master Servicer shall prepare and file with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer
shall sell, dispose of or substitute for any of the Mortgage
Loans
(except in connection with (i) the default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii)
the termination of the REMIC pursuant to Article X of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to
Article
II or III of this Agreement) or acquire any assets for the REMIC,
nor sell or dispose of any investments in the Custodial Account
or
the Certificate Account for gain, or accept any contributions to
the REMIC after the Closing Date unless it has received an
Opinion
of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of the Trust
Fund as a REMIC or (b) unless the Master Servicer has determined
in its sole discretion to indemnify the Trust Fund against such
tax, cause the REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC
Provisions.
(n) If Residential Funding is no longer the Master
Servicer hereunder, Residential Funding shall be paid reasonable
compensation by any successor Master Servicer for performing its
obligations under this section.
(o) In the event that Residential Funding is no
longer able to perform its obligations under this section, the
Trustee shall perform or cause such obligations to be performed
and shall be paid reasonable compensation by any successor Master
Servicer for performing such obligations.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust
Fund, the Company and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Company or the
Master Servicer, as a result of a breach of the Trustee's
covenants set forth in Article VIII or this Article X.
(b) The Master Servicer agrees to indemnify the
Trust Fund, the Company and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Company or the
Trustee, as a result of a breach of the Master Servicer's
covenants set forth in this Article X or in Article III with
respect to compliance with the REMIC Provisions, including
without
limitation, any penalties arising from the Trustee's execution of
Tax Returns prepared by the Master Servicer that contain errors
or
omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be
amended from time to time by the Company, the Master Servicer and
the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions
herein
or therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or desirable
to maintain the qualification of the Trust Fund as a REMIC
at all times that any Certificate is outstanding or to avoid
or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim
against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the
imposition of any such tax and (B) such action will not
adversely affect in any material respect the interests of
any Certificateholder,
(iv) to change the timing and/or nature of
deposits
into the Custodial Account or the Certificate Account or to
change the name in which the Custodial Account is
maintained, provided that (A) the Certificate Account
Deposit Date shall in no event be later than the related
Distribution Date, (B) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (C) such
change shall not result in a reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the
provisions of Section 5.02(g) or any other provision hereof
restricting transfer of the Class R Certificates by virtue
of their being the "residual interests" in the REMIC,
respectively, provided that (A) such change shall not result
in reduction of the rating assigned to any such Class of
Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing
Date, as evidenced by a letter from each Rating Agency to
such effect, and (B) such change shall not, as evidenced by
an Opinion of Counsel (at the expense of the party seeking
so to modify, eliminate or add such provisions), cause
either the Trust Fund or any of the Certificateholders
(other than the transferor) to be subject to a federal tax
caused by a transfer to a Person that is not a Permitted
Transferee, or
(vi) to provide for the Excess Spread to be
certificated and designated as a Senior Certificate, or
(vii) to make any other provisions with respect
to matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also
be amended from time to time by the Company, the Master Servicer
and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby and the
Owner of the Excess Spread, if affected thereby, for the purpose
of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such
Custodial Agreement or of modifying in any manner the rights of
the Holders of Certificates of such Class or of the Excess
Spread;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or
delay the timing of, payments which are required to be
distributed on any Certificate or the Excess Spread without
the consent of the Holder of such Certificate or the Owner
of the Excess Spread,
(ii) reduce the aforesaid percentage of
Certificates of any Class the Holders of which are required
to consent to any such amendment, in any such case without
the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel (at the expense of the party seeking such amendment) to
the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Company or the Trustee in
accordance with such amendment will not result in the imposition
of a federal tax on the Trust Fund or cause the Trust Fund to
fail
to qualify as a REMIC at any time that any Certificate is
outstanding.
(d) Promptly after the execution of any such amendment
the Trustee shall furnish written notification of the substance
of
such amendment to each Certificateholder. It shall not be
necessary for the consent of Certificateholders under this
Section
11.01 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable
regulations
as the Trustee may prescribe.
(e) The Company shall have the option, in its sole
discretion, to obtain and deliver to the Trustee any corporate
guaranty, payment obligation, irrevocable letter of credit,
surety
bond, insurance policy or similar instrument or a reserve fund,
or
any combination of the foregoing, for the purpose of protecting
the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be deemed to
be
under any circumstances included in the Trust Fund. To the
extent
that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established
shall be an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the Company,
and (iii) amounts transferred by the Trust Fund to any such
reserve fund shall be treated as amounts distributed by the Trust
Fund to the Company or any successor, all within the meaning of
Treasury Regulations Section 1.860G-2(h) as it reads as of the
Cut-off Date. In connection with the provision of any such
instrument or fund, this Agreement and any provision hereof may
be
modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be
made
by written instrument executed or consented to by the Company but
without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as
applicable; provided that the Company obtains an Opinion of
Counsel (which need not be an opinion of Independent counsel) to
the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust Fund, including without
limitation,
any federal tax imposed on "prohibited transactions" under
Section
860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code and (b) the Trust Fund
to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide
such
coverage in the form of a limited guaranty provided by General
Motors Acceptance Corporation, the Company may elect that the
text
of such amendment to this Agreement shall be substantially in the
form attached hereto as Exhibit M (in which case Residential
Funding's Subordinate Certificate Loss Obligation as described in
such exhibit shall be established by Residential Funding's
consent
to such amendment) and that the limited guaranty shall be
executed
in the form attached hereto as Exhibit N, with such changes as
the
Company shall deem to be appropriate; it being understood that
the
Trustee has reviewed and approved the content of such forms and
that the Trustee's consent or approval to the use thereof is not
required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such
recordation
to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of Holders of
Certificates entitled to at least 25% of the Voting Rights), but
only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects
the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of
this Agreement as herein provided and for other purposes, this
Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the
same instrument.
Section 11.03. Limitation on Rights
of Certificateholders.
(a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust Fund,
nor entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding
in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any
of
the parties hereto.
(b) No Certificateholder shall have any right to vote
(except as expressly provided herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Certificates, be
construed
so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue
of any provision of this Agreement to institute any suit, action
or proceeding in equity or at law upon or under or with respect
to
this Agreement, unless such Holder previously shall have given to
the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less
than 25% of the related Percentage Interests of such Class, shall
have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity
as
it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after
its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or
proceeding it being understood and intended, and being expressly
covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of
Certificates of any Class shall have any right in any manner
whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of
such Certificates of such Class or any other Class, or to obtain
or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of
Certificateholders of such Class or all Classes, as the case may
be. For the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or
in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and
construed in accordance with the laws of the State of New York
and
the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered
at
or mailed by registered mail, postage prepaid (except for notices
to the Trustee which shall be deemed to have been duly given only
when received), to (a) in the case of the Company, 8400
Normandale
Lake Boulevard, Suite 700, Minneapolis, Minnesota 55437,
Attention: President, or such other address as may hereafter be
furnished to the Master Servicer and the Trustee in writing by
the
Company, (b) in the case of the Master Servicer, 10 Universal
City
Plaza, Suite 2100, Universal City, California 91608, Attention:
Ms. Becker or such other address as may be hereafter furnished to
the Company and the Trustee by the Master Servicer in writing,
(c)
in the case of the Trustee, The First National Bank of Chicago,
One First National Plaza, Mail Suite 0126, Chicago, IL 60670-
0126, Attention: Residential Funding Corporation Series 1995-S18
or such other address as may hereafter be furnished to the
Company
and the Master Servicer in writing by the Trustee, (d) in the
case
of Fitch, One State Street Plaza, New York, New York 10004, or
such other address as may hereafter be furnished to the Company,
the Trustee and the Master Servicer in writing by Fitch and (e)
in
the case of Standard & Poor's, 25 Broadway, New York, New York
10004 or such other address as may be hereafter furnished to the
Company, Trustee, and Master Servicer by Standard & Poor's. Any
notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether
or
not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating Agency and the Subservicer
at
such time as it is otherwise required pursuant to this Agreement
to give notice of the occurrence of, any of the events described
in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise
required to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this
Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master
Servicer's blanket fidelity bond and the errors and
omissions insurance policy required by Section 3.12 or the
cancellation or modification of coverage under any such
instrument,
(e) the statement required to be delivered to the
Holders of each Class of Certificates pursuant to Section
4.03,
(f) the statements required to be delivered
pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial
Account or the Certificate Account,
(h) the occurrence of any monthly cash flow
shortfall to the Holders of any Class of Certificates
resulting from the failure by the Master Servicer to make an
Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date,
and
(j) the repurchase of or substitution for any
Mortgage Loan,
provided, however, that with respect to notice of the occurrence
of the events described in clauses (d), (g) or (h) above, the
Master Servicer shall provide prompt written notice to each
Rating
Agency and the Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever
held
invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the
Holders thereof.
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized and their
respective
seals, duly attested, to be hereunto affixed, all as of the day
and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Bruce J. Legan
Title: Vice President
Attest:
Name:
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name:
Title: Director
Attest:
Name: Bruce J. Legan
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 29th day of November, 1995 before me, a notary
public in and for said State, personally appeared ______________,
known to me to be a Vice President of Residential Funding
Mortgage
Securities I, Inc., one of the corporations that executed the
within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 1995 before me, a notary
public in and for said State, personally appeared _____________,
known to me to be a Director of Residential Funding Corporation,
one
of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of November, 1995 before me, a notary
public in and for said State, personally appeared
__________________________________, known to me to be a Vice
President of The First National Bank of Chicago, the national
banking association that executed the within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED
UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF
THIS
CERTIFICATE IS NOVEMBER 29, 1995. THE INITIAL PER ANNUM RATE OF
INTEREST ON THIS CERTIFICATE IS 7.00% ASSUMING THAT THE MORTGAGE
LOANS PREPAY AT 250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS
CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER
[$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE],
THE
YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], COMPUTED
USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF
THE PASS-THROUGH RATE.]
Certificate No. ____ [___%] Pass-Through Rate
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
___%]
November 1, 1995
Aggregate [Initial
Certificate Principal
Balance]
First Distribution Date:
December 26, 1995
Master Servicer: [Initial] [Certificate
Principal
Residential Funding Balance] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
November 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S18
evidencing a percentage interest in the distributions
allocable to the Class A-__ Certificates with respect to
a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate [(obtained by dividing the Initial Certificate
Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class A-___ Certificates, both as
specified
above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional
one-
to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding
Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among
the Company, the Master Servicer and The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the
extent
not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of
the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder
is
bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to Holders of Class A-__ Certificates
on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. [The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and any
Realized
Losses allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A
CERTIFICATES AND CLASS R CERTIFICATES [AND CLASS M-1
CERTIFICATES]
AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE CODE, OR TO ANY PERSON WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL OR
CERTIFICATION PURSUANT TO SECTION 5.02(f) OF THE AGREEMENT
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF, OR WITH
"PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW,
WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT
SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
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
NOVEMBER 29, 1995. THE PER ANNUM RATE OF INTEREST ON THIS
CERTIFICATE IS 7.00% ASSUMING THAT THE MORTGAGE LOANS PREPAY AT
250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT
OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
COMPUTED
UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ 7.00% Pass-Through
Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
November 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
December 26, 1995
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
November 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S18
evidencing a percentage interest in any distributions
allocable to the Class M-__ Certificates with respect to
the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal
Balance
of this Certificate by the aggregate Certificate Principal
Balance
of all Class M-__ Certificates, both as specified above) in
certain
distributions with respect to a Trust Fund consisting primarily
of
a pool of conventional one- to four-family fixed interest rate
first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter
called
the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant
to a Pooling and Servicing Agreement dated as specified above
(the
"Agreement") among the Company, the Master Servicer and The First
National Bank of Chicago, as trustee (the "Trustee"), a summary
of
certain of the pertinent provisions of which is set forth
hereafter.
To the extent not defined herein, the capitalized terms used
herein
have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions
of the Agreement, to which Agreement the Holder of this
Certificate
by virtue of the acceptance hereof assents and by which such
Holder
is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates
on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
(THE
"CODE"), OR TO ANY PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE PROVIDES
AN
OPINION OF COUNSEL OR CERTIFICATION PURSUANT TO SECTION 5.02(f)
OF
THE AGREEMENT SATISFACTORY TO THE MASTER SERVICER, THE COMPANY
AND
THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF
OF,
OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER
APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE
TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR
THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF
THIS
CERTIFICATE IS NOVEMBER 29, 1995. THE PER ANNUM RATE OF INTEREST
ON
THIS CERTIFICATE IS 7.00%. ASSUMING THAT THE MORTGAGE LOANS
PREPAY
AT 250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN
THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____
PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER
THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 7.00 % Pass-Through
Rate
Class 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: $_______________
November 1, 1995
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
December 26, 1995
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
November 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S18
evidencing a percentage interest in any distributions
allocable to the Class B-__ Certificates with respect to
the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that Residential Funding Mortgage
Securities I, Inc. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate
Certificate Principal Balance of all Class B-__ Certificates,
both
as specified above) in certain distributions with respect to a
Trust
Fund consisting primarily of a pool of conventional one- to four-
family fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities
I, Inc. (hereinafter called the "Company," which term includes
any
successor entity under the Agreement referred to below). The
Trust
Fund was created pursuant to a Pooling and Servicing Agreement
dated
as specified above (the "Agreement") among the Company, the
Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein,
the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to
the
terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such
last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month next preceding the month of such
distribution (the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage
Interest
evidenced by this Certificate and the amount (of interest and
principal, if any) required to be distributed to Holders of Class
B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made
unless such transfer is exempt from the registration requirements
of
the Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws.
In
the event that such a transfer is to be made, (i) the Trustee or
the
Company may require an opinion of counsel acceptable to and in
form
and substance satisfactory to the Trustee and the Company that
such
transfer is exempt (describing the applicable exemption and the
basis therefor) from or is being made pursuant to the
registration
requirements of the Securities Act of 1933, as amended, and of
any
applicable statute of any state and (ii) the transferee shall
execute an investment letter in the form described by the
Agreement.
The Holder hereof desiring to effect such transfer shall, and
does
hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar acting on behalf of the
Trustee against any liability that may result if the transfer is
not
so exempt or is not made in accordance with such Federal and
state
laws. In connection with any such transfer, the Trustee will
also
require (i) a representation letter, in the form as described by
the
Agreement, stating that the transferee is not an employee benefit
or
other plan subject to the prohibited transaction provisions of
the
Employee Retirement Income Security Act of 1974, as amended
("ERISA") or Section 4975 of the Internal Revenue Code (the
"Code"),
an investment manager, a named fiduciary or any other person
using
"plan assets" of any such plan to effect such acquisition (a
"Plan
Investor") or (ii) if such transferee is a Plan Investor, an
opinion
of counsel acceptable to and in form and substance satisfactory
to
the Trustee, the Company and the Master Servicer with respect to
the
permissibility of such transfer under ERISA and Section 4975 of
the
Code and stating, among other things, that the transferee's
acquisition of a Class B Certificate will not constitute or
result
in a non-exempt prohibited transaction under Section 406 of ERISA
or
Section 4975 of the Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE CODE, OR TO ANY PERSON WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY
TO
THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE
PURCHASE
OF THIS CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF
SUCH
PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF
ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER
AFFIDAVIT
TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE
IS
NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521
OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE
CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION
1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF
THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE
DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF
THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
OF
THIS PARAGRAPH.
Certificate No. ___ 7.00% Pass-Through
Rate
Class R Senior Aggregate Initial
Certificate
Principal
Balance of the
Class R
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
November 1, 1995 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
December 26, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
November 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S18
evidencing a percentage interest in any distributions
allocable to the Class R Certificates with respect to a
Trust Fund consisting primarily of a pool of conventional
one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate
Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to a the Trust Fund.
The Trust Fund consisting primarily of a pool of conventional
one-
to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding
Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among
the Company, the Master Servicer and The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the
extent
not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of
the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder
is
bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class R Certificates on
such Distribution Date.
Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the Agreement
to
the effect that (i) each person holding or acquiring any
Ownership
Interest in this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any Ownership Interest
in
this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that
it
is a United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely
null and void and will vest no rights in the purported
transferee,
and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Company
will
have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a
purchaser
selected by the Company, which purchaser may be the Company, or
any
affiliate of the Company, on such terms and conditions as the
Company may choose.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and any
Realized
Losses allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this Certificate
will
remain outstanding under the Agreement and the Holder hereof may
have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain
additional
distributions hereon, in accordance with the terms and provisions
of
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-
Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purpose have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in
the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO, as Certificate
Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of November 1,
1995,
by and among THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
(including its successors under the Pooling Agreement defined
below,
the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together
with
any successor in interest or successor under the Pooling
Agreement
referred to below, the "Master Servicer"), and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (together with any successor in
interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the
Trustee have entered into a Pooling and Servicing Agreement dated
as
of November 1, 1995, relating to the issuance of Residential
Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1995-S18 (as in effect on the date of this agreement, the
"Original Pooling Agreement," and as amended and supplemented
from
time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for
the Trustee for the purposes of receiving and holding certain
documents and other instruments delivered by the Company and the
Master Servicer under the Pooling Agreement, all upon the terms
and
conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the
Trustee,
the Company, the Master Servicer and the Custodian hereby agree
as
follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files. The Custodian, as the duly appointed agent of
the
Trustee for these purposes, acknowledges receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule
attached hereto (the "Mortgage Files") and declares that it holds
and will hold the Mortgage Files as agent for the Trustee, in
trust,
for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any
Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded,
each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public
office for real property records, and the Company, at no expense
to
the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such
assignment and, upon receipt thereof from such public office,
shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian
shall deliver to the Trustee an Initial Certification in the form
annexed hereto as Exhibit One evidencing receipt of a Mortgage
File
for each Mortgage Loan listed on the Schedule attached hereto
(the
"Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall
deliver to the Trustee an Interim Certification in the form
annexed
hereto as Exhibit Two to the effect that all documents required
to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement
have been executed and received and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule,
except
for any exceptions listed on Schedule A attached to such Interim
Certification. Within 45 days of receipt of the documents
required
to be delivered pursuant to Section 2.01(c) of the Pooling
Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each such document, and
shall
deliver to the Trustee either (i) an Interim Certification in the
form attached hereto as Exhibit Two to the effect that all such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final
Certification
as set forth in subsection (c) below. The Custodian shall be
under
no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same
are genuine, enforceable, or appropriate for the represented
purpose
or that they have actually been recorded or that they are other
than
what they purport to be on their face. If in performing the
review
required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be defective
in
any material respect, the Custodian shall promptly so notify the
Company, the Master Servicer and the Trustee. Upon receipt of
written notification from the Master Servicer, signed by a
Servicing
Officer, that the Master Servicer or a Subservicer, as the case
may
be, has made a deposit into the Certificate Account in payment
for
the purchase of the related Mortgage Loan in an amount equal to
the
Purchase Price for such Mortgage Loan, the Custodian shall
release
to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final
Certification in the form annexed hereto as Exhibit Three
evidencing
the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a
list of all of the documents relating to the Mortgage Loans then
contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the Custodian
of
a breach of any representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by
a Seller in a Seller's Agreement or by Residential Funding or the
Company in the Assignment Agreement with respect to a Mortgage
Loan
relating to a Mortgage File, the Custodian shall give prompt
written
notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the repurchase or substitution of any
Mortgage
Loan pursuant to Article II of the Pooling Agreement or payment
in
full of any Mortgage Loan, or the receipt by the Master Servicer
of
a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall
immediately
notify the Custodian by a certification (which certification
shall
include a statement to the effect that all amounts received or to
be
received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 of
the
Pooling Agreement have been or will be so deposited) of a
Servicing
Officer and shall request delivery to it of the Mortgage File.
The
Custodian agrees, upon receipt of such certification and request,
promptly to release to the Master Servicer the related Mortgage
File. The Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents
constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose,
collection under any Primary Insurance Policy or any Mortgage
Pool
Insurance Policy, the Master Servicer shall deliver to the
Custodian
a certificate of a Servicing Officer requesting that possession
of
all, or any document constituting part, of the Mortgage File be
released to the Master Servicer and certifying as to the reason
for
such release and that such release will not invalidate any
insurance
coverage provided in respect of the Mortgage Loan under any of
the
Required Insurance Policies. With such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a
Servicing Officer on behalf of the Master Servicer, and upon
receipt
of the foregoing, the Custodian shall deliver the Mortgage File
or
such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to
be
returned to the Custodian when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered to an attorney,
or
to a public trustee or other public official as required by law,
for
purposes of initiating or pursuing legal action or other
proceedings
for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to
the
name and address of the Person to which such Mortgage File or
such
document was delivered and the purpose or purposes of such
delivery.
In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the
Master
Servicer upon deposit of the related Liquidation Proceeds in the
Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that
any assumption agreement or substitution of liability agreement
is
entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the
Pooling
Agreement, the Master Servicer shall notify the Custodian that
such
assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or
substitution agreement, which shall be added to the related
Mortgage
File and, for all purposes, shall be considered a part of such
Mortgage File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the
Trustee. With respect to each Mortgage Note, Mortgage and other
documents constituting each Mortgage File which are delivered to
the
Custodian, the Custodian is exclusively the bailee and agent of
the
Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee,
holds
such documents for the benefit of Certificateholders and
undertakes
to perform such duties and only such duties as are specifically
set
forth in this Agreement. Except upon compliance with the
provisions
of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer
or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby
agrees to indemnify and hold the Custodian harmless from and
against
all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or with which
the
Custodian may be threatened by reason of its acting as custodian
under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if
counsel
for the Custodian has been approved by the Company, and the cost
of
defending any action, suit or proceedings or resisting any claim.
Notwithstanding the foregoing, it is specifically understood and
agreed that in the event any such claim, liability, loss, action,
suit or proceeding or other expense, fee or charge shall have
been
caused by reason of any negligent act, negligent failure to act
or
willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the
indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The
Custodian in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would
have
if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees
and Expenses. The Master Servicer covenants and agrees to pay to
the Custodian from time to time, and the Custodian shall be
entitled
to, reasonable compensation for all services rendered by it in
the
exercise and performance of any of the powers and duties
hereunder
of the Custodian, and the Master Servicer will pay or reimburse
the
Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement
(including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ),
except
any such expense, disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and
duties
hereby imposed upon it as such obligations and duties relate to
its
acting as Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take custody of
the
Mortgage Files itself and give prompt notice thereof to the
Company,
the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian
and
one copy to the successor Custodian. If the Trustee shall not
have
taken custody of the Mortgage Files and no successor Custodian
shall
have been so appointed and have accepted appointment within 30
days
after the giving of such notice of resignation, the resigning
Custodian may petition any court of competent jurisdiction for
the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian
hereunder.
Any successor Custodian shall be a depository institution subject
to
supervision or examination by federal or state authority and
shall
be able to satisfy the other requirements contained in Section
3.7
and shall be unaffiliated with the Master Servicer or the
Company.
Any resignation or removal of the Custodian and
appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee
shall give prompt notice to the Company and the Master Servicer
of
the appointment of any successor Custodian. No successor
Custodian
shall be appointed by the Trustee without the prior approval of
the
Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
Person into which the Custodian may be merged or converted or
with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall
be
a party, or any Person succeeding to the business of the
Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part
of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution
subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least
$10,000,000 and is qualified to do business in the jurisdictions
in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this
Agreement
or pursuant to any other instrument or document delivered
hereunder
shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered
or
certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed
by
the particular party whose address is stated herein by similar
notice in writing), in which case the notice will be deemed
delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties hereto,
and
neither the Company, the Master Servicer nor the Trustee shall
enter
into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian
of
any amendment or supplement to the Pooling Agreement and furnish
the
Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of New York
and
shall be construed and enforced in accordance with and governed
by
the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests
in
the aggregate of not less than 25% of the Trust Fund), but only
upon
direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Master Servicer to the effect that the
failure
to effect such recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this
Agreement
may be executed simultaneously in any number of counterparts,
each
of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
such
covenants, agreements, provisions or terms shall be deemed
severable
from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of
the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation
Series 1995-S18
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 November, 1995, before me, a notary
public in and for said State, personally appeared
_______________________, known to me to be a Vice President of
The
First National Bank of Chicago, a New York banking corporation
that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation and
acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first above written.
Notary
Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of November, 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 November, 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 November, 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
November 29, 1995
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
Re: Custodial Agreement dated as of November 1,
1995, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1995-
S18
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling
Agreement, the undersigned, as Custodian, hereby certifies that
it
has received a Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1995
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
Re: Custodial Agreement dated as of November 1,
1995, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1995-
S18
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File to the extent
required pursuant to Section 2.01(b) of the Pooling Agreement
with
respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents
have been executed and received and that such documents related
to
the Mortgage Loans identified on the Mortgage Loan Schedule, with
any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1995
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
Re: Custodial Agreement dated as of November 1,
1995, by and among The First National Bank of
Chicago, Residential Funding Mortgage Securities
I, Inc., Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates, Series 1995-
S18
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
EXHIBIT G
RUN ON : 11/16/95 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 14.37.31 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S18
CUTOFF : 11/01/95
POOL : 0004186
:
:
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 #
_________________________________________________________________
_____________
1277392 575/703 F 340,000.00
ZZ
BUTLER ELLIOTT H 180 289,752.66
1
33 SHREWSBURY DRIVE 8.000 3,249.22
47
7.625 3,249.22
725,000.00
RUMSON NJ 07760 5 02/24/92
00
6407156 05 04/01/92
0
44234728330698 O 03/01/07
0
1417460 637/728 F 376,500.00
ZZ
EISENSTADT JOSEPH 180 374,409.56
1
976 EAST 23RD STREET 8.500 3,707.54
54
8.250 3,707.54
700,000.00
BROOKLYN NY 11210 2 08/07/95
00
0380231028 05 10/01/95
0
4030268 O 09/01/10
0
1420727 686/686 F 440,000.00
ZZ
BIBLER MARK 180 433,640.56
1
277 1/2 HILLCREST DRIVE 8.150 4,243.06
80
7.900 4,243.06
550,000.00
ENCINITAS CA 92024 4 05/18/95
00
30816736003 05 07/01/95
0
30816736003 O 06/01/10
0
1431957 267/267 F 390,000.00
ZZ
SOLOMON STANLEY A 180 385,295.46
1
16 MORRO BAY DRIVE 7.625 3,643.11
54
7.375 3,643.11
735,000.00
CORONA DEL MAR CA 92625 5 06/20/95
00
7324675 05 08/01/95
0
1
7324675 O 07/01/10
0
1432001 356/728 F 263,000.00
ZZ
HILDEBRANDT KAREN L 180 263,000.00
1
880 WITHERLY LN 8.125 2,532.39
79
7.875 2,532.39
335,000.00
FREMONT CA 94539 2 10/04/95
00
0380246034 05 12/01/95
0
2307981 O 11/01/10
0
1432174 570/570 F 686,000.00
ZZ
BIGGIE JOHN J 180 679,813.31
1
3041 NE 48TH STREET 7.625 6,408.14
53
7.375 6,408.14
1,300,000.00
LIGHTHOUSE POIN FL 33064 2 07/25/95
00
583241J 05 09/01/95
0
583241J O 08/01/10
0
1433088 208/728 F 224,000.00
ZZ
NASH PHILIP G 180 221,935.47
1
2348 BROTHER ABDON WAY 7.375 2,060.63
90
7.125 2,060.63
250,000.00
SANTA FE NM 87505 2 07/05/95
10
0380161522 05 09/01/95
20
33681 O 08/01/10
0
1434566 070/070 F 236,250.00
ZZ
TISDALE BERNARD A 180 233,081.14
1
3509 ROYAL SCOTTS WAY 9.000 2,396.21
90
8.750 2,396.21
265,000.00
FORT SMITH AR 72903 1 05/15/95
12
4132198 05 07/01/95
12
4132198 O 06/01/10
0
1434597 070/070 F 560,000.00
T
CRONIN JOHN M 180 553,317.72
1
897 TYNER WAY 7.750 5,271.14
80
7.500 5,271.14
700,000.00
INCLINE VILLAGE NV 89450 1 06/13/95
00
4384687 05 08/01/95
0
4384687 O 07/01/10
0
1
1434804 076/076 F 240,000.00
ZZ
CHENG YANG-TSE 180 237,928.28
1
3633 HOLLENSHADE DR 8.125 2,310.92
79
7.875 2,310.92
306,000.00
ROCHESTER HILLS MI 48306 2 06/30/95
00
4808352 05 09/01/95
0
4808352 O 08/01/10
0
1435058 707/707 F 497,300.00
ZZ
KOST ALEXANDERG 180 494,384.23
1
57 HAKUI LOOP 7.875 4,716.65
56
7.625 4,716.65
900,000.00
LAHAINA HI 96761 2 08/17/95
00
0507920 05 10/01/95
0
0507920 O 09/01/10
0
1437808 975/728 F 315,000.00
ZZ
MEDINA CESAR H 180 315,000.00
1
4750 ARIANO DRIVE 7.875 2,987.62
89
7.625 2,987.62
355,000.00
CYPRESS CA 90630 2 10/02/95
14
0380237231 05 12/01/95
25
951633 O 11/01/10
0
1438044 439/439 F 261,000.00
ZZ
AWAD AHMAD 180 259,493.11
1
115 HAMILTON AVENUE 8.050 2,501.80
90
7.925 2,501.80
290,000.00
FRANKFORT IL 60423 1 08/04/95
10
1794553 05 10/01/95
12
1794553 O 09/01/10
0
1438482 A48/728 F 76,000.00
T
BUSHMAN GARY D 180 75,767.94
1
28470 SANDLAKE COUNTY RD 7.375 699.14
79
7.125 699.14
97,000.00
PACIFIC CITY OR 97135 2 09/11/95
00
0380204512 05 11/01/95
0
70004 O 10/01/10
0
1438859 960/728 F 595,000.00
ZZ
AUSLANDER HERBERT 180 524,420.96
1
3127 MIRO DR NORTH 8.250 5,772.34
67
8.000 5,772.34
900,000.00
1
PALM BEACH GARD FL 33410 1 09/01/92
00
0380246117 05 11/01/92
0
6967115 O 10/01/07
0
1439005 356/728 F 260,000.00
ZZ
MOK LUTHER W 180 258,525.21
1
368 MONTSERRAT DR 8.250 2,522.37
66
8.000 2,522.37
399,306.00
REDWOOD CITY CA 94065 1 08/25/95
00
0380240979 03 10/01/95
0
2310449 O 09/01/10
0
1439505 961/728 F 256,000.00
ZZ
LIM MANUEL C 180 256,000.00
1
18713 WRIGHT PLACE 7.750 2,409.67
80
7.500 2,409.67
320,000.00
ARTESIA CA 90701 2 10/03/95
00
0380236084 05 12/01/95
0
49010465 O 11/01/10
0
1439509 961/728 F 280,000.00
ZZ
CHIEN WEN-KUEI 180 279,172.76
1
2939 NORTH WESTON STREET 7.750 2,635.57
78
7.500 2,635.57
361,117.00
ORANGE CA 92667 1 09/08/95
00
0380227125 03 11/01/95
0
49010754 O 10/01/10
0
1440429 764/728 F 277,000.00
ZZ
KWAK KI S 180 276,208.34
1
2567 FLINTRIDGE DRIVE 8.125 2,667.18
61
7.875 2,667.18
460,000.00
GLENDALE CA 91206 2 09/21/95
00
0380232018 05 11/01/95
0
889767 O 10/01/10
0
1440644 076/076 F 490,000.00
ZZ
EDWARDS III DELMAR 180 488,520.14
1
10 FREE FERRY CIRCLE 7.500 4,542.36
66
7.250 4,542.36
750,000.00
FORT SMITH AR 72903 2 09/13/95
00
4866782 05 11/01/95
0
4866782 O 10/01/10
0
1
1440920 267/267 F 417,600.00
ZZ
ZOKAEEM GUILDA 180 415,041.96
1
1542 LA LOMA DRIVE 7.375 3,841.60
80
7.125 3,841.60
522,000.00
SANTA ANA CA 92705 1 08/18/95
00
4363840 05 10/01/95
0
4363840 O 09/01/10
0
1440930 668/728 F 260,000.00
ZZ
AUDAY SALVADOR C 180 258,525.21
1
1760 VERNON LANE 8.250 2,522.37
70
8.000 2,522.37
372,000.00
SUPERIOR CO 80027 2 08/10/95
00
0380196890 05 10/01/95
0
6125587 O 09/01/10
0
1441174 056/728 F 100,000.00
ZZ
CHOI JAEKUN 180 99,445.23
1
21731 BARCAN CIRCLE 8.500 984.74
57
8.250 984.74
178,000.00
KATY TX 77450 1 08/28/95
00
0380196080 05 10/01/95
0
9101243 O 09/01/10
0
1441780 070/728 F 292,500.00
ZZ
KONSTANTIN GARY 180 286,843.42
1
79 RIVIERA DRIVE SOUTH 8.750 2,923.39
90
8.500 2,923.39
325,000.00
MASSAPEQUA NY 11758 1 03/07/95
04
0380224106 05 05/01/95
30
3809414 O 04/01/10
0
1441781 070/728 F 380,000.00
ZZ
GAEDE STEVEN E 180 373,300.32
1
2937 SOUTH ROCKFORD ROAD 8.000 3,631.48
80
7.750 3,631.48
475,000.00
TULSA OK 74114 1 05/01/95
00
0380224114 05 06/01/95
0
3842439 O 05/01/10
0
1441782 070/728 F 980,000.00
ZZ
FAMULLA RAINER M 180 965,649.64
1
1
628 BOYLE LANE 8.000 9,365.39
70
7.750 9,365.39
1,400,000.00
MCLEAN VA 22102 1 05/15/95
00
0380224122 05 07/01/95
0
3882748 O 06/01/10
0
1441784 070/728 F 180,000.00
ZZ
VAGHANI SHARAD D 180 170,087.01
1
125 HENDERSON ROAD 8.000 1,720.17
66
7.750 1,720.17
275,000.00
SOUTH BRUNSWICK NJ 08852 1 05/02/95
00
0380224148 05 07/01/95
0
3950137 O 06/01/10
0
1441790 070/728 F 236,050.00
ZZ
SIMONSON JAMES J 180 232,151.54
1
8221 PASEO VISTA DRIVE 8.750 2,359.20
76
8.500 2,359.20
311,060.00
LAS VEGAS NV 89128 1 04/26/95
00
0380224213 03 06/01/95
0
4104044 O 05/01/10
0
1441791 070/728 F 349,000.00
T
CALOF LAWRENCE 180 343,172.64
1
1077 PINNACLE DRIVE 8.625 3,462.36
77
8.375 3,462.36
454,000.00
PARK CITY UT 84060 2 04/25/95
00
0380224221 01 06/01/95
0
4178133 O 05/01/10
0
1441797 070/728 F 212,200.00
ZZ
MEGLINO DON A 180 210,327.60
1
13 MOTT PLACE 7.875 2,012.61
67
7.625 2,012.61
320,000.00
GLENWOOD LANDIN NY 11547 2 07/31/95
00
0380224346 05 09/01/95
0
4504846 O 08/01/10
0
1441801 070/728 F 300,000.00
ZZ
MILIO FILIPPO L 180 296,720.94
1
92 MAHOPAC AVENUE 8.750 2,998.35
60
8.500 2,998.35
500,000.00
AMAWALK NY 10501 5 06/12/95
00
0380224403 05 08/01/95
0
1
4600400 O 07/01/10
0
1441802 070/728 F 176,000.00
ZZ
LEYH HAROLD 180 170,447.82
1
2543 LAVALL COURT 8.750 1,759.03
60
8.500 1,759.03
295,000.00
DAVIDSONVILLE MD 21035 2 05/25/95
00
0380224411 05 07/01/95
0
4601023 O 06/01/10
0
1441803 070/728 F 254,600.00
ZZ
ETTNER MICHAEL L 180 252,148.84
1
1105 WEST GARWOOD ROAD 8.125 2,451.50
95
7.875 2,451.50
268,000.00
RATHDRUM ID 83858 1 07/27/95
14
0380224437 05 09/01/95
25
4626398 O 08/01/10
0
1441804 070/728 F 228,000.00
ZZ
SIMONDS JAMES D 180 225,337.97
1
14925 PLANK ROAD 8.000 2,178.89
80
7.750 2,178.89
285,000.00
YORKVILLE WI 53182 1 06/12/95
00
0380224445 05 08/01/95
0
4627728 O 07/01/10
0
1441805 070/728 F 345,000.00
ZZ
GENOVA RONALD 180 340,883.24
1
1554 ROWELL LANE 7.750 3,247.40
75
7.500 3,247.40
460,000.00
LYONS CO 80540 4 06/26/95
00
0380224452 05 08/01/95
0
4633118 O 07/01/10
0
1441806 070/728 F 245,000.00
ZZ
REDA JOE 180 242,838.21
1
121 INDIAN WOOD LANE 7.875 2,323.70
57
7.625 2,323.70
430,000.00
INDIAN HEAD PAR IL 60525 2 07/19/95
00
0380224460 05 09/01/95
0
4651861 O 08/01/10
0
1
1441808 070/728 F 239,900.00
ZZ
CROSS NANCY L 180 237,806.27
1
4904 WOODFIELD DRIVE 8.000 2,292.61
77
7.750 2,292.61
315,000.00
CARMEL IN 46033 1 07/07/95
00
0380224528 05 09/01/95
0
4715974 O 08/01/10
0
1441810 070/728 F 275,000.00
ZZ
MIGDAL ARNOLD 180 271,718.50
1
4885 FAIRWAY SOUTH 7.750 2,588.51
67
7.500 2,588.51
415,000.00
WEST BLOOMFIELD MI 48323 2 06/23/95
00
0380224551 03 08/01/95
0
4736706 O 07/01/10
0
1441812 070/728 F 250,000.00
ZZ
LEHMAN DENNIS R 180 247,049.14
1
4281 W HIDDEN VALLEY DRIVE 7.875 2,371.12
87
7.625 2,371.12
290,000.00
RENO NV 89502 2 06/22/95
01
0380224619 03 08/01/95
12
4756619 O 07/01/10
0
1441813 070/728 F 300,000.00
ZZ
MAILLER WILLIAM M 180 297,323.80
1
171 KILLARNEY DRIVE 7.750 2,823.83
75
7.500 2,823.83
401,000.00
BERKELEY HEIGHT NJ 07922 5 07/11/95
00
0380224627 05 09/01/95
0
4758026 O 08/01/10
0
1441814 070/728 F 307,600.00
ZZ
MEIRSON DAN H 180 303,889.46
1
6164 NW 32 AVENUE 7.625 2,873.38
51
7.375 2,873.38
615,000.00
BOCA RATON FL 33496 2 06/26/95
00
0380224635 03 08/01/95
0
4771223 O 07/01/10
0
1441816 070/728 F 263,000.00
ZZ
PATENAUDE ROBERT E 180 260,529.67
1
8218 FOX HUNT LANE 8.000 2,513.36
80
7.750 2,513.36
330,000.00
1
FREDERICK MD 21702 2 07/27/95
00
0380224684 05 09/01/95
0
4790187 O 08/01/10
0
1441817 070/728 F 76,000.00
ZZ
FALKOWSKI DARIUSZ 180 75,379.26
1
257 KAWAMEEH DRIVE 8.750 759.58
55
8.500 759.58
140,000.00
UNION NJ 07083 1 07/31/95
00
0380224692 05 09/01/95
0
4790425 O 08/01/10
0
1441819 070/728 F 81,000.00
ZZ
SCHMIDT,III HENRY L 180 80,509.21
1
3141 WEST HILLWAY DRIVE 7.500 750.88
60
7.250 750.88
135,000.00
BOISE ID 83702 5 08/17/95
00
0380224726 05 10/01/95
0
4830876 O 09/01/10
0
1441820 070/728 F 356,300.00
ZZ
DUNKLEY BRUCE K 180 353,135.78
1
1178 WEST SANDY COURT 8.125 3,430.75
75
7.875 3,430.75
478,000.00
MERIDIAN ID 83642 2 07/20/95
00
0380224734 03 09/01/95
0
4831868 O 08/01/10
0
1441821 070/728 F 341,250.00
ZZ
PENNINGTON LESLIE 180 337,222.01
1
852 EAST WINDSOR LANE 7.875 3,236.59
75
7.625 3,236.59
455,000.00
BOUNTIFUL UT 84010 5 06/21/95
00
0380224742 05 08/01/95
0
4837519 O 07/01/10
0
1441824 070/728 F 350,000.00
ZZ
ETHERINGTON WILLIAM W 180 346,678.00
1
7359 NORTH TALL OAKS DRIVE 7.625 3,269.45
56
7.375 3,269.45
625,000.00
PARK CITY UT 84060 5 07/12/95
00
0380224775 05 09/01/95
0
4844823 O 08/01/10
0
1
1441825 070/728 F 475,000.00
ZZ
WYNN BRADLEY S 180 473,612.05
1
2427 COLFAX 7.875 4,505.14
78
7.625 4,505.14
615,000.00
EVANSTON IL 60201 2 08/30/95
00
0380224783 05 11/01/95
0
4847532 O 10/01/10
0
1441828 070/728 F 71,250.00
ZZ
RUPRECHT JR ALAN B 180 70,137.82
1
810 TARPON DRIVE 8.375 696.42
41
8.125 696.42
177,000.00
WILMINGTON NC 28409 2 07/13/95
00
0380224817 05 09/01/95
0
4853384 O 08/01/10
0
1441829 070/728 F 30,000.00
ZZ
NETTERFIELD DENNIS P 180 29,732.39
1
4946 WEST BELOIT ROAD 7.750 282.38
37
7.500 282.38
82,000.00
WEST MILWAUKEE WI 53214 2 07/24/95
00
0380224841 05 09/01/95
0
4865664 O 08/01/10
0
1441830 070/728 F 450,000.00
ZZ
TUCCI STEVEN M 180 446,029.38
1
1447 PEREGRINE POINT DRIVE 7.875 4,268.02
41
7.625 4,268.02
1,100,000.00
SARASOTA FL 34231 2 07/21/95
00
0380224866 03 09/01/95
0
4885657 O 08/01/10
0
1441831 070/728 F 60,000.00
ZZ
WOJTKOWSKI STELLA 180 59,294.83
1
6122 WEST EASTWOOD 8.000 573.39
40
7.750 573.39
150,000.00
CHICAGO IL 60630 1 06/30/95
00
0380224874 05 08/01/95
0
4901174 O 07/01/10
0
1441833 070/728 F 295,000.00
ZZ
BIRNEY TIMOTHY J 180 291,402.69
1
1
25220 MONTANE DRIVE 7.500 2,734.69
47
7.250 2,734.69
635,000.00
GOLDEN CO 80401 2 06/29/95
00
0380224890 03 08/01/95
0
4909798 O 07/01/10
0
1441834 070/728 F 300,000.00
ZZ
FOGEL MARSHALL A 180 297,294.47
1
56 FALCON HILLS DRIVE 7.625 2,802.39
62
7.375 2,802.39
490,000.00
HIGHLANDS RANCH CO 80126 2 07/21/95
00
0380224908 03 09/01/95
0
4911547 O 08/01/10
0
1441835 070/728 F 250,000.00
ZZ
HSIN JOSEPH 180 247,794.11
1
1606 SOUTH ELBERT COURT 7.875 2,371.12
72
7.625 2,371.12
350,000.00
SUPERIOR CO 80027 1 07/24/95
00
0380224916 03 09/01/95
0
4911623 O 08/01/10
0
1441836 070/728 F 225,683.00
ZZ
MCCANN JAMES P 180 223,647.69
1
109 RIDGE ROAD 7.625 2,108.17
65
7.375 2,108.17
350,000.00
HARTSDALE NY 10530 2 07/31/95
00
0380224924 05 09/01/95
0
4915804 O 08/01/10
0
1441837 070/728 F 650,000.00
ZZ
LAMKE BRIAN L 180 642,159.09
1
66 CHERRY HILLS FARM DRIVE 7.625 6,071.85
74
7.375 6,071.85
890,000.00
ENGLEWOOD CO 80110 1 06/16/95
00
0380224932 03 08/01/95
0
4929317 O 07/01/10
0
1441838 070/728 F 375,000.00
ZZ
KURTZ GARY W 180 370,525.23
1
1085 EAGLE ROAD 7.750 3,529.79
75
7.500 3,529.79
500,000.00
NEWTOWN PA 18940 2 06/24/95
00
0380224940 05 08/01/95
0
1
4935986 O 07/01/10
0
1441840 070/728 F 236,000.00
ZZ
SCHWARTZ JOEL A 180 233,153.14
1
5505 FOXRIDGE DRIVE 7.625 2,204.55
80
7.375 2,204.55
295,000.00
WEST BLOOMFIELD MI 48322 1 06/21/95
00
0380224965 05 08/01/95
0
4941270 O 07/01/10
0
1441842 070/728 F 257,200.00
ZZ
PERRY CHARLES A 180 253,845.67
1
1532 BARRINGTON COURT 7.500 2,384.28
59
7.250 2,384.28
442,000.00
ATLANTA GA 30327 2 07/26/95
00
0380224999 05 09/01/95
0
4955047 O 08/01/10
0
1441843 070/728 F 380,100.00
ZZ
HEINZ RONALD E 180 376,634.60
1
2439 E. BEAR HILL CIRCLE 7.500 3,523.57
75
7.250 3,523.57
506,800.00
DRAPER UT 84020 1 07/11/95
00
0380225004 05 09/01/95
0
4964331 O 08/01/10
0
1441844 070/728 F 290,000.00
T
CALTRIDER THOMAS L 180 288,280.90
1
320 MOULTON LOOP ROAD 7.750 2,729.70
80
7.500 2,729.70
362,500.00
JACKSON WY 83001 1 08/10/95
00
0380225012 03 10/01/95
0
4972062 O 09/01/10
0
1441845 070/728 F 255,000.00
ZZ
ALBINGER TODD M 180 251,890.48
1
3181 POWERS FORD 7.500 2,363.88
75
7.250 2,363.88
340,000.00
MARIETTA GA 30067 1 06/27/95
00
0380225020 05 08/01/95
0
4993823 O 07/01/10
0
1
1441846 070/728 F 235,000.00
ZZ
BRESLOW HARRY L 180 232,460.39
1
7705 E. DOUBLETREE RANCH RD. 7.875 2,228.86
75
7.625 2,228.86
315,000.00
SCOTTSDALE AZ 85258 2 07/07/95
00
0380225038 03 09/01/95
0
5008096 O 08/01/10
0
1441847 070/728 F 217,500.00
ZZ
TIMCO DOUGLAS M 180 215,559.78
1
8808 TAMARACK 7.750 2,047.27
75
7.500 2,047.27
290,000.00
UTICA MI 48317 5 07/27/95
00
0380225046 05 09/01/95
0
5017999 O 08/01/10
0
1441848 070/728 F 62,050.00
ZZ
TALAMAS JOHN A 180 61,490.40
1
1101 SHILOH #2 7.625 579.63
59
7.375 579.63
106,000.00
LAREDO TX 78041 2 07/28/95
00
0380225061 01 09/01/95
0
5020476 O 08/01/10
0
1441849 070/728 F 107,100.00
ZZ
SAKHAT NABIL G 180 106,451.07
1
118 COBURN AVENUE 7.500 992.83
70
7.250 992.83
153,000.00
WORCESTER MA 01604 1 08/16/95
00
0380225087 05 10/01/95
0
5038233 O 09/01/10
0
1441850 070/728 F 70,000.00
ZZ
VENEZIA RICHARD A 180 69,361.80
1
13 KENNEDY DRIVE 7.500 648.91
55
7.250 648.91
129,000.00
COVENTRY RI 02816 5 07/26/95
00
0380225095 05 09/01/95
0
5049191 O 08/01/10
0
1441851 070/728 F 292,000.00
ZZ
BUTLER DENNIS E 180 290,249.97
1
4235 RILEY STREET 7.625 2,727.66
80
7.375 2,727.66
365,000.00
1
HOUSTON TX 77005 1 08/22/95
00
0380225111 05 10/01/95
0
5051025 O 09/01/10
0
1441852 070/728 F 303,300.00
ZZ
MATHEW TOMS P 180 299,581.41
1
8839 COBBLESTONE 7.750 2,854.89
90
7.500 2,854.89
337,000.00
PLYMOUTH MI 48170 1 07/25/95
14
0380225129 05 09/01/95
30
5053209 O 08/01/10
0
1441855 070/728 F 255,000.00
T
TANNER DAVID A 180 253,521.27
1
273 SHORT ROAD 8.000 2,436.91
77
7.750 2,436.91
335,000.00
GLENBROOK NV 89413 1 08/28/95
00
0380225178 01 10/01/95
0
5070750 O 09/01/10
0
1441856 070/728 F 236,250.00
ZZ
BIKKINA KRISHNAYY 180 234,909.93
1
68 ELLMYER ROAD 8.250 2,291.96
75
8.000 2,291.96
315,000.00
TOWNSHIP OF EDI NJ 08820 1 08/23/95
00
0380225194 05 10/01/95
0
5079512 O 09/01/10
0
1441857 070/728 F 308,000.00
ZZ
SIMS ROBERT B 180 305,222.31
1
2500 EAST HARRISON 7.625 2,877.12
80
7.375 2,877.12
385,000.00
COEUR D ALENE ID 83814 1 07/14/95
00
0380225228 05 09/01/95
0
5091276 O 08/01/10
0
1441859 070/728 F 218,750.00
ZZ
CHO CHARLES S 180 216,777.20
1
431 LAKESIDE BOULEVARD 7.625 2,043.41
76
7.375 2,043.41
290,000.00
SUGARLAND TX 77478 2 07/24/95
00
0380225244 03 09/01/95
0
5143769 O 08/01/10
0
1
1441861 070/728 F 97,200.00
ZZ
KOPP ALAN J 180 96,922.20
1
540 CATSKILL ROAD 8.125 935.92
60
7.875 935.92
162,000.00
WAUKESHA WI 53186 5 09/01/95
00
0380225277 05 11/01/95
0
5236623 O 10/01/10
0
1441863 070/728 F 258,200.00
ZZ
LEE JUN H 180 256,669.42
1
6420 MORNING TIME LANE 7.750 2,430.37
90
7.500 2,430.37
286,924.00
COLUMBIA MD 21044 1 08/25/95
04
0380225293 03 10/01/95
12
5247346 O 09/01/10
0
1441864 070/728 F 65,000.00
ZZ
GROGAN MICHAEL 180 64,420.15
1
2109 TUTTINGTON 7.750 611.83
57
7.500 611.83
115,000.00
OKLAHOMA CITY OK 73170 1 07/27/95
00
0380225327 03 09/01/95
0
5325126 O 08/01/10
0
1441866 070/728 F 525,000.00
ZZ
DOMER JOHN R 180 520,213.53
1
9460 OLD PLANTATION COVE 7.500 4,866.81
75
7.250 4,866.81
700,000.00
GERMANTOWN TN 38139 4 07/31/95
00
0380225400 05 09/01/95
0
9305186 O 08/01/10
0
1441867 070/728 F 320,000.00
ZZ
GUARDADO JULIO 180 297,016.97
1
8192 E. MERCER LANE 8.500 3,151.17
80
8.250 3,151.17
400,000.00
SCOTTSDALE AZ 85260 1 10/20/94
00
0380225418 03 12/01/94
0
9406484 O 11/01/09
0
1441874 B38/728 F 772,000.00
ZZ
TAHMASSEBI FARHAD 180 772,000.00
1
1
659 KINGMAN AVENUE 8.000 7,377.63
57
7.750 7,377.63
1,375,000.00
SANTA MONICA CA 90402 2 10/05/95
00
0380247990 05 12/01/95
0
W01795 O 11/01/10
0
1441934 306/728 F 122,000.00
ZZ
BENSON PAMELA J 180 120,990.51
1
781 JADE LANE 8.000 1,165.90
66
7.750 1,165.90
185,000.00
GRAND JUNCTION CO 81506 1 08/30/95
00
0380227661 03 10/01/95
0
2289064 O 09/01/10
0
1442686 939/728 F 277,000.00
ZZ
JAIKARAN PAUL 180 277,000.00
1
35 SUTTON HILL LANE 7.750 2,607.34
75
7.500 2,607.34
370,000.00
MANHASSET HILLS NY 11030 1 10/06/95
00
0380221052 05 12/01/95
0
9502770 O 11/01/10
0
1442729 966/728 F 135,000.00
ZZ
ATLAS PHILLIP Y 180 135,000.00
1
135 N PEARSON LANE 8.875 1,359.24
53
8.625 1,359.24
255,000.00
SOUTHLAKE TX 76092 2 10/02/95
00
0380249376 05 12/01/95
0
UNKNOWN O 11/01/10
0
1442938 723/728 F 330,000.00
ZZ
JACKSON H C 180 329,025.04
1
16 DELLWOOD COURT 7.750 3,106.21
75
7.500 3,106.21
440,000.00
SAN RAFAEL CA 94901 1 09/21/95
00
0380227554 05 11/01/95
0
8187 O 10/01/10
0
1443019 144/144 F 250,000.00
ZZ
DELUCA JAMES A 180 250,000.00
1
9 SCANDELL COURT 7.250 2,282.16
56
7.000 2,282.16
450,000.00
TOMPKINS COVE NY 10986 5 10/19/95
00
160344796 05 12/01/95
0
1
160344796 O 11/01/10
0
1443035 076/076 F 237,500.00
ZZ
FUTRELL OLGA L 180 235,358.11
1
123 LAKESHORE DRIVE 7.625 2,218.56
95
7.375 2,218.56
250,000.00
WAXAHACHIE TX 75165 1 07/17/95
10
4858742 05 09/01/95
25
4858742 O 08/01/10
0
1443058 943/943 F 381,000.00
ZZ
LANGER ANDREW J 180 369,250.32
42
53 EAST 66TH STREET #7AB 8.750 3,807.90
25
8.500 3,807.90
1,550,000.00
NEW YORK NY 10021 2 11/29/94
00
4510600163 14 01/01/95
0
4510600163 O 12/01/09
0
1443059 943/943 F 308,000.00
ZZ
DE LOS REYES R A 180 297,149.32
157
1 GRACIE TERRACE, APT #8A 8.250 2,988.04
70
8.000 2,988.04
440,000.00
NEW YORK NY 10028 1 10/18/94
00
4511100143 12 12/01/94
0
4511100143 O 11/01/09
0
1443060 943/943 F 32,500.00
ZZ
SIRABELLA JOANNE G 180 31,305.88
1
2 SOUTH ROAD, BLDG 14, APT #2L 7.750 305.92
65
7.500 305.92
50,000.00
HARRISON NY 10528 1 10/12/94
00
4511100147 11 12/01/94
0
4511100147 O 11/01/09
0
1443061 943/943 F 63,100.00
ZZ
QUINTANA JENNIE E 180 60,377.56
140
372 CENTRAL PARK AVE. #1-A 7.750 593.95
85
7.500 593.95
75,000.00
SCARSDALE NY 10583 1 08/23/94
04
4512000105 12 10/01/94
17
4512000105 O 09/01/09
0
1
1443094 943/943 F 44,000.00
ZZ
JAHNKE HARRY 180 43,753.16
364
33-65 14TH STREET APT 12D 8.375 430.07
90
8.125 430.07
49,000.00
LONG ISLAND CIT NY 11106 1 08/21/95
04
5512300291 12 10/01/95
20
5512300291 O 09/01/10
0
1443104 943/943 F 25,000.00
ZZ
BROCATO LUCILLE 180 24,711.60
1,822
73-55 210TH STREET 2K 7.500 231.76
59
7.250 231.76
43,000.00
BAYSIDE NY 11364 1 08/10/95
00
5543700171 10 10/01/95
0
5543700171 O 09/01/10
0
1443118 943/728 F 252,000.00
T
ALTMAN MURRAY 180 250,538.65
1
505 VILLAGE ROAD 8.000 2,408.25
80
7.750 2,408.25
315,000.00
BRECKENRIDGE CO 80424 1 08/30/95
00
0380210683 01 10/01/95
0
5050007462 O 09/01/10
0
1443145 943/728 F 40,000.00
ZZ
CAFARO NICHOLAS 180 39,499.88
286
224-24 UNION TURNPIKE 3R 7.375 367.97
80
7.125 367.97
50,000.00
BAYSIDE NY 11364 1 06/15/95
10
0380219304 12 08/01/95
12
5090008103 O 07/01/10
0
1443146 943/728 F 33,000.00
ZZ
NAKHTSEN DENNIS 180 32,593.27
192
142-15 26TH AVENUE 2H 8.250 320.15
63
8.000 320.15
53,000.00
FLUSHING NY 11354 1 06/06/95
00
0380210766 13 08/01/95
0
5090008164 O 07/01/10
0
1443147 943/728 F 300,000.00
ZZ
DAVIS DWIGHT F 180 296,345.32
47
164 E 72ND STREET UNIT 1C 8.000 2,866.96
47
7.750 2,866.96
640,000.00
1
NEW YORK NY 10021 1 06/06/95
00
0380210790 13 08/01/95
0
5090008367 O 07/01/10
0
1443157 943/728 F 322,000.00
ZZ
KEHOE RICHARD F 180 320,091.20
1
835 ELMWOOD AVENUE 7.750 3,030.91
52
7.500 3,030.91
630,000.00
WILMETTE IL 60091 2 08/10/95
00
0380211087 05 10/01/95
0
5090011092 O 09/01/10
0
1443406 480/728 F 219,000.00
ZZ
MALONEY JOHN F 180 217,771.49
1
12571 COUNTRYSIDE TR 8.375 2,140.56
75
8.125 2,140.56
292,640.00
COOPER CITY FL 33330 1 08/31/95
00
0380206152 03 10/01/95
0
1756014 O 09/01/10
0
1443506 637/728 F 125,000.00
ZZ
POUST ROBERT R 180 124,630.69
1
717 BUCKS ROAD 7.750 1,176.60
58
7.500 1,176.60
218,000.00
PERKASIE PA 18944 2 09/29/95
00
0380232265 05 11/01/95
0
4034948 O 10/01/10
0
1443787 E15/728 F 240,000.00
ZZ
LOTTE CHARLES W 180 240,000.00
1
8363 SALE AVENUE 7.625 2,241.91
80
WEST HILLS AREA 7.375 2,241.91
303,000.00
LOS ANGELES CA 91304 1 10/01/95
00
0380249244 05 12/01/95
0
04193911 O 11/01/10
0
1444092 232/232 F 270,000.00
ZZ
CANNIZZARO CHERYL W 180 268,364.04
1
1070 N E 28TH TERRACE 7.500 2,502.93
71
7.250 2,502.93
385,000.00
POMPANO BEACH FL 33062 5 08/02/95
00
883091 05 10/01/95
0
883091 O 09/01/10
0
1
1444147 439/439 F 300,000.00
ZZ
PRAXMARER ANDREW F 180 299,148.29
1
11602 BRIARWOOD LANE 8.200 2,901.71
79
8.075 2,901.71
380,000.00
BURR RIDGE IL 60525 1 09/15/95
00
1806258 05 11/01/95
0
1806258 O 10/01/10
0
1444183 975/728 F 200,000.00
ZZ
LE LANH V 180 200,000.00
1
19392 CORALWOOD LANE 8.125 1,925.76
54
7.875 1,925.76
375,000.00
HUNTINGTON BEAC CA 92646 1 10/09/95
00
0380241142 05 12/01/95
0
951951 O 11/01/10
0
1444217 E28/E28 F 400,000.00
ZZ
BILLIS ALBERT E 180 368,732.17
1
272 KIRKSWAY COURT 6.875 3,567.42
73
6.675 3,567.42
550,000.00
LAKE ORION MI 48362 6 11/11/93
00
221171259 01 01/01/94
0
221171259 O 12/01/08
0
1444264 773/728 F 206,250.00
ZZ
DECKER LINDA A 180 177,181.91
1
201 SHERIDAN AVENUE 7.375 1,897.35
75
7.125 1,897.35
278,000.00
HOHOKUS NJ 07423 2 10/15/92
00
0380235896 05 12/01/92
0
6945326 O 11/01/07
0
1444265 E28/E28 F 585,000.00
T
MUNNEKE JOHN A 180 549,276.81
1
0336 WINDERMERE CIRCLE 7.125 5,299.11
73
6.925 5,299.11
804,257.00
EDWARDS CO 81620 1 04/22/94
00
221433071 03 06/01/94
0
221433071 O 05/01/09
0
1444267 773/728 F 216,000.00
ZZ
FERRILLO JR JOHN A 180 191,598.26
1
1
31 CRESCENT PLACE 7.625 2,017.73
67
7.375 2,017.73
327,000.00
HOHOKUS NJ 07423 2 12/01/92
00
0380235706 05 02/01/93
0
6946082 O 01/01/08
0
1444270 773/728 F 212,000.00
ZZ
CHATTERJEE BIKAS 180 187,264.84
1
28 SPARROW ROAD 7.625 1,980.36
70
7.375 1,980.36
305,000.00
RANDOLPH NJ 07869 2 11/18/92
00
0380235722 05 01/01/93
0
6927221 O 12/01/07
0
1444271 773/728 F 206,000.00
ZZ
VELSOR JAMES 180 175,410.29
1
27 RIDGE COURT 7.875 1,953.81
73
7.625 1,953.81
285,000.00
CEDAR GROVE NJ 07009 2 02/27/92
00
0380235656 05 04/01/92
0
6911365 O 03/01/07
0
1444273 773/728 F 215,000.00
ZZ
STRADER DAVID J 180 190,875.82
1
119 MORNINGSIDE RD 7.625 2,008.38
64
7.375 2,008.38
340,000.00
VERONA NJ 07044 2 01/28/93
00
0380235375 05 03/01/93
0
6947037 O 02/01/08
0
1444274 773/728 F 221,500.00
ZZ
ROSENBERG MARK H 180 190,744.70
1
71 ORION ROAD 7.250 2,022.00
78
7.000 2,022.00
287,000.00
BERKELEY HEIGHT NJ 07922 2 12/14/92
00
0380235847 05 02/01/93
0
6946434 O 01/01/08
0
1444730 070/728 F 253,750.00
ZZ
KIM JIN T 180 251,580.20
1
1077 WESTVIEW WAY 8.500 2,498.78
70
8.250 2,498.78
362,500.00
ANN ARBOR MI 48103 1 07/28/95
00
0380224676 05 09/01/95
0
1
4786965 O 08/01/10
0
1444733 070/728 F 25,500.00
ZZ
HAMDIA SHEFQET 180 25,218.19
1
600 S.W. 2 AVENUE 142-D 8.625 252.98
70
8.375 252.98
36,500.00
BOCA RATON FL 33432 1 06/08/95
00
0380224361 01 08/01/95
0
4510584 O 07/01/10
0
1444794 664/728 F 64,000.00
ZZ
DECORRADO JOSEPH D 180 63,644.93
1
200 BENTON LANE 8.500 630.24
38
8.250 630.24
172,500.00
BLOOMINGDALE IL 60108 2 09/01/95
00
0380246588 09 10/01/95
0
2047421 O 09/01/10
0
1444861 A83/728 F 325,000.00
ZZ
KIMBALL WILLIAM C 180 323,115.34
1
6917 CAPITAL VIEW COURT 8.000 3,105.87
90
7.750 3,105.87
363,201.00
JOHNSTON IA 50131 1 08/24/95
04
0380220062 05 10/01/95
25
93931 O 09/01/10
0
1444953 664/728 F 105,000.00
ZZ
MOREAU BETTY 180 105,000.00
1
400 HUGGINS DRIVE 8.250 1,018.65
75
8.000 1,018.65
140,000.00
SPRINGTOWN TX 76082 1 10/04/95
00
0380245374 05 12/01/95
0
2109544 O 11/01/10
0
1445006 144/144 F 303,750.00
T
KEY JAMES E 180 298,678.21
1
47 DORAL GREENS DRIVE WEST 8.625 3,013.44
75
8.375 3,013.44
405,000.00
RYE NY 10573 1 04/19/95
00
160580290 09 06/01/95
0
160580290 O 05/01/10
0
1
1445210 A52/728 F 217,600.00
ZZ
LI ZHENG 180 217,600.00
1
11260 HOUZE ROAD 7.875 2,063.83
80
7.625 2,063.83
272,000.00
ROSWELL GA 30075 1 10/03/95
00
0380212390 05 12/01/95
0
120324 O 11/01/10
0
1445485 736/728 F 234,900.00
ZZ
NYBERG DAVID W 180 234,221.17
1
5218 YORKTON WAY 8.000 2,244.83
90
7.750 2,244.83
261,000.00
SAN JOSE CA 95130 2 09/14/95
21
0380227505 05 11/01/95
17
449893 O 10/01/10
0
1445537 776/728 F 195,200.00
ZZ
BLACKWOOD CARL 180 194,616.90
1
2264 SOUTH SAN TOMAS AQUINO RO 7.625 1,823.43
80
7.375 1,823.43
244,000.00
CAMPBELL CA 95008 1 09/14/95
00
0380222373 05 11/01/95
0
6224215 O 10/01/10
0
1445698 439/439 F 388,000.00
T
GIOVARA ARTHUR A 180 386,848.62
1
31 DIPSEA ROAD 7.700 3,641.05
49
7.575 3,641.05
800,000.00
STINSON BEACH CA 94970 2 09/07/95
00
1803751 05 11/01/95
0
1803751 O 10/01/10
0
1445699 439/439 F 277,500.00
ZZ
BERGOLD KARLENE K 180 276,676.53
1
1811 SHERIDAN AVENUE 7.700 2,604.10
75
7.575 2,604.10
370,000.00
SAN DIEGO CA 92103 1 09/07/95
00
1807072 05 11/01/95
0
1807072 O 10/01/10
0
1445812 375/728 F 400,000.00
ZZ
CROWE GARY W 180 398,818.23
1
9132 GOLDEN EAGLE DRIVE 7.750 3,765.10
44
7.500 3,765.10
925,000.00
1
LAS VEGAS NV 89134 2 09/05/95
00
0380225301 05 11/01/95
0
388283 O 10/01/10
0
1445907 171/728 F 88,000.00
ZZ
AGAHI MONSEF 180 87,742.86
1
12526 PEACHLEAF STREET 7.875 834.64
66
7.625 834.64
134,000.00
MORENO VALLEY CA 92553 2 09/21/95
00
0380221821 05 11/01/95
0
6750710 O 10/01/10
0
1445929 560/560 F 444,800.00
T
GOLDEN DAVID S 180 440,918.01
1
384 GORE CREEK DRIVE NO 3 8.000 4,250.74
74
7.750 4,250.74
604,000.00
VAIL CO 81657 2 07/31/95
00
450189451 01 09/01/95
0
450189451 O 08/01/10
0
1445933 560/560 F 214,800.00
ZZ
KOLODZIEJ CHESTER E 180 213,440.69
1
3183 GREENSPRING LANE 7.000 1,930.68
67
6.750 1,930.68
324,800.00
ROCHESTER HILLS MI 48309 1 08/04/95
00
450192646 05 10/01/95
0
450192646 O 09/01/10
0
1445938 560/560 F 425,000.00
ZZ
FRITZLER JAMES 180 422,188.33
1
225 FRANCES LANE 7.125 3,849.78
70
6.875 3,849.78
610,000.00
SAN CARLOS CA 94070 6 08/01/95
00
450200423 05 10/01/95
0
450200423 O 09/01/10
0
1446016 946/728 F 443,900.00
ZZ
ROSLANSKY THOMAS T 180 443,900.00
1
20411 VIA GUADALUPE 7.875 4,210.17
80
7.625 4,210.17
555,000.00
YORBA LINDA CA 92687 1 10/13/95
00
0380245994 03 12/01/95
0
371345 O 11/01/10
0
1
1446116 253/253 F 249,000.00
ZZ
ROCK TERRENCE L 180 248,264.35
1
1408 EAST JETER ROAD 7.750 2,343.78
63
7.500 2,343.78
400,000.00
BARTONVILLE TX 76226 2 09/19/95
00
310056 05 11/01/95
0
310056 O 10/01/10
0
1446384 439/439 F 360,000.00
ZZ
NAKAMURA GLENN E 180 358,975.68
1
25 GRAY STONE WAY 8.175 3,476.82
63
8.050 3,476.82
580,000.00
LAGUNA NIGUEL CA 92677 2 09/11/95
00
1809145 03 11/01/95
0
1809145 O 10/01/10
0
1446446 927/728 F 448,000.00
ZZ
BOWERS BRIAN J 180 446,676.41
1
119 ONEKEA DRIVE 7.750 4,216.92
50
7.500 4,216.92
900,000.00
KAILUA HI 96734 2 09/08/95
00
0380228727 05 11/01/95
0
162347 O 10/01/10
0
1446521 028/728 F 64,000.00
ZZ
STURTEVANT JAMES H 180 63,821.12
1
734 EAST "D" STREET 8.375 625.55
80
8.125 625.55
80,000.00
OAKDALE CA 95361 5 09/20/95
00
0380236472 05 11/01/95
0
143897 O 10/01/10
0
1446586 943/943 F 63,500.00
ZZ
SELTZER STEVEN 180 52,236.85
127
23-25 BELL BOULEVARD 6-A 8.875 639.35
75
8.625 639.35
85,000.00
BAYSIDE NY 11360 2 12/09/94
00
2488234 10 02/01/95
0
2488234 O 01/01/10
0
1446604 736/728 F 203,150.00
ZZ
STUCKEY STEPHEN R 180 203,150.00
1
1
22600 PROSPECT ROAD 7.875 1,926.78
29
7.625 1,926.78
725,000.00
SARATOGA CA 95070 2 10/17/95
00
0380248618 05 12/01/95
0
450145 O 11/01/10
0
1446667 334/728 F 480,000.00
ZZ
HIRSCH HOWARD 180 477,247.03
1
809 CALLE MIRAMAR 8.125 4,621.84
80
7.875 4,621.84
600,000.00
REDONDO BEACH CA 90277 1 08/18/95
00
0380226317 05 10/01/95
0
41008621 O 09/01/10
0
1446672 334/728 F 250,000.00
ZZ
YOCCA NICK E 180 248,581.92
1
227 MONARCH BAY DRIVE 8.250 2,425.36
67
8.000 2,425.36
375,000.00
DANA POINT CA 92629 1 08/17/95
00
0380234618 03 10/01/95
0
969024 O 09/01/10
0
1446723 450/728 F 210,000.00
ZZ
ALLISON JOHN E 180 209,393.13
1
4215 SHETLAND DR 8.000 2,006.87
78
7.750 2,006.87
270,000.00
ANN ARBOR TWP MI 48105 2 09/07/95
00
0380223918 05 11/01/95
0
000165060 O 10/01/10
0
1446745 450/728 F 80,000.00
ZZ
WATERS ROBERT D 180 79,530.95
1
191 JOSHUA ROAD 7.875 758.76
28
7.625 758.76
290,000.00
DIVIDE CO 80814 1 08/11/95
00
0380227307 03 10/01/95
0
3985488 O 09/01/10
0
1446747 450/728 F 144,750.00
ZZ
MERCHAK RICHARD E 180 143,444.56
1
2755 NORTH COTTONWOOD STREET 7.625 1,352.15
75
7.375 1,352.15
193,000.00
ORANGE CA 92665 1 07/13/95
00
0380227281 05 09/01/95
0
1
3955903 O 08/01/10
0
1446782 744/728 F 360,000.00
ZZ
SHAFER ELIZABETHS 180 360,000.00
1
1751 SPYGLASS LANE 7.375 3,311.72
70
7.125 3,311.72
515,000.00
MORAGA CA 94556 1 10/02/95
00
0380226572 03 12/01/95
0
21111 O 11/01/10
0
1446792 686/686 F 203,151.00
ZZ
YI HAK R 180 202,589.48
1
6104 NE 152ND STREET 8.500 2,000.51
65
8.250 2,000.51
312,500.00
BOTHELL WA 98011 1 09/11/95
00
30816854871 05 11/01/95
0
30816854871 O 10/01/10
0
1446793 686/686 F 225,000.00
ZZ
HENDERSON RAYMOND J 180 224,370.31
1
770 DOVER STREET 8.375 2,199.21
75
8.125 2,199.21
300,000.00
BOCA RATON FL 33487 2 09/06/95
00
30816869804 05 11/01/95
0
30816869804 O 10/01/10
0
1446794 686/686 F 70,850.00
ZZ
LEVINE JEFFREY S 180 70,642.52
1
1691 OMIE WAY 7.850 670.96
75
7.600 670.96
94,500.00
LAWRENCEVILLE GA 30243 1 09/13/95
00
30816922967 05 11/01/95
0
30816922967 O 10/01/10
0
1446795 686/686 F 240,000.00
ZZ
MILLAGE JAMES A 180 239,290.93
1
575 VILLANOVA ROAD 7.750 2,259.07
80
7.500 2,259.07
300,000.00
OJAI AREA CA 93023 2 09/28/95
00
30817221955 05 11/01/95
0
30817221955 O 10/01/10
0
1
1446797 686/686 F 124,500.00
ZZ
ZHANG YAN B 180 123,628.09
1
8273 GLENMAR ROAD 7.625 1,163.00
57
7.375 1,163.00
221,265.00
ELLICOTT CITY MD 21043 1 09/15/95
00
30816999999 03 11/01/95
0
30816999999 O 10/01/10
0
1446812 686/686 F 280,000.00
ZZ
MALONE SHANA D 180 279,234.67
1
15016 CARRY BACK DRIVE 8.625 2,777.83
80
8.375 2,777.83
350,000.00
NORTH POTOMAC MD 20878 5 09/15/95
00
30817035124 05 11/01/95
0
30817035124 O 10/01/10
0
1446826 686/686 F 243,750.00
ZZ
COMFORT WAYNE M 180 243,037.76
1
1029 RIPPEY STREET 7.875 2,311.85
75
7.625 2,311.85
325,000.00
EL CAJON CA 92020 5 09/13/95
00
30816948731 05 11/01/95
0
30816948731 O 10/01/10
0
1446827 686/686 F 126,000.00
ZZ
WILLIAMS TERRY L 180 125,643.87
1
369 RIVER DRIVE 8.250 1,222.38
70
8.000 1,222.38
180,000.00
MT JULIET TN 37122 2 09/21/95
00
30817223811 05 11/01/95
0
30817223811 O 10/01/10
0
1446828 686/686 F 220,000.00
ZZ
SANDERS LEE 180 219,335.57
1
8714 AUTUMN OAKS DRIVE 7.500 2,039.43
79
7.250 2,039.43
279,000.00
DALLAS TX 75243 1 09/22/95
00
30817224132 05 11/01/95
0
30817224132 O 10/01/10
0
1446850 450/728 F 308,000.00
ZZ
MURRAY DANIEL A 180 307,090.04
1
916 ROLLING PASS 7.750 2,899.13
80
7.500 2,899.13
385,000.00
1
GLENVIEW IL 60025 1 09/07/95
00
0380227828 05 11/01/95
0
3986262 O 10/01/10
0
1446858 736/728 F 66,000.00
ZZ
BACH FREDERICK 180 65,815.53
1
1801 MONTE ALBAN DRIVE 8.375 645.10
52
8.125 645.10
128,000.00
NORTH LAS VEGAS NV 89031 1 09/19/95
00
0380231986 05 11/01/95
0
446627 O 10/01/10
0
1446865 367/367 F 233,563.27
ZZ
GREENE JOSHUA E 157 232,708.19
1
3919 BENTWOOD COURT 7.875 2,387.84
68
7.625 2,387.84
345,500.00
FAIRFAX VA 22031 2 10/02/95
00
75147280 03 11/01/95
0
75147280 O 11/01/08
0
1446895 686/686 F 297,800.00
ZZ
LIAO CHIAWEI 180 296,967.62
1
6490 GRAYSTONE MEADOW CIR 8.375 2,910.78
66
8.125 2,910.78
455,000.00
SAN JOSE CA 95120 2 09/15/95
00
30816847172 05 11/01/95
0
30816847172 O 10/01/10
0
1446896 686/686 F 200,000.00
ZZ
TSAI MICHAEL M 180 199,416.89
1
60 BAKER ROAD 7.900 1,899.78
67
7.650 1,899.78
300,000.00
LIVINGSTON NJ 07039 5 09/25/95
00
30816832885 05 11/01/95
0
30816832885 O 10/01/10
0
1446897 686/686 F 60,000.00
ZZ
CHEN MEI-CHU 180 59,820.77
1
209 AMBERFIELD LANE 7.625 560.48
37
7.375 560.48
163,000.00
GAITHERSBURG MD 20878 1 09/26/95
00
30817035223 03 11/01/95
0
30817035223 O 10/01/10
0
1
1446898 686/686 F 74,600.00
ZZ
STANCAVAGE MATTHEW J 180 74,380.08
1
13 BARRY ROAD 7.775 703.27
68
7.525 703.27
110,000.00
PLYMOUTH CT 06782 2 09/22/95
00
30817130842 05 11/01/95
0
30817130842 O 10/01/10
0
1446899 686/686 F 235,850.00
ZZ
YOM SUN Y 180 234,883.03
1
2202 GARDEN POINT DRIVE 7.800 2,226.76
63
7.550 2,226.76
380,000.00
KINGWOOD TX 77345 2 09/22/95
00
30816857577 03 11/01/95
0
30816857577 O 10/01/10
0
1446901 686/686 F 115,000.00
ZZ
ROBBINS HARRY G 180 114,663.97
1
11110 MINNEAPOLIS DRIVE 7.875 1,090.72
49
7.625 1,090.72
235,000.00
COOPER CITY FL 33026 5 09/22/95
00
30817214141 03 11/01/95
0
30817214141 O 10/01/10
0
1446902 686/686 F 256,000.00
ZZ
FORREST THOMAS L 180 255,263.46
1
11280 POSTHILL ROAD 8.050 2,453.87
80
7.800 2,453.87
320,000.00
LAKESIDE CA 92040 5 09/13/95
00
30816859276 05 11/01/95
0
30816859276 O 10/01/10
0
1446904 686/686 F 41,100.00
ZZ
FLANAGAN MAE 180 39,249.90
1
2510 ALLAN ADALE ROAD 7.900 390.41
75
7.650 390.41
55,000.00
MELBOURNE FL 32935 2 09/25/95
00
30817101199 05 11/01/95
0
30817101199 O 10/01/10
0
1446906 686/686 F 46,000.00
ZZ
CAPORALE SANDRA C 120 45,746.45
1
1
84 HILLTOP ROAD 7.850 554.47
35
7.600 554.47
134,000.00
NAUGATUCK CT 06770 2 09/25/95
00
30817130917 05 11/01/95
0
30817130917 O 10/01/05
0
1446908 686/686 F 75,000.00
ZZ
SHY HAI L 180 74,779.39
1
2640 SE 79TH AVENUE 7.800 708.11
60
7.550 708.11
125,000.00
PORTLAND OR 97206 1 09/22/95
00
30817144678 05 11/01/95
0
30817144678 O 10/01/10
0
1446909 686/686 F 150,000.00
ZZ
HERNANDEZ CARLOS 180 149,560.73
1
12555 SW 43RD STREET 7.850 1,420.52
50
7.600 1,420.52
300,100.00
MIAMI FL 33175 1 09/29/95
00
30817154131 05 11/01/95
0
30817154131 O 10/01/10
0
1446911 686/686 F 159,700.00
ZZ
SCARPINO KELVIN M 180 159,238.49
1
5470 PIKE STREET 8.000 1,526.18
75
7.750 1,526.18
212,950.00
GOLDEN CO 80403 1 09/27/95
00
30817179070 05 11/01/95
0
30817179070 O 10/01/10
0
1446912 686/686 F 465,000.00
ZZ
CONGER MARK 180 463,610.98
1
14308 VIA BARODA 7.625 4,343.71
75
7.375 4,343.71
620,000.00
SAN DIEGO CA 92130 2 09/22/95
00
30816948913 01 11/01/95
0
30816948913 O 10/01/10
0
1446914 686/686 F 250,000.00
ZZ
MATSON III D W 180 249,219.80
1
532 SAN ESTEBAN AVENUE 7.125 2,264.58
37
6.875 2,264.58
685,000.00
CORAL GABLES FL 33146 2 09/25/95
00
30817216534 05 11/01/95
0
1
30817216534 O 10/01/10
0
1446916 686/686 F 83,900.00
ZZ
PACI ERIC P 180 83,654.84
1
3978 HIELD ROAD NW 7.875 795.75
70
7.625 795.75
119,900.00
PALM BAY FL 32907 1 09/29/95
00
30817217136 05 11/01/95
0
30817217136 O 10/01/10
0
1446919 686/686 F 64,500.00
ZZ
SCROGGINS JULIE R 180 64,313.60
1
14003 HAZEL RIDGE COURT 8.000 616.40
50
7.750 616.40
129,500.00
HOUSTON TX 77062 1 09/27/95
00
00817224322 03 11/01/95
0
00817224322 O 10/01/10
0
1447087 450/728 F 140,000.00
ZZ
SNYDER MARY A 180 139,188.13
1
258 DEKKER DRIVE 8.000 1,337.92
46
7.750 1,337.92
310,000.00
GOLDEN CO 80401 2 09/01/95
00
0380227240 05 10/01/95
0
3987096 O 09/01/10
0
1447089 450/728 F 297,000.00
ZZ
CROWE PATRICIA M 180 296,151.18
1
2479 PINE HOLLOW TRAIL 8.125 2,859.76
73
7.875 2,859.76
410,000.00
BRIGHTON TOWNSH MI 48116 2 09/12/95
00
0380227273 05 11/01/95
0
3013596 O 10/01/10
0
1447102 267/267 F 255,000.00
ZZ
SCHUMACHER FRANCIS X 180 254,254.89
1
2781 ROSS ROAD 7.875 2,418.55
56
7.625 2,418.55
462,500.00
PALO ALTO CA 94303 2 09/07/95
00
4362569 05 11/01/95
0
4362569 O 10/01/10
0
1
1447136 624/728 F 247,500.00
ZZ
TAYLOR JAMES E 180 246,792.65
1
1541 BROCKMAN ROAD 8.125 2,383.13
75
7.875 2,383.13
330,000.00
EL CENTRO CA 92243 4 09/28/95
00
0380227935 05 11/01/95
0
34771150083 O 10/01/10
0
1447141 439/439 F 400,000.00
ZZ
LEE PAUL M 180 398,802.51
1
17B EAST SHADY LANE 7.600 3,730.82
69
7.475 3,730.82
585,000.00
HOUSTON TX 77024 1 09/28/95
00
1803961 05 11/01/95
0
1803961 O 10/01/10
0
1447143 439/439 F 561,500.00
ZZ
BETH SCOTT M 180 559,833.76
1
1918 EMERSON STREET 7.700 5,269.20
77
7.575 5,269.20
735,000.00
PALO ALTO CA 94301 1 09/21/95
00
1810106 05 11/01/95
0
1810106 O 10/01/10
0
1447156 439/439 F 300,000.00
ZZ
BROWN JAMES W 180 299,109.75
1
1401 DANBURY DRIVE 7.700 2,815.25
80
7.575 2,815.25
375,000.00
MANSFIELD TX 76063 4 09/22/95
00
1751052 05 11/01/95
0
1751052 O 10/01/10
0
1447157 439/439 F 212,000.00
ZZ
KOTLAREK MARK R 180 211,381.90
1
8803 CHATSWORTH DRIVE 7.900 2,013.77
80
7.775 2,013.77
265,000.00
HOUSTON TX 77024 1 09/29/95
00
1808906 05 11/01/95
0
1808906 O 10/01/10
0
1447197 998/998 F 247,000.00
ZZ
PARIGIAN MICHAEL J 180 246,294.08
1
9377 HANFORD STREET 8.125 2,378.32
94
7.875 2,378.32
265,000.00
1
VENTURA CA 93004 2 08/28/95
04
9818678 05 11/01/95
30
9818678 O 10/01/10
0
1447244 575/575 F 333,000.00
ZZ
STUBBS J P 180 330,960.19
1
201 AMPTHILL ROAD 7.375 3,063.34
90
7.250 3,063.34
370,000.00
RICHMOND VA 23221 1 08/04/95
14
130842841100696 05 10/01/95
25
130842841100696 O 09/01/10
0
1447275 635/635 F 500,000.00
ZZ
WIELHOUWER DANIEL R 180 494,288.63
1
1688 THATCH PALM ROAD 8.250 4,850.70
80
8.000 4,850.70
625,000.00
BOCA RATON FL 33432 1 06/21/95
00
6213235 03 08/01/95
0
6213235 O 07/01/10
0
1447375 439/439 F 393,000.00
ZZ
KONDON JOHN J 180 391,786.82
1
29910 AVENIDA ANILLO 7.250 3,587.56
72
7.125 3,587.56
550,000.00
RANCHO PALOS VE CA 90275 2 09/11/95
00
1806174 05 11/01/95
0
1806174 O 10/01/10
0
1447376 439/439 F 300,000.00
ZZ
RAUSCHUBER DONALD 180 299,129.19
1
1372 HOLLAND HILL 7.950 2,858.31
70
7.825 2,858.31
432,500.00
SOUTHLAKE TX 76092 1 09/28/95
00
1810135 03 11/01/95
0
1810135 O 10/01/10
0
1447424 439/439 F 620,000.00
ZZ
PARK HEUNGSUP 180 620,000.00
1
1995 NEWELL ROAD 7.750 5,835.91
78
7.625 5,835.91
800,000.00
PALO ALTO CA 94303 1 10/02/95
00
1815580 05 12/01/95
0
1815580 O 11/01/10
0
1
1447427 635/635 F 80,000.00
ZZ
PESSOLANO BRIAN 180 78,678.76
1
399 SW ASHBY LN 8.750 799.56
25
8.250 799.56
320,000.00
PALM CITY FL 34990 1 04/07/95
00
612927400 05 06/01/95
0
612927400 O 05/01/10
0
1447457 637/728 F 295,000.00
ZZ
THOMAS DAVID G 180 294,147.49
1
2073 NORTH KINGSTON ROAD 8.000 2,819.18
67
7.750 2,819.18
445,000.00
FARMINGTON UTAH UT 84025 5 09/15/95
00
0380232240 03 11/01/95
0
3087764 O 10/01/10
0
1447497 561/728 F 500,000.00
ZZ
ERICKSON DUANE C 180 498,571.00
1
1341 HENNESSY TERRACE 8.125 4,814.42
80
7.875 4,814.42
625,000.00
SANDY SPRING MD 20860 4 09/28/95
00
0380231382 05 11/01/95
0
8482648 O 10/01/10
0
1447500 403/403 F 350,000.00
ZZ
FORD GARY L 180 348,954.50
1
162 HOYT FARM ROAD 7.625 3,269.46
46
7.375 3,269.46
770,000.00
NEW CANNAN CT 06840 2 09/25/95
00
6405427 05 11/01/95
0
6405427 O 10/01/10
0
1447509 025/025 F 400,000.00
ZZ
BEATON THOMAS A 180 396,232.76
1
1243 ALBERTA DRIVE 7.125 3,623.32
50
6.875 3,623.32
800,000.00
WINTER PARK FL 32789 1 07/17/95
00
541408 05 09/01/95
0
541408 O 08/01/10
0
1447528 450/728 F 253,500.00
ZZ
MORALES-SANTIAGO JORGE 180 252,700.22
1
1
25690 GROVELAND 7.000 2,278.53
80
6.750 2,278.53
316,953.00
NOVI MI 48374 1 09/15/95
00
0380228958 05 11/01/95
0
3985942 O 10/01/10
0
1447798 637/728 F 300,000.00
ZZ
HOLLINGER MERLIN B 180 299,142.60
1
638 SHETLAND COURT 8.125 2,888.65
72
7.875 2,888.65
418,000.00
MILPITAS CA 95035 5 09/21/95
00
0380236175 05 11/01/95
0
3433331 O 10/01/10
0
1447811 637/728 F 150,000.00
T
GIBBER ELLIOT 180 149,566.52
1
Z-4 ZAHAVA CIRCLE 8.000 1,433.48
69
7.750 1,433.48
220,000.00
LOCH SHELDRAKE NY 12759 2 09/06/95
00
0380234519 03 11/01/95
0
3239209 O 10/01/10
0
1447823 640/640 F 240,000.00
ZZ
ELY JOHN D 180 238,577.30
1
1692 TALL FOREST LANE 7.750 2,259.06
69
7.500 2,259.06
350,000.00
COLLIERVILLE TN 38017 2 08/18/95
00
0979583 05 10/01/95
0
0979583 O 09/01/10
0
1447930 450/728 F 270,000.00
ZZ
REILEY ELDON H 180 269,184.57
1
101 12TH STREET 7.500 2,502.93
38
7.250 2,502.93
714,000.00
MONTARA CA 94037 2 09/20/95
00
0380233453 05 11/01/95
0
3958816 O 10/01/10
0
1447944 B91/728 F 224,000.00
ZZ
KRIM JONATHAN 180 224,000.00
1
21820 STAGECOACH ROAD 8.125 2,156.86
80
7.875 2,156.86
283,000.00
LOS GATOS CA 95030 2 10/23/95
00
0380248519 05 12/01/95
0
1
1951000395 O 11/01/10
0
1447975 927/728 F 270,000.00
ZZ
MANDEVILLE JON R 180 269,211.06
1
21832 NORTHEAST 103RD STREET 7.875 2,560.82
63
7.625 2,560.82
435,000.00
REDMOND WA 98053 2 09/22/95
00
0380235490 03 11/01/95
0
186056 O 10/01/10
0
1447988 232/232 F 340,000.00
ZZ
WEBSTER JAMES 180 336,933.73
1
9345 S.W. 142 STREET 7.625 3,176.04
80
7.375 3,176.04
425,000.00
MIAMI FL 33176 1 07/21/95
00
150416 05 09/01/95
0
150416 O 08/01/10
0
1448024 772/772 F 300,000.00
ZZ
SHERMAN JEFFREY Y 180 298,202.03
1
2070 HIDDEN RIDGE LANE 7.625 2,802.39
29
7.375 2,802.39
1,050,000.00
HIGHLAND PARK IL 60035 2 08/04/95
00
72000238 05 10/01/95
0
72000238 O 09/01/10
0
1448162 664/728 F 57,000.00
ZZ
NGUYEN TIEN M 180 56,835.27
1
20406 HAVENS EDGE COURT 8.000 544.73
75
7.750 544.73
76,000.00
HUMBLE TX 77338 1 09/26/95
00
0380236050 03 11/01/95
0
2109262 O 10/01/10
0
1448200 267/267 F 275,000.00
ZZ
WALRATH ALBERTA M 180 275,000.00
1
12101 EDGECLIFF PLACE 7.675 2,576.71
29
7.425 2,576.71
981,000.00
LOS ALTOS HILLS CA 94022 2 09/25/95
00
4365753 05 12/01/95
0
4365753 O 11/01/10
0
1
1448243 640/640 F 500,000.00
ZZ
PETTEY III JOHN H 180 498,489.94
1
2891 CENTRAL AVENUE 7.500 4,635.06
67
7.250 4,635.06
750,000.00
MEMPHIS TN 38111 2 09/25/95
00
959775 05 11/01/95
0
959775 O 10/01/10
0
1448322 786/786 F 400,000.00
ZZ
AN CHANG H 180 391,920.98
1
59 ROCK POINT PLACE NE 8.250 3,880.56
59
8.000 3,880.56
689,000.00
ALBUQUERQUE NM 87122 1 03/15/95
00
483013 05 05/01/95
0
483013 O 04/01/10
0
1448343 786/786 F 220,000.00
ZZ
GRAY MARK A 180 218,079.94
1
502 HANNA ROAD 8.000 2,102.44
89
7.750 2,102.44
249,000.00
BEL AIR MD 21014 1 07/31/95
01
694455 03 09/01/95
25
694455 O 08/01/10
0
1448346 450/728 F 350,000.00
ZZ
ROSEN NORMAN H 180 350,000.00
1
75 HARLAN 7.625 3,269.45
75
7.375 3,269.45
469,000.00
BLOOMFIELD TWP MI 48304 1 10/02/95
00
0380233479 05 12/01/95
0
4120598 O 11/01/10
0
1448360 786/786 F 345,000.00
ZZ
MAHONEY JOHN J 180 342,932.33
1
4844 WATERSIDE DRIVE 7.625 3,222.75
75
7.375 3,222.75
460,000.00
LEXINGTON KY 40513 1 08/16/95
00
691975 03 10/01/95
0
691975 O 09/01/10
0
1448366 786/786 F 520,000.00
ZZ
GAY JR WILLIAM A 180 513,794.98
1
#52 CLERMONT LANE 7.750 4,894.64
73
7.500 4,894.64
715,000.00
1
LADUE MO 63124 1 06/23/95
00
160331 03 08/01/95
0
160331 O 07/01/10
0
1448370 786/786 F 251,900.00
ZZ
LAMB DAVID H 180 250,390.28
1
120 SCOTLAND DRIVE 7.625 2,353.08
80
7.375 2,353.08
318,000.00
LEXINGTON SC 29072 2 08/18/95
00
691739 03 10/01/95
0
691739 O 09/01/10
0
1448372 786/786 F 215,000.00
ZZ
RATHER GORDON 180 213,711.46
1
1805 RIVER HEIGHTS 7.625 2,008.38
65
7.375 2,008.38
335,000.00
LITTLE ROCK AR 72202 2 08/17/95
00
169616 05 10/01/95
0
169616 O 09/01/10
0
1448436 635/635 F 266,700.00
ZZ
SANTOS JR AMALIO 180 263,686.81
1
138 11 COOLIDGE AVE 8.375 2,606.80
70
8.125 2,606.80
381,000.00
FLUSHING NY 11364 1 06/07/95
00
6126585 05 08/01/95
0
6126585 O 07/01/10
0
1448480 635/635 F 142,000.00
ZZ
WELLMAN JEFFREY B 180 140,691.21
1
101 COYOTE RIDGE RD 7.375 1,306.30
42
7.125 1,306.30
340,000.00
SANTA FE NM 87501 2 07/12/95
00
6195291 03 09/01/95
0
6195291 O 08/01/10
0
1448496 405/405 F 305,000.00
ZZ
HICKMAN JAMES H 180 303,285.85
1
44 MACONDRAY LANE 7.500 2,827.39
74
UNIT 4E 7.250 2,827.39
415,000.00
SAN FRANCISCO CA 94133 2 09/11/95
00
3740917 08 11/01/95
0
3740917 O 10/01/10
0
1
1448502 405/405 F 648,000.00
ZZ
ROBINSON JOHN S 180 646,127.37
1
25 CHESTNUT PLACE 8.000 6,192.63
80
7.750 6,192.63
810,000.00
DANVILLE CA 94506 1 09/21/95
00
3766680 03 11/01/95
0
3766680 O 10/01/10
0
1448529 E19/728 F 227,800.00
ZZ
RICHARDSON ROBERT D 180 227,800.00
1
15823 QUIET VALLEY LANE 8.250 2,209.98
80
8.000 2,209.98
285,000.00
POWAY CA 92064 2 10/26/95
00
0380249301 05 12/01/95
0
100002682 O 11/01/10
0
1448552 786/786 F 271,000.00
ZZ
HERMANN J M 180 265,389.45
1
1170 PINO N E 7.500 2,512.21
79
7.250 2,512.21
345,000.00
ALBUQUERQUE NM 87109 2 07/31/95
00
163784 05 09/01/95
0
163784 O 08/01/10
0
1448573 786/786 F 250,000.00
ZZ
KNIGHT JOHN H 180 247,695.85
1
257 FERN VALLEY COURT 7.375 2,299.81
76
7.125 2,299.81
330,000.00
ELIZABETHTOWN KY 42701 1 07/20/95
00
691286 05 09/01/95
0
691286 O 08/01/10
0
1448592 069/728 F 420,000.00
ZZ
VERHAM RON 180 418,674.92
1
6551 DUME DRIVE 7.000 3,775.08
80
6.750 3,775.08
525,000.00
MALIBU CA 90265 2 09/25/95
00
0380237017 05 11/01/95
0
2102044485 O 10/01/10
0
1448607 943/728 F 80,000.00
ZZ
MIRAKIAN JACK J 180 79,761.02
1
1
128 PLUM CREEK 7.625 747.31
73
7.375 747.31
111,000.00
LAPEER MI 48446 1 09/25/95
00
0380248295 05 11/01/95
0
5050005959 O 10/01/10
0
1448609 943/728 F 48,000.00
T
RAMUDIT RAJPATTIE 180 47,855.03
1
105 MONROE AVENUE 7.500 444.97
80
7.250 444.97
60,000.00
HINESVILLE GA 31313 1 09/29/95
00
0380248337 05 11/01/95
0
5050008203 O 10/01/10
0
1448610 943/728 F 88,000.00
ZZ
VENZKE JEFFREY L 180 87,159.74
1
115 QUAKER DRIVE 7.625 822.04
95
7.375 822.04
93,000.00
BETHLEHEM PA 18017 2 09/18/95
14
0380248345 01 11/01/95
25
5050008207 O 10/01/10
0
1448611 943/728 F 279,000.00
ZZ
SHANTZ JEFFREY D 180 279,000.00
1
3680 EAST LAKESHORE 7.875 2,646.18
90
7.625 2,646.18
310,000.00
WHITEFISH MT 59937 1 09/29/95
01
0380248279 05 12/01/95
25
5050008767 O 11/01/10
0
1448612 943/728 F 325,000.00
ZZ
DUNCAN GALE W 180 323,030.73
1
14 COUNTRY CLUB CIRCLE 7.500 3,012.79
65
7.250 3,012.79
500,000.00
SEARCY AR 72143 2 08/28/95
00
0380248196 05 10/01/95
0
5080024582 O 09/01/10
0
1448613 943/728 F 315,500.00
ZZ
MEMULA NARAYANA G 180 313,609.18
1
3366 LEGACY DRIVE 7.625 2,947.17
71
7.375 2,947.17
445,000.00
POPLAR BLUFF MO 63901 2 08/02/95
00
0380248188 05 10/01/95
0
1
5080024837 O 09/01/10
0
1448614 943/728 F 410,000.00
ZZ
HESS TERRY D 180 407,515.80
1
385 SLATER RD 7.500 3,800.76
78
7.250 3,800.76
530,000.00
LEWISVILLE NC 27023 2 08/15/95
00
0380248253 05 10/01/95
0
5080025338 O 09/01/10
0
1448615 943/728 F 650,000.00
ZZ
DALY JON M 180 648,121.59
1
525 STONEGATE LN 8.000 6,211.74
69
7.750 6,211.74
950,000.00
WINSTON SALEM NC 27104 1 09/15/95
00
0380248139 03 11/01/95
0
5080025686 O 10/01/10
0
1448616 943/728 F 323,000.00
ZZ
FIELDS SCOTT J 180 320,118.60
1
10 PRESTON FIELD COURT 7.750 3,040.33
65
7.500 3,040.33
500,000.00
PINEHURST NC 28374 2 08/31/95
00
0380248147 03 10/01/95
0
5080026281 O 09/01/10
0
1448617 943/728 F 312,000.00
ZZ
WYANT C L 180 311,098.37
1
4811 SUGAR MAPLE LANE 8.000 2,981.63
80
7.750 2,981.63
390,000.00
LITTLE ROCK AR 72212 4 09/14/95
00
0380248311 05 11/01/95
0
5080026423 O 10/01/10
0
1448618 943/728 F 300,000.00
ZZ
HELLER GERALD R 120 295,047.64
1
44 DE PETRIS WAY 8.000 3,639.83
48
7.750 3,639.83
632,000.00
GROSSE PTE FARM MI 48236 2 07/24/95
00
0380248162 05 09/01/95
0
5080027040 O 08/01/05
0
1
1448619 943/728 F 271,000.00
ZZ
REIDSMA JAY 180 268,582.47
1
811 HIDDEN PINE 7.750 2,550.86
55
7.500 2,550.86
496,000.00
BLOOMFIELD TOWN MI 48304 1 07/28/95
00
0380248170 05 09/01/95
0
5080027041 O 08/01/10
0
1448620 943/728 F 242,000.00
ZZ
KENDIG RUSS 180 239,080.74
1
115 WEST OAK AVENUE 7.625 2,260.60
80
7.375 2,260.60
305,000.00
WHEATON IL 60187 1 06/30/95
00
0380248113 05 08/01/95
0
5080027044 O 07/01/10
0
1448621 943/728 F 600,000.00
ZZ
WEST LARRY A 180 598,207.72
1
3809 WESTLAKE DRIVE 7.625 5,604.78
80
7.375 5,604.78
750,000.00
AUSTIN TX 78746 1 09/18/95
00
0380248121 05 11/01/95
0
5080027339 O 10/01/10
0
1448622 943/728 F 275,000.00
ZZ
CIANCONE DEBORAH J 180 272,573.47
1
8622 LEPART COURT 7.875 2,608.24
80
7.625 2,608.24
345,900.00
INDIANAPOLIS IN 46278 1 07/27/95
00
0380248204 03 09/01/95
0
5080027534 O 08/01/10
0
1448623 943/728 F 290,000.00
ZZ
JONES BAXTER L 180 289,085.06
1
1800 N. HUNTINGTON STREET 7.000 2,606.61
62
6.750 2,606.61
470,000.00
ARLINGTON VA 22205 1 09/29/95
00
0380248212 05 11/01/95
0
5080028006 O 10/01/10
0
1448624 943/728 F 375,000.00
ZZ
BELDEN ARTHUR B 180 373,803.98
1
108 ARCADIA LANE 6.875 3,344.46
63
6.625 3,344.46
600,000.00
1
CHAPEL HILL NC 27514 1 09/28/95
00
0380248220 03 11/01/95
0
5080028052 O 10/01/10
0
1448625 943/728 F 510,000.00
ZZ
BEDDOE KATHLEEN A 180 508,558.53
1
10803 CANOGA AVENUE 8.250 4,947.72
79
8.000 4,947.72
650,000.00
CHATSWORTH CA 91311 2 09/22/95
00
0380248238 05 11/01/95
0
5090012704 O 10/01/10
0
1448626 943/728 F 662,000.00
ZZ
ROCHMAN GERALD 180 660,108.00
1
17630 TRAMONTO DRIVE 8.125 6,374.29
78
7.875 6,374.29
850,000.00
PACIFIC PALISAD CA 90272 2 09/09/95
00
0380248246 05 11/01/95
0
5090012755 O 10/01/10
0
1448627 943/728 F 250,000.00
ZZ
EGLIT ALEXANDERJ 180 249,253.21
1
647 HIGHLAND AVENUE 7.625 2,335.33
65
7.375 2,335.33
390,000.00
HALF MOON BAY CA 94019 1 09/27/95
00
0380248287 05 11/01/95
0
5090012882 O 10/01/10
0
1448628 943/728 F 258,000.00
ZZ
ROBERTS DAVID L 180 256,921.13
1
4075 RIVERHAVEN DRIVE 7.875 2,447.01
75
7.625 2,447.01
344,000.00
RENO NV 89509 2 09/12/95
00
0380248261 03 11/01/95
0
5090012896 O 10/01/10
0
1448630 943/943 F 103,507.43
ZZ
SILVERMAN LAWERENCED 140 102,642.01
1
1 RIDGE LANE 8.625 1,175.12
68
8.375 1,175.12
154,000.00
BALLSTON LAKE NY 12019 2 09/01/95
00
11186137 05 10/01/95
0
11186137 O 05/01/07
0
1
1448633 943/943 F 288,000.00
ZZ
HARSHMAN RICHARD R 120 281,726.07
1
100 EAST BELLEVUE STREET 22B 8.250 3,532.40
90
8.000 3,532.40
320,000.00
CHICAGO IL 60611 1 06/29/95
21
5050004645 08 08/01/95
12
5050004645 O 07/01/05
0
1448634 943/943 F 225,000.00
ZZ
DE CAMARGO MARCOS S 180 223,695.23
1
330 E 38TH STREET 301 8.000 2,150.22
90
7.750 2,150.22
250,000.00
NEW YORK NY 10016 1 08/04/95
01
5050005722 06 10/01/95
12
5050005722 O 09/01/10
0
1448635 943/943 F 592,000.00
ZZ
MYERS ISIDORE C 120 588,672.85
1
22 CANYON FAIRWAY DRIVE 7.500 7,027.15
30
7.250 7,027.15
2,000,000.00
NEWPORT BEACH CA 92660 2 09/13/95
00
5050006034 03 11/01/95
0
5050006034 O 10/01/05
0
1448636 943/943 F 96,300.00
ZZ
NASR NAGY N 180 96,005.95
1
28 BARCLAY CIR 7.375 883.93
93
7.125 883.93
104,000.00
STATEN ISLAND NY 10312 2 09/07/95
11
5050007056 07 11/01/95
25
5050007056 O 10/01/10
0
1448637 943/943 F 391,600.00
T
BEUTLER JR. ERNEST A 180 390,455.75
1
4800 SURREY DRIVE 7.875 3,714.13
47
7.625 3,714.13
840,000.00
CORONA DEL MAR CA 92625 2 09/21/95
00
5050007806 03 11/01/95
0
5050007806 O 10/01/10
0
1448638 943/943 F 358,500.00
ZZ
D'ONOFRIO GERALD 180 355,038.65
1
1
13 CHESTER DRIVE 8.000 3,426.02
70
7.750 3,426.02
515,000.00
RYE NY 10580 2 09/13/95
00
5050007965 05 11/01/95
0
5050007965 O 10/01/10
0
1448639 943/943 F 412,500.00
ZZ
COSS SERBAN C 180 411,226.63
1
117 ESMERALDA COURT 7.250 3,765.56
75
7.000 3,765.56
552,500.00
SANTA CRUZ CA 95060 1 09/21/95
00
5050008012 05 11/01/95
0
5050008012 O 10/01/10
0
1448640 943/943 F 283,000.00
ZZ
SCHWEIZER ERIC B 120 281,463.85
1
1012 WILLOWLEAF WAY 8.125 3,452.30
77
7.875 3,452.30
372,000.00
POTOMAC MD 20854 2 09/25/95
00
5050008360 05 11/01/95
0
5050008360 O 10/01/05
0
1448641 943/943 F 238,500.00
ZZ
AMBAUM HANS G 180 237,795.36
1
57 BRANDYWINE DRIVE 7.750 2,244.95
90
7.500 2,244.95
265,000.00
TOWNSHIP OF OLD NJ 08857 1 09/28/95
04
5050008660 03 11/01/95
25
5050008660 O 10/01/10
0
1448642 943/943 F 231,000.00
ZZ
BECKER MICHAEL C 180 230,317.53
1
4 KILT COURT 7.750 2,174.35
79
7.500 2,174.35
295,000.00
MARLBORO NJ 07746 2 09/15/95
00
5511100378 05 11/01/95
0
5511100378 O 10/01/10
0
1448643 943/943 F 357,000.00
ZZ
MONTEFORTE STEVEN 180 355,979.70
1
13 DIMISA DRIVE 8.125 3,437.49
75
7.875 3,437.49
480,000.00
HOLMDEL NJ 07733 5 09/14/95
00
5512700231 05 11/01/95
0
1
5512700231 O 10/01/10
0
1448644 943/943 F 340,000.00
ZZ
FERRARA DANIEL R 180 338,973.15
1
19 WAGON WHEEL LANE 7.500 3,151.85
80
7.250 3,151.85
425,000.00
DIX HILLS NY 11746 1 09/15/95
00
5513400236 05 11/01/95
0
5513400236 O 10/01/10
0
1448645 943/943 F 248,800.00
ZZ
STEIN SCOTT C 180 247,073.00
1
1167 GINGER CIRCLE 7.875 2,359.75
80
7.625 2,359.75
311,109.00
FORT LAUDERDALE FL 33326 1 09/29/95
00
5519500225 03 11/01/95
0
5519500225 O 10/01/10
0
1448646 943/943 F 412,500.00
ZZ
SHAH KISHORE K 180 411,254.20
1
18201 SHEFFIELD LANE 7.500 3,823.93
75
7.250 3,823.93
550,000.00
NORTHRIDGE CA 91326 2 09/21/95
00
5523800241 05 11/01/95
0
5523800241 O 10/01/10
0
1448647 943/943 F 200,000.00
ZZ
GUTIERREZ EFREN 180 199,395.97
1
21 HACIENDAS ROAD 7.500 1,854.03
25
7.250 1,854.03
800,000.00
ORINDA CA 94563 2 09/01/95
00
5528700190 05 11/01/95
0
5528700190 O 10/01/10
0
1448648 943/943 F 342,000.00
ZZ
YU GAI L 180 342,000.00
1
931 CORRIENTE POINT DRIVE 7.750 3,219.17
64
7.500 3,219.17
535,000.00
REDWOOD CITY CA 94065 2 09/28/95
00
5537500229 03 12/01/95
0
5537500229 O 11/01/10
0
1
1448650 943/943 F 700,000.00
ZZ
STROKIRK GORAN 180 697,909.01
1
1949 NORTH LARRABEE 7.625 6,538.91
69
7.375 6,538.91
1,015,000.00
CHICAGO IL 60614 1 09/21/95
00
5543900187 05 11/01/95
0
5543900187 O 10/01/10
0
1448651 786/786 F 327,300.00
ZZ
MILLER MICHAEL G 180 324,315.98
1
3840 THAMESFOLD WAY 7.500 3,034.11
80
7.250 3,034.11
409,187.00
RICHMOND VA 23233 1 08/04/95
00
600891 05 09/01/95
0
600891 O 08/01/10
0
1448655 664/728 F 360,000.00
ZZ
GOETZ THOMAS 180 358,971.12
1
3035 LEDGEWOOD DRIVE 8.125 3,466.38
75
7.875 3,466.38
480,000.00
LOS ANGELES CA 90068 2 09/28/95
00
0380243569 05 11/01/95
0
2061349 O 10/01/10
0
1448669 786/786 F 268,800.00
ZZ
MILAM PHILIP E 180 265,522.19
1
ROUTE 5, BOX 429-F 7.500 2,491.81
80
7.250 2,491.81
336,000.00
HARRISON AR 72601 1 06/19/95
00
688456 05 08/01/95
0
688456 O 07/01/10
0
1448671 786/786 F 330,000.00
ZZ
HANEBRINK DAVID E 180 328,000.47
1
2103 KEHRS MILL ROAD 7.500 3,059.15
67
7.250 3,059.15
492,555.00
CHESTERFIELD MO 63017 1 08/08/95
00
466699 05 10/01/95
0
466699 O 09/01/10
0
1448679 786/786 F 217,600.00
ZZ
BALTZER DAVID 180 216,267.06
1
2155 SOUTH CIPRIANO 7.375 2,001.76
78
#4A 7.125 2,001.76
280,000.00
1
GALLUP NM 87301 2 08/31/95
00
163885 05 10/01/95
0
163885 O 09/01/10
0
1448705 786/786 F 263,000.00
ZZ
FONTENOT KERWIN J 180 261,406.46
1
601 RIVER OAK CIRCLE 7.500 2,438.04
88
7.250 2,438.04
299,000.00
LAFAYETTE LA 70508 2 08/18/95
14
691619 05 10/01/95
12
691619 O 09/01/10
0
1448707 593/728 F 292,000.00
T
MILLER JAMES R 180 291,146.77
1
4381 SOUTH PARKVIEW DRIVE 7.875 2,769.48
80
7.625 2,769.48
365,000.00
SALT LAKE CITY UT 84124 4 09/11/95
00
0380232166 05 11/01/95
0
6603328 O 10/01/10
0
1448708 447/447 F 290,000.00
ZZ
HARTMAN DENNIS K 180 288,373.18
1
181 WOODCREST TRAIL 8.375 2,834.54
42
8.125 2,834.54
700,000.00
MAMMOTH LAKES CA 93546 2 08/21/95
00
1630145 03 10/01/95
0
1630145 O 09/01/10
0
1448710 447/447 F 250,000.00
ZZ
MACE JR C T 180 244,069.55
1
498 FOREST HIGHLANDS 9.375 2,591.74
53
9.125 2,591.74
473,000.00
FLAGSTAFF AZ 86001 2 01/25/95
00
1841065 03 03/01/95
0
1841065 O 02/01/10
0
1448714 447/447 F 412,500.00
T
WHITCOMB CYNTHIA S 180 398,422.18
1
756 ASH STREET 8.625 4,092.34
75
8.375 4,092.34
550,000.00
CANNON BEACH OR 97110 1 10/11/94
00
1875800 05 12/01/94
0
1875800 O 11/01/09
0
1
1448715 447/447 F 284,800.00
T
HOLUB ANDREW 180 281,510.95
1
17763 MALHEUR LANE 8.125 2,742.29
80
7.875 2,742.29
356,000.00
SUN RIVER OR 97707 4 06/01/95
00
1887879 03 08/01/95
0
1887879 O 07/01/10
0
1448716 447/447 F 221,450.00
ZZ
WATSON GARY J 180 220,088.29
1
504 S. HAHNS PEAK AVE. 8.375 2,164.52
90
8.125 2,164.52
246,068.00
PUEBLO WEST CO 81007 4 08/15/95
21
1904261 05 10/01/95
17
1904261 O 09/01/10
0
1448718 447/447 F 257,000.00
ZZ
LUMA DENNIS B 180 253,079.96
1
19 GOLF COURSE DRIVE 8.125 2,474.61
78
7.875 2,474.61
330,000.00
WABASH IN 46992 2 05/17/95
00
1913517 05 07/01/95
0
1913517 O 06/01/10
0
1448719 447/447 F 232,000.00
ZZ
ZUKIWSKI ALEXANDERA 180 227,684.63
1
1732 MORGAN LANE 8.125 2,233.89
80
7.875 2,233.89
290,000.00
COLLEGEVILLE PA 19426 1 04/24/95
00
1917888 05 06/01/95
0
1917888 O 05/01/10
0
1448720 447/447 F 300,000.00
T
ROTHNER DAVID 180 294,508.24
1
2910 MOUNT CLAIRE WAY 9.375 3,110.09
70
9.125 3,110.09
430,000.00
MICHIGAN CITY IN 46360 1 03/27/95
00
1919522 05 05/01/95
0
1919522 O 04/01/10
0
1448721 447/447 F 255,000.00
ZZ
BRAUN MARION 180 249,465.31
1
1
1817 AVENUE N 9.000 2,586.38
80
8.750 2,586.38
320,000.00
BROOKLYN NY 11230 2 02/27/95
00
1922754 05 04/01/95
0
1922754 O 03/01/10
0
1448723 447/447 F 460,000.00
ZZ
MEDENICA SMILJA 180 454,802.90
1
6263 STARLIGHT DRIVE 8.375 4,496.17
70
8.125 4,496.17
660,000.00
MORRISON CO 80465 1 06/27/95
00
2009532 05 08/01/95
0
2009532 O 07/01/10
0
1448724 447/447 F 265,000.00
BB
PAGE SAMUEL P 180 261,698.03
1
1701 WHITE POND LANE 7.250 2,419.09
73
7.000 2,419.09
365,000.00
WAXHAW NC 28173 1 06/30/95
00
2009840 03 08/01/95
0
2009840 O 07/01/10
0
1448726 447/447 F 499,000.00
ZZ
ORTEZ PHILIP B 180 496,138.06
1
6520 EAST BRONCO DRIVE 8.125 4,804.79
56
7.875 4,804.79
900,000.00
PARADISE VALLEY AZ 85253 2 08/18/95
00
2018583 05 10/01/95
0
2018583 O 09/01/10
0
1448727 447/447 F 257,900.00
T
ENZOR GREG 180 256,453.25
1
300 SAWMILL ROAD 8.375 2,520.79
64
8.125 2,520.79
405,000.00
MILFORD PA 18337 2 08/30/95
00
2019349 05 10/01/95
0
2019349 O 09/01/10
0
1448728 447/447 F 323,750.00
ZZ
CHUNG SAE J 180 321,830.82
1
362 NORTH EMERSON ROAD 7.750 3,047.39
70
7.500 3,047.39
462,500.00
LEXINGTON MA 02172 1 08/31/95
00
2020509 05 10/01/95
0
1
2020509 O 09/01/10
0
1448731 447/447 F 250,000.00
ZZ
SCHNAPPER JEFFREY 180 247,670.75
1
7 FIELDCREST DRIVE 7.250 2,282.16
64
7.000 2,282.16
395,000.00
NEW CITY NY 10956 1 07/18/95
00
3000806 05 09/01/95
0
3000806 O 08/01/10
0
1448732 447/447 F 265,800.00
ZZ
CABRERA LORENZO 180 258,525.16
1
2741 BROOK GROVE COURT 8.750 2,656.54
90
8.500 2,656.54
295,361.00
SMYRNA GA 30080 1 03/31/95
12
3006115 03 05/01/95
17
3006115 O 04/01/10
0
1448737 447/447 F 240,000.00
ZZ
KLIPPERT M.D. STEVEN V 180 229,864.12
1
5556 S. 45TH E 8.875 2,416.43
70
8.625 2,416.43
344,000.00
IDAHO FALLS ID 83406 1 07/26/94
00
3024270 05 09/01/94
0
3024270 O 08/01/09
0
1448743 447/447 F 725,000.00
ZZ
FRIEDMAN PHILIP 180 667,608.34
1
33 VANDERBILT DRIVE 7.875 6,876.26
56
7.625 6,876.26
1,300,000.00
LIVINGSTON NJ 07039 1 09/30/94
00
3025162 05 11/01/94
0
3025162 O 10/01/09
0
1448745 447/447 F 260,000.00
ZZ
JOHANSEN DAVID N 180 254,916.83
1
623 SPINNER ROAD 8.625 2,579.41
80
8.375 2,579.41
325,000.00
DESOTO TX 75115 1 03/17/95
00
3027348 05 05/01/95
0
3027348 O 04/01/10
0
1
1448747 447/447 F 271,200.00
ZZ
BLOCK ARTHUR S 180 261,029.96
1
38635 MARACAIBO CIRCLE WEST 8.500 2,670.61
80
8.250 2,670.61
339,000.00
PALM SPRINGS CA 92264 1 09/01/94
00
3029661 03 11/01/94
0
3029661 O 10/01/09
0
1448749 447/447 F 252,000.00
ZZ
HOWNG WEI Y 180 247,508.78
1
4930 NW 102ND DRIVE 7.875 2,390.10
80
7.625 2,390.10
315,000.00
CORAL SPRINGS FL 33076 1 04/14/95
00
3039974 03 06/01/95
0
3039974 O 05/01/10
0
1448750 447/447 F 216,000.00
ZZ
YOUNG PETER C 180 214,051.98
1
715 OAK RIDGE ROAD 7.625 2,017.73
80
7.375 2,017.73
270,000.00
HOPKINS MN 55305 1 07/31/95
00
3041422 05 09/01/95
0
3041422 O 08/01/10
0
1448751 447/447 F 283,211.00
ZZ
CAMPBELL ELIZABETHE 180 280,514.75
1
4217 GLEN LAUREL DRIVE 7.000 2,545.59
80
6.750 2,545.59
354,014.00
RALEIGH NC 27612 1 07/28/95
00
3052907 05 09/01/95
0
3052907 O 08/01/10
0
1448752 447/447 F 250,000.00
ZZ
MILLER MARK A 180 248,581.92
1
5310 ST. VRAIN ROAD 8.250 2,425.36
49
8.000 2,425.36
520,000.00
LONGMONT CO 80503 2 08/14/95
00
3066260 05 10/01/95
0
3066260 O 09/01/10
0
1448753 447/447 F 300,000.00
ZZ
FINLEY JON L 180 296,420.19
1
6393 OXBOW BEND 7.750 2,823.83
56
7.500 2,823.83
543,693.00
1
CHANHASSEN MN 55317 1 06/12/95
00
3076058 05 08/01/95
0
3076058 O 07/01/10
0
1448754 447/447 F 225,000.00
ZZ
SHAPIRO FRED 180 221,444.25
1
20 WEST 64TH STREET NO 14J 9.250 2,315.68
71
9.000 2,315.68
318,000.00
NEW YORK NY 10023 2 04/06/95
00
3076308 06 06/01/95
0
3076308 O 05/01/10
0
1448756 447/447 F 350,000.00
ZZ
BABYAK RICHARD A 180 344,532.10
1
1121 IVYMONT ROAD 7.250 3,195.03
58
7.000 3,195.03
610,000.00
ROSEMONT PA 19010 1 05/30/95
00
3079065 05 07/01/95
0
3079065 O 06/01/10
0
1448757 447/447 F 247,500.00
ZZ
MONYAK DAVID J 180 217,535.35
1
1 NORTH OAKS ROAD 8.250 2,401.10
90
8.000 2,401.10
275,000.00
NORTH OAKS MN 55127 1 04/25/95
11
3082118 05 06/01/95
25
3082118 O 05/01/10
0
1448758 447/447 F 250,000.00
ZZ
KIRCHHOFF FREDERICKT 180 246,533.86
1
3846 RICHFIELD ROAD 8.625 2,480.21
68
8.375 2,480.21
368,000.00
MINNEAPOLIS MN 55410 1 05/18/95
00
3087159 05 07/01/95
0
3087159 O 06/01/10
0
1448760 447/447 F 300,000.00
ZZ
CONNER TERRY L 180 295,410.74
1
6 MERRYMEETING LANE 7.750 2,823.83
43
7.500 2,823.83
700,000.00
RYE NH 03870 1 06/05/95
00
3090012 05 07/01/95
0
3090012 O 06/01/10
0
1
1448765 447/447 F 248,000.00
ZZ
KELLEY JAMES T 180 245,198.09
1
2140 SOUTH OWASSO AVENUE 8.375 2,424.02
80
8.125 2,424.02
310,000.00
TULSA OK 74114 1 06/09/95
00
3103796 05 08/01/95
0
3103796 O 07/01/10
0
1448766 447/447 F 315,000.00
ZZ
GREENBERG BARRY 180 310,337.05
1
13488 KIBBINGS ROAD 7.875 2,987.62
70
7.625 2,987.62
450,000.00
SAN DIEGO CA 92130 1 05/16/95
00
3104151 03 07/01/95
0
3104151 O 06/01/10
0
1448767 447/447 F 300,000.00
ZZ
GLUCK MICHAEL J 180 296,302.01
1
4391 EAST PERRY PARKWAY 7.375 2,759.77
39
7.125 2,759.77
780,000.00
GREENWOOD VILLA CO 80121 1 06/08/95
00
3111654 03 08/01/95
0
3111654 O 07/01/10
0
1448771 447/447 F 525,000.00
BB
ZINN ROBERT M 180 517,477.96
1
0695 CORDILLERA WAY 8.250 5,093.24
70
8.000 5,093.24
750,000.00
EDWARDS CO 81632 1 05/15/95
00
3121010 03 07/01/95
0
3121010 O 06/01/10
0
1448772 447/447 F 285,000.00
ZZ
KREADY JOHN L 180 278,859.43
1
14301 SUNDANCE 7.875 2,703.08
78
7.625 2,703.08
370,000.00
WICHITA KS 67230 1 05/25/95
00
3121114 03 07/01/95
0
3121114 O 06/01/10
0
1448774 447/447 F 500,000.00
ZZ
WINNER JOHN C 180 493,067.76
1
1
1702 EASTLAWN AVENUE 8.625 4,960.41
50
8.375 4,960.41
1,000,000.00
DURANGO CO 81301 5 05/19/95
00
3123442 05 07/01/95
0
3123442 O 06/01/10
0
1448775 447/447 F 260,000.00
ZZ
GOODMAN WILLIAM B 180 255,562.84
1
404 PEBBLE LANE 8.375 2,541.31
80
8.125 2,541.31
325,000.00
POCATELLO ID 83204 1 04/25/95
00
3124136 05 06/01/95
0
3124136 O 05/01/10
0
1448777 447/447 F 275,500.00
ZZ
NOVEMBRE EMIDIO M 180 271,509.44
1
27 STONEHAM DRIVE 8.125 2,652.74
95
7.875 2,652.74
290,000.00
BRICK NJ 08724 1 05/05/95
14
3126102 05 07/01/95
30
3126102 O 06/01/10
0
1448778 447/447 F 236,000.00
ZZ
STEWART HAROLD W 180 232,618.68
1
208 WHITE DRIVE 8.250 2,289.53
80
8.000 2,289.53
295,000.00
COLLEYVILLE TX 76034 1 05/12/95
00
3126922 05 07/01/95
0
3126922 O 06/01/10
0
1448780 447/447 F 250,000.00
ZZ
SULLIVAN E T 180 247,049.10
1
555 MONTCALM PLACE 7.875 2,371.13
54
7.625 2,371.13
470,000.00
ST. PAUL MN 55116 1 06/21/95
00
3130674 05 08/01/95
0
3130674 O 07/01/10
0
1448781 447/447 F 300,000.00
ZZ
TAYLOR JODI 180 295,607.02
1
1555 GOLD CAMP ROAD 8.000 2,866.96
58
7.750 2,866.96
525,000.00
COLORADO SPRING CO 80906 5 05/22/95
00
3130715 05 07/01/95
0
1
3130715 O 06/01/10
0
1448783 447/447 F 300,000.00
ZZ
EKEDAHL DAVID D 180 295,654.55
1
18 OCEAN POINT 8.125 2,888.65
46
7.875 2,888.65
664,000.00
HILTON HEAD SC 29938 1 05/23/95
00
3134781 05 07/01/95
0
3134781 O 06/01/10
0
1448785 447/447 F 260,000.00
ZZ
FRYT MICHAEL D 180 255,938.19
1
8933 FERN VALLEY COVE 7.250 2,373.44
65
7.000 2,373.44
406,000.00
CORDOVA TN 38018 1 05/26/95
00
3136171 05 07/01/95
0
3136171 O 06/01/10
0
1448786 447/447 F 300,000.00
ZZ
HART JOEL C 180 296,341.73
1
4405 WESTON LANE 7.500 2,781.04
80
7.250 2,781.04
375,000.00
PLYMOUTH MN 55441 1 06/16/95
00
3136383 05 08/01/95
0
3136383 O 07/01/10
0
1448788 447/447 F 296,000.00
ZZ
KOORSE BARNETT B 180 282,272.35
1
318 EAST MOUNT PLEASANT AVE 7.750 2,786.18
70
7.500 2,786.18
425,000.00
LIVINGSTON NJ 07039 2 07/28/94
00
3139222 05 09/01/94
0
3139222 O 08/01/09
0
1448792 447/447 F 450,000.00
ZZ
HAWKINS BRYAN J 180 444,560.62
1
3132 EAST 87TH STREET SOUTH 7.875 4,268.02
77
7.625 4,268.02
585,000.00
TULSA OK 74137 2 07/14/95
00
3143817 03 09/01/95
0
3143817 O 08/01/10
0
1
1448793 447/447 F 270,000.00
ZZ
PENNACCHIO JOSEPH A 180 266,813.07
1
360 CARY COURT 7.875 2,560.81
63
7.625 2,560.81
429,000.00
BLOOMINGDALE IL 60108 1 06/30/95
00
3146002 03 08/01/95
0
3146002 O 07/01/10
0
1448796 447/447 F 260,000.00
ZZ
WU HENRY Y 180 256,192.74
1
117 SHERWOOD LANE 8.000 2,484.70
64
7.750 2,484.70
408,000.00
ALAMEDA CA 94502 1 05/22/95
00
3149550 03 07/01/95
0
3149550 O 06/01/10
0
1448798 447/447 F 300,000.00
ZZ
ZUDKEWICH ROCHELLE 180 297,438.68
1
54 WESTERN DRIVE 8.250 2,910.43
49
8.000 2,910.43
615,000.00
MILLBURN NJ 07041 1 07/12/95
00
3150500 05 09/01/95
0
3150500 O 08/01/10
0
1448799 447/447 F 250,000.00
ZZ
HARTER JR ROBERT J 180 246,136.05
1
21 WYNSTONE WAY 7.375 2,299.81
40
7.125 2,299.81
640,000.00
NORTH BARRINGTO IL 60010 5 05/23/95
00
3150919 03 07/01/95
0
3150919 O 06/01/10
0
1448805 447/447 F 750,000.00
ZZ
BLANCHARD III JOHN A 180 740,654.81
1
9869 HIDDEN GLADE ROAD 7.250 6,846.48
69
7.000 6,846.48
1,100,000.00
GRANT TOWNSHIP MN 55110 1 06/21/95
00
3156554 05 08/01/95
0
3156554 O 07/01/10
0
1448809 447/447 F 330,000.00
ZZ
BARTNING ALEJANDROM 180 325,114.99
1
5405 SURREY STREET 7.875 3,129.89
75
7.625 3,129.89
442,000.00
1
CHEVY CHASE MD 20815 5 05/25/95
00
3160376 05 07/01/95
0
3160376 O 06/01/10
0
1448812 447/447 F 283,000.00
ZZ
HAMMERLE ROBERT W 180 279,659.61
1
5060 N MERIDIAN ST 7.875 2,684.11
66
7.625 2,684.11
433,000.00
INDIANAPOLIS IN 46208 1 06/28/95
00
3163921 05 08/01/95
0
3163921 O 07/01/10
0
1448814 447/447 F 210,000.00
ZZ
YANETTA DANIEL J 180 207,385.95
1
8562 LT WILLIAM CLARK ROAD 7.750 1,976.68
53
7.500 1,976.68
399,900.00
PARKER CO 80134 1 06/09/95
00
3166256 05 08/01/95
0
3166256 O 07/01/10
0
1448816 447/447 F 242,400.00
ZZ
RIEDMANN SHIRLEY J 180 239,475.92
1
7070 MID OAKS AVENUE 7.625 2,264.34
80
7.375 2,264.34
303,000.00
STILLWATER MN 55082 1 06/26/95
00
3168548 05 08/01/95
0
3168548 O 07/01/10
0
1448818 447/447 F 365,600.00
ZZ
COLE III CHARLES M 180 361,189.79
1
2150 SOUTH NORFOLK TERRACE 7.625 3,415.18
80
7.375 3,415.18
457,000.00
TULSA OK 74114 1 06/20/95
00
3171148 05 08/01/95
0
3171148 O 07/01/10
0
1448819 447/447 F 335,000.00
ZZ
YEP WILBER P 180 332,011.57
1
3831 CHESTER DRIVE 7.750 3,153.28
80
7.500 3,153.28
420,000.00
GLENVIEW IL 60025 2 07/24/95
00
3171358 05 09/01/95
0
3171358 O 08/01/10
0
1
1448821 447/447 F 244,600.00
ZZ
PASCUAL V FELINO A 180 241,744.19
1
2720 LAKE FRONT COURT 8.000 2,337.52
95
7.750 2,337.52
258,000.00
MODESTO CA 95355 1 06/07/95
01
3173342 05 08/01/95
30
3173342 O 07/01/10
0
1448822 447/447 F 939,000.00
ZZ
MADHU JOHN J 180 930,983.16
1
7215 NORTH VAN NESS BOULEVARD 8.250 9,109.62
51
8.000 9,109.62
1,850,000.00
FRESNO CA 93711 2 07/21/95
00
3173488 05 09/01/95
0
3173488 O 08/01/10
0
1448823 447/447 F 280,000.00
ZZ
JONES JR JAMES A 180 278,303.43
1
6148 SOUTH 2090 EAST 7.500 2,595.64
47
7.250 2,595.64
600,000.00
SALT LAKE CITY UT 84121 2 08/02/95
00
3173835 03 10/01/95
0
3173835 O 09/01/10
0
1448824 447/447 F 300,000.00
ZZ
KUSSMAN GARY A 180 115,297.32
1
7710 80TH PLACE SOUTHEAST 8.000 2,866.96
49
7.750 2,866.96
619,000.00
MERCER ISLAND WA 98040 1 06/12/95
00
3174205 03 08/01/95
0
3174205 O 07/01/10
0
1448825 447/447 F 298,900.00
ZZ
THACKER JOHN R 180 295,333.34
1
3840 PLACITA DEL RICO 7.750 2,813.47
86
7.500 2,813.47
350,000.00
LAS VEGAS NV 89120 2 06/26/95
11
3174718 03 08/01/95
17
3174718 O 07/01/10
0
1448833 447/447 F 500,000.00
ZZ
GUTOWSKI W T 180 493,427.61
1
1
41 VAN DYKE ROAD 6.625 4,389.97
56
6.375 4,389.97
895,000.00
PRINCETON NJ 08540 1 06/16/95
00
3177027 05 08/01/95
0
3177027 O 07/01/10
0
1448834 447/447 F 431,250.00
ZZ
ZACHER EUSTICE 180 426,047.85
1
452 HAHNS PEAK AVE 7.625 4,028.44
75
7.375 4,028.44
575,000.00
PUEBLO WEST CO 81007 5 06/19/95
00
3177482 05 08/01/95
0
3177482 O 07/01/10
0
1448835 447/447 F 241,600.00
ZZ
NORD KEITH D 180 238,557.07
1
31 STONEHAVEN ROAD 7.125 2,188.49
80
6.875 2,188.49
302,000.00
JACKSON TN 38305 1 06/29/95
00
3177811 05 08/01/95
0
3177811 O 07/01/10
0
1448836 447/447 F 232,000.00
ZZ
ANDERSON GEORGE 180 229,014.70
1
17120 W. 54TH AVENUE 6.875 2,069.11
64
6.625 2,069.11
365,000.00
GOLDEN CO 80403 2 06/23/95
00
3177829 05 08/01/95
0
3177829 O 07/01/10
0
1448837 447/447 F 220,000.00
ZZ
ZEE FRANK F 180 217,994.23
2
325 SECOND STREET 7.500 2,039.43
49
7.250 2,039.43
450,000.00
PALISADES PARK NJ 07650 1 07/25/95
00
3178251 05 09/01/95
0
3178251 O 08/01/10
0
1448838 447/447 F 248,000.00
ZZ
BRESENOFF MORTON L 180 244,808.83
1
4356 ALFRIENDS TRAIL 6.875 2,211.80
80
6.625 2,211.80
310,000.00
VIRGINIA BEACH VA 23455 1 06/29/95
00
3179012 05 08/01/95
0
1
3179012 O 07/01/10
0
1448839 447/447 F 520,000.00
ZZ
COTHERMAN SCOTT D 180 515,155.18
1
710 WAVELAND 7.250 4,746.89
80
7.000 4,746.89
650,000.00
LAKE FOREST IL 60045 1 08/02/95
00
3179859 05 09/01/95
0
3179859 O 08/01/10
0
1448840 447/447 F 500,000.00
ZZ
LUXEM JAMES A 180 497,003.37
1
674 GARLAND 7.625 4,670.65
42
7.375 4,670.65
1,200,000.00
WINNETKA IL 60093 1 08/07/95
00
3180162 05 10/01/95
0
3180162 O 09/01/10
0
1448842 447/447 F 346,000.00
ZZ
KLUIS HARALD L 180 342,811.07
1
1104 COUNTRY CLUB DRIVE 7.375 3,182.93
80
7.125 3,182.93
433,000.00
MODESTO CA 95356 1 07/03/95
00
3181513 05 09/01/95
0
3181513 O 08/01/10
0
1448843 447/447 F 364,500.00
ZZ
AZAR DIMITRI T 180 360,150.54
1
203 LAMBETH ROAD 7.750 3,430.95
90
7.500 3,430.95
405,000.00
BALTIMORE MD 21218 1 06/23/95
10
3186055 03 08/01/95
17
3186055 O 07/01/10
0
1448844 447/447 F 289,000.00
ZZ
LEE GENE H 180 286,477.74
1
22100 WALLACE DRIVE 8.000 2,761.83
53
7.750 2,761.83
550,000.00
CUPERTINO CA 95014 2 07/03/95
00
3187041 05 09/01/95
0
3187041 O 08/01/10
0
1
1448850 447/447 F 276,000.00
ZZ
TAM ALICE 180 273,720.51
1
765 ANACAPA COURT 8.625 2,738.14
80
8.375 2,738.14
345,000.00
MILPITAS CA 95035 2 07/10/95
00
3189526 05 09/01/95
0
3189526 O 08/01/10
0
1448851 447/447 F 225,000.00
ZZ
RASYIDI EDI 180 222,903.68
1
23639 ELKWOOD STREET 7.250 2,053.94
65
7.000 2,053.94
347,000.00
WEST HILLS AREA CA 91304 1 07/12/95
00
3189737 05 09/01/95
0
3189737 O 08/01/10
0
1448853 447/447 F 650,000.00
ZZ
DOREN G K 180 641,725.06
1
8202 AVALON DRIVE 7.000 5,842.38
69
6.750 5,842.38
955,000.00
MERCER ISLAND WA 98040 1 06/28/95
00
3189819 05 08/01/95
0
3189819 O 07/01/10
0
1448854 447/447 F 280,000.00
ZZ
MASTERSON MICHAEL M 180 276,658.81
1
3033 W.DONAHUE DRIVE 7.750 2,635.58
65
7.500 2,635.58
437,000.00
SIOUX FALLS SD 57105 2 06/23/95
00
3190152 05 08/01/95
0
3190152 O 07/01/10
0
1448855 447/447 F 400,000.00
ZZ
CHARLES JAMES 180 395,226.94
1
40 COVENTRY COURT 7.750 3,765.10
49
7.500 3,765.10
820,000.00
RIDGEWOOD NJ 07450 1 06/16/95
00
3190495 05 08/01/95
0
3190495 O 07/01/10
0
1448857 447/447 F 430,000.00
ZZ
HANNA WILLIAM A 180 425,950.20
1
1283 ADAIR STREET 7.125 3,895.07
54
6.875 3,895.07
800,000.00
1
SAN MARINO CA 91108 2 07/06/95
00
3191629 05 09/01/95
0
3191629 O 08/01/10
0
1448860 447/447 F 284,000.00
ZZ
SALEK ATA T 180 280,499.24
1
15903 BAYOU RIVER COURT 7.375 2,612.58
80
7.125 2,612.58
355,000.00
HOUSTON TX 77079 1 06/23/95
00
3192307 03 08/01/95
0
3192307 O 07/01/10
0
1448862 447/447 F 250,000.00
ZZ
KAPADIA DILIPKUMA 180 246,866.78
1
3690 CLASSIC DRIVE SOUTH 7.625 2,335.32
55
7.375 2,335.32
462,000.00
MEMPHIS TN 38125 1 06/30/95
00
3192796 03 08/01/95
0
3192796 O 07/01/10
0
1448867 447/447 F 235,000.00
ZZ
WELLS PHILLIP J 180 229,228.31
1
2501 ROSEWOOD CIRCLE 7.250 2,145.23
74
7.000 2,145.23
318,500.00
JONESBORO AR 72401 2 07/20/95
00
3195897 05 09/01/95
0
3195897 O 08/01/10
0
1448872 447/447 F 244,000.00
ZZ
CRAWFORD III ROBERT B 180 240,992.26
1
7593 PRESERVATION ROAD 7.375 2,244.62
80
7.125 2,244.62
305,000.00
TALLAHASSEE FL 32312 1 06/27/95
00
3201169 03 08/01/95
0
3201169 O 07/01/10
0
1448873 447/447 F 326,000.00
ZZ
KLICK RONALD C 180 322,400.65
1
2500 WEST COUNTY ROAD 30 SE 7.875 3,091.95
61
7.625 3,091.95
538,000.00
FRANKLIN TOWNSH MN 55328 5 07/26/95
00
3202475 05 09/01/95
0
3202475 O 08/01/10
0
1
1448874 447/447 F 264,000.00
ZZ
MEINKE GARY E 180 261,593.06
1
19321 BROOKTRAIL LANE 7.500 2,447.32
80
7.250 2,447.32
330,000.00
HUNTINGTON BEAC CA 92648 1 08/04/95
00
3209296 09 09/01/95
0
3209296 O 08/01/10
0
1448875 447/447 F 274,400.00
ZZ
LAURENCE RAY 180 271,815.64
1
17317 BROOKHURST DRIVE 7.125 2,485.61
80
6.875 2,485.61
343,000.00
LAKE OSWEGO OR 97034 1 07/18/95
00
3209987 03 09/01/95
0
3209987 O 08/01/10
0
1448876 447/447 F 400,000.00
ZZ
PALUSKA JOHN R 180 393,431.72
1
ROTAX AND WEISENBACK ROAD 7.750 3,765.11
77
7.500 3,765.11
525,000.00
MONKTON VT 05469 1 07/21/95
00
3210481 05 09/01/95
0
3210481 O 08/01/10
0
1448877 447/447 F 240,000.00
ZZ
STARNES ALLAN T 180 238,601.71
1
5100 MCALPINE FARM RD. 8.000 2,293.57
75
7.750 2,293.57
320,000.00
CHARLOTTE NC 28226 5 08/26/95
00
3210767 05 10/01/95
0
3210767 O 09/01/10
0
1448878 447/447 F 250,000.00
ZZ
SECREST II JAMES K 180 247,745.40
1
11402 SOUTH GRANITE PLACE 7.625 2,335.32
59
7.375 2,335.32
425,000.00
TULSA OK 74137 2 07/28/95
00
3212562 03 09/01/95
0
3212562 O 08/01/10
0
1448881 447/447 F 288,000.00
ZZ
VOGLER MICHAEL R 180 285,100.75
1
1
112 STONINGTON DRIVE 7.375 2,649.38
90
7.125 2,649.38
320,000.00
PEACHTREE CITY GA 30269 1 07/27/95
12
3214357 03 09/01/95
25
3214357 O 08/01/10
0
1448885 447/447 F 410,000.00
ZZ
DAFTARY PRAMILA K 180 405,944.96
1
3322 WOODLAKE DRIVE 7.250 3,742.74
69
7.000 3,742.74
600,000.00
WACO TX 76710 1 08/11/95
00
3217681 05 10/01/95
0
3217681 O 09/01/10
0
1448886 447/447 F 235,000.00
ZZ
WIDELOCK MARC 180 232,926.44
1
1113 CALLE EXTRANO 7.875 2,228.86
84
7.625 2,228.86
280,000.00
BAKERSFIELD CA 93309 2 07/27/95
04
3217989 05 09/01/95
25
3217989 O 08/01/10
0
1448887 447/447 F 220,800.00
ZZ
CASTELLI PAOLO 180 219,547.55
1
257 WICKHAM ROAD 8.250 2,142.08
80
8.000 2,142.08
276,000.00
NORTH KINGSTOWN RI 02852 1 08/31/95
00
3218347 05 10/01/95
0
3218347 O 09/01/10
0
1448891 447/447 F 220,000.00
ZZ
JAHN PAUL 180 219,298.34
1
3965 13TH AVE S 6.875 1,962.08
80
6.625 1,962.08
275,000.00
GRAND FORKS ND 58201 4 09/05/95
00
3219341 05 11/01/95
0
3219341 O 10/01/10
0
1448892 447/447 F 430,000.00
ZZ
BERGAMASCHI RICHARD A 180 427,366.01
1
506 SUNSET WAY 7.375 3,955.67
54
7.125 3,955.67
805,000.00
REDWOOD CITY CA 94062 2 08/01/95
00
3219575 05 10/01/95
0
1
3219575 O 09/01/10
0
1448893 447/447 F 250,000.00
T
HELFMAN GARY S 180 222,769.84
1
2286 HILLS POINT RD 7.750 2,353.19
72
7.500 2,353.19
350,000.00
CHARLOTTE VT 05445 2 08/10/95
00
3219913 05 09/01/95
0
3219913 O 08/01/10
0
1448895 447/447 F 298,050.00
ZZ
ROWE RICHARD L 180 296,143.37
1
2161 N PIERCE STREET 6.875 2,658.17
80
6.625 2,658.17
372,616.00
ARLINGTON VA 22209 1 08/31/95
00
3220393 07 10/01/95
0
3220393 O 09/01/10
0
1448899 447/447 F 300,000.00
ZZ
SMITH KEN L 180 297,555.26
1
715 WEST BULL RUN ROAD EAST 7.125 2,717.50
80
6.875 2,717.50
375,000.00
CATALDO ID 83810 2 08/08/95
00
3222221 05 10/01/95
0
3222221 O 09/01/10
0
1448901 447/447 F 230,000.00
ZZ
KRAHN THOMAS E 180 227,970.58
1
3200 S SHORELINE DRIVE 7.875 2,181.43
70
7.625 2,181.43
330,000.00
CAMANO ISLAND WA 98292 2 07/28/95
00
3223833 05 09/01/95
0
3223833 O 08/01/10
0
1448903 447/447 F 215,960.00
ZZ
NGUYEN JOHN 180 214,033.49
1
35476 TAMPICO ROAD 7.750 2,032.78
80
7.500 2,032.78
269,950.00
FREMONT CA 94536 1 07/21/95
00
3224962 05 09/01/95
0
3224962 O 08/01/10
0
1
1448905 447/447 F 308,000.00
ZZ
SLAUGHTER KENNETH D 180 305,222.31
1
1374 EOLUS AVENUE 7.625 2,877.12
80
7.375 2,877.12
385,000.00
ENCINITAS CA 92024 1 07/17/95
00
3226058 05 09/01/95
0
3226058 O 08/01/10
0
1448910 447/447 F 278,000.00
ZZ
COSTANZO ANTHONY P 180 272,478.93
1
310 NORTH PITT STREET 8.250 2,696.99
67
8.000 2,696.99
420,000.00
ALEXANDRIA VA 22314 2 07/27/95
00
3230315 07 09/01/95
0
3230315 O 08/01/10
0
1448912 447/447 F 475,000.00
ZZ
MANSFIELD SR MICHAEL F 180 472,121.91
1
320 RED OAK TRAIL 7.500 4,403.31
80
7.250 4,403.31
595,000.00
ATHENS GA 30606 1 08/09/95
00
3230979 05 10/01/95
0
3230979 O 09/01/10
0
1448913 447/447 F 744,250.00
ZZ
DORSEY III PHILIP H 180 742,169.74
1
20485 QUAILS NEST WAY 8.375 7,274.50
74
8.125 7,274.50
1,010,000.00
LEONARDTOWN MD 20650 2 08/31/95
00
3231435 05 11/01/95
0
3231435 O 10/01/10
0
1448914 447/447 F 581,250.00
T
STEIN STANTON L 180 577,842.02
1
31637 SEA LEVEL DRIVE 7.875 5,512.87
75
7.625 5,512.87
775,000.00
MALIBU CA 90265 2 08/31/95
00
3232972 03 10/01/95
0
3232972 O 09/01/10
0
1448915 447/447 F 330,000.00
ZZ
HARTIGAN HENRY 180 328,981.30
1
8 DAISY COURT 7.250 3,012.45
55
7.000 3,012.45
600,000.00
1
KINNELON NJ 07405 2 09/22/95
00
3233197 05 11/01/95
0
3233197 O 10/01/10
0
1448916 447/447 F 232,500.00
ZZ
BOELTER WILLIAM C 180 231,136.80
1
301 E PENNBROOK CIRCLE 7.875 2,205.15
75
7.625 2,205.15
310,000.00
SIOUX FALLS SD 57106 1 08/24/95
00
3233325 05 10/01/95
0
3233325 O 09/01/10
0
1448918 447/447 F 312,500.00
ZZ
FRAZIER FRANCIS L 180 310,564.81
1
1550 WOODCREST COURT 7.250 2,852.70
56
7.000 2,852.70
562,500.00
AURORA IL 60504 1 08/15/95
00
3235685 03 10/01/95
0
3235685 O 09/01/10
0
1448919 447/447 F 800,000.00
T
FAUST CHARLES R 180 795,462.19
1
5113 EL SECRETO 8.250 7,761.13
50
8.000 7,761.13
1,600,000.00
RANCHO SANTA FE CA 92067 1 08/11/95
00
3236063 05 10/01/95
0
3236063 O 09/01/10
0
1448920 447/447 F 249,000.00
ZZ
WALKER JOHN T 180 247,258.49
1
436 FIRST STREET WEST 8.250 2,415.65
78
8.000 2,415.65
320,000.00
TIERRA VERDE FL 33715 2 08/21/95
00
3236904 05 10/01/95
0
3236904 O 09/01/10
0
1448922 447/447 F 315,000.00
ZZ
HAIMOWITZ AZRIEL 180 313,132.69
1
85 CHERRY LANE 7.750 2,965.02
70
7.500 2,965.02
450,000.00
TEANECK NJ 07666 5 08/10/95
00
3240128 05 10/01/95
0
3240128 O 09/01/10
0
1
1448927 447/447 F 360,000.00
ZZ
HARRAH MARK E 180 357,865.93
1
4103 BRAMBLETYE DRIVE 7.750 3,388.60
80
7.500 3,388.60
450,000.00
GREENSBORO NC 27407 1 08/31/95
00
3247053 03 10/01/95
0
3247053 O 09/01/10
0
1448935 447/447 F 313,000.00
ZZ
REIMSNYDER ERIC S 180 311,124.10
1
2569 EAST LAKESHORE DRIVE 7.625 2,923.83
69
7.375 2,923.83
459,000.00
BATON ROUGE LA 70808 5 08/09/95
00
3274804 05 10/01/95
0
3274804 O 09/01/10
0
1448936 447/447 F 350,000.00
ZZ
CHANG SPENCER C 180 348,954.50
1
16870 SE 58TH STREET 7.625 3,269.46
42
7.375 3,269.46
835,000.00
BELLEVUE WA 98006 1 09/19/95
00
3277701 05 11/01/95
0
3277701 O 10/01/10
0
1448937 447/447 F 147,000.00
T
MOLINE GARY D 180 146,575.19
1
774 CLUBVIEW DRIVE 8.000 1,404.81
70
7.750 1,404.81
210,000.00
BIG BEAR LAKE CA 92315 1 09/07/95
00
7003081 05 11/01/95
0
7003081 O 10/01/10
0
1448938 447/447 F 100,900.00
T
CHANG TZY Y 180 100,282.60
1
3755 WILD LILY COURT 8.000 964.25
67
7.750 964.25
150,900.00
LAS VEGAS NV 89117 1 08/18/95
00
7028175 05 10/01/95
0
7028175 O 09/01/10
0
1448939 447/447 F 66,000.00
ZZ
SHLAHET CARMELA 180 64,528.22
1
1
280 EAST ALLENDALE AVENUE 8.000 630.73
21
7.750 630.73
325,000.00
ALLENDALE NJ 07401 2 08/08/95
00
7035998 05 10/01/95
0
7035998 O 09/01/10
0
1448941 447/447 F 375,000.00
ZZ
SWEENEY III JAMES H 180 372,825.38
1
2000 SOUTH BAYSHORE DRIVE 8.000 3,583.70
69
UNIT 51 7.750 3,583.70
550,000.00
MIAMI FL 33133 2 08/17/95
00
7059830 09 10/01/95
0
7059830 O 09/01/10
0
1448942 447/447 F 270,000.00
ZZ
KALTER MICHAEL Z 180 268,364.04
1
116 ELSA ROAD 7.500 2,502.93
75
7.250 2,502.93
360,000.00
JUPITER FL 33477 5 08/14/95
00
7059956 05 10/01/95
0
7059956 O 09/01/10
0
1448943 447/447 F 256,000.00
ZZ
TRINH DUC V 180 254,547.91
1
1143 LA ROSA ROAD 8.250 2,483.56
72
8.000 2,483.56
360,000.00
ARCADIA CA 91007 2 08/18/95
00
7147529 05 10/01/95
0
7147529 O 09/01/10
0
1449156 721/728 F 273,000.00
ZZ
GROWCOCK TERRY D 180 273,000.00
1
2102 HUNTERS RIDGE COURT 7.875 2,589.27
75
7.625 2,589.27
364,000.00
MANITOWOC WI 54220 5 09/28/95
00
0380240409 05 12/01/95
0
9918324 O 11/01/10
0
1449161 450/728 F 350,000.00
T
SHUM HENRY 180 348,977.31
1
11783 TRINITY SPRING COURT 7.875 3,319.57
76
7.625 3,319.57
465,000.00
CUPERTINO CA 95014 2 09/07/95
00
0380241092 05 11/01/95
0
1
3958998 O 10/01/10
0
1449201 051/728 F 88,500.00
ZZ
LATHROP KENNETH A 180 88,500.00
1
55 OUTLOOK ROAD 8.250 858.57
53
8.000 858.57
170,000.00
NEW MILFORD CT 06776 2 10/11/95
00
0380233859 05 12/01/95
0
30101978 O 11/01/10
0
1449499 450/728 F 275,000.00
ZZ
LEINES CHRISTOPHT 180 274,196.45
1
6221 WILLOW DRIVE 7.875 2,608.24
67
7.625 2,608.24
415,000.00
CORCORAN MN 55340 5 09/20/95
00
0380243825 05 11/01/95
0
3986981 O 10/01/10
0
1449506 B27/728 F 300,000.00
ZZ
QUIRK THOMAS V 180 300,000.00
1
89 CLAIREMONT ROAD 7.375 2,759.77
53
7.125 2,759.77
567,500.00
BELMONT MA 02178 1 10/13/95
00
0380235573 05 12/01/95
0
0105038819 O 11/01/10
0
1449703 074/728 F 275,000.00
ZZ
MESKOURIS JAMES 180 273,457.32
1
127 BEVERLY ROAD 8.375 2,687.93
40
8.125 2,687.93
700,000.00
DOUGLASTON NY 11363 1 08/16/95
00
0380240912 05 10/01/95
0
1111012039 O 09/01/10
0
1449706 074/728 F 240,000.00
ZZ
MORENO JAMES R 180 239,259.12
1
116 CARNATION AVENUE 7.250 2,190.88
79
7.000 2,190.88
305,000.00
FLORAL PARK NY 11001 1 09/14/95
00
0380240946 05 11/01/95
0
1112026710 O 10/01/10
0
1
1449708 074/728 F 232,500.00
ZZ
RUFFING THOMAS C 180 231,790.08
1
83 ORCHARD ROAD 7.375 2,138.83
71
7.125 2,138.83
330,000.00
BRIARCLIFF MANO NY 10510 2 09/22/95
00
0380244211 05 11/01/95
0
1112034478 O 10/01/10
0
1449709 074/728 F 232,400.00
ZZ
WOSTREL TERRY L 180 231,728.39
1
1485 SALTBUSH RIDGE ROAD 8.000 2,220.94
77
7.750 2,220.94
305,000.00
LITTLETON CO 80126 2 09/22/95
00
0380248402 03 11/01/95
0
1113002659 O 10/01/10
0
1449710 074/728 F 400,000.00
ZZ
DERBYSHIRE-SCHULTHEIMARK 180 397,468.66
1
4950 S EL CAMINO DRIVE 7.000 3,595.32
71
6.750 3,595.32
565,000.00
ENGLEWOOD CO 80111 1 08/29/95
00
0380240235 05 10/01/95
0
1500099236 O 09/01/10
0
1449711 074/728 F 225,000.00
ZZ
L'HOMMEDIEU W G 180 223,709.54
1
278 FAIRFIELD WOODS ROAD 8.125 2,166.49
68
7.875 2,166.49
334,000.00
FAIRFIELD CT 06432 5 08/30/95
00
0380240110 05 10/01/95
0
1500115977 O 09/01/10
0
1449712 074/728 F 300,000.00
ZZ
ROUSE MICHAEL W 180 298,241.05
1
325 FAIRWAYS DRIVE 7.875 2,845.35
74
7.625 2,845.35
410,000.00
VICKSBURG MS 39180 2 08/22/95
10
0380247610 05 10/01/95
12
1503051713 O 09/01/10
0
1449713 074/728 F 288,000.00
ZZ
IRVINE RICHARD H 180 286,329.89
1
7830 CASTLE PINES AVENUE 8.000 2,752.28
80
7.750 2,752.28
360,000.00
1
LAS VEGAS NV 89113 1 08/24/95
00
0380245572 03 10/01/95
0
1506048282 O 09/01/10
0
1449714 074/728 F 316,000.00
ZZ
JACKSON MARK 180 313,181.05
1
618 RAVINWOODS DRIVE 7.750 2,974.44
80
7.500 2,974.44
395,000.00
PEORIA IL 61615 1 07/28/95
00
0380240136 03 09/01/95
0
1507039458 O 08/01/10
0
1449715 074/728 F 300,000.00
ZZ
GEESMAN JOSEPH 180 299,103.86
1
259 GRAVATT DRIVE 7.625 2,802.39
43
7.375 2,802.39
700,000.00
OAKLAND CA 94705 1 09/14/95
00
0380241910 05 11/01/95
0
1507055046 O 10/01/10
0
1449716 074/728 F 326,900.00
ZZ
FISHER CHARLES F 180 324,962.14
1
2102 SOUTH PARKWOOD 7.750 3,077.04
83
7.500 3,077.04
395,000.00
HARLINGEN TX 78550 2 08/25/95
11
0380240185 05 10/01/95
6
1509919500 O 09/01/10
0
1449717 074/728 F 367,500.00
ZZ
MORGAN III PORTER H 180 366,437.97
1
7105 BRENTWOOD AVENUE 8.000 3,512.03
70
7.750 3,512.03
530,000.00
OKLAHOMA CITY OK 73116 5 09/20/95
00
0380240805 05 11/01/95
0
1510024765 O 10/01/10
0
1449718 074/728 F 235,600.00
ZZ
ENNIS FRANK A 180 234,903.93
1
301 RED BUD TRAIL 7.750 2,217.65
80
7.500 2,217.65
294,500.00
AUSTIN TX 78746 1 09/29/95
00
0380240219 03 11/01/95
0
1563107372 O 10/01/10
0
1
1449719 074/728 F 230,000.00
ZZ
HIGGINS TERRY 180 229,327.94
1
40565 CALLE TIARA 7.875 2,181.44
67
7.625 2,181.44
345,200.00
TEMECULA CA 92591 1 09/21/95
00
0380247958 03 11/01/95
0
1567137397 O 10/01/10
0
1449720 074/728 F 256,000.00
ZZ
HSU CARL C 180 254,499.01
1
4559 BAILEY WAY 7.875 2,428.04
80
7.625 2,428.04
320,000.00
SACRAMENTO CA 95864 1 08/29/95
00
0380248055 05 10/01/95
0
1573128255 O 09/01/10
0
1449721 074/728 F 250,000.00
ZZ
RUSSELL JOHN L 180 250,000.00
1
1503 SAN RAMON WAY 7.625 2,335.33
69
7.375 2,335.33
365,000.00
SANTA ROSA CA 95409 1 10/02/95
00
0380240151 05 12/01/95
0
1573129509 O 11/01/10
0
1449722 074/728 F 591,600.00
ZZ
LAFOND JULIE E 180 589,852.16
1
16835 GREENBRIAR ROAD 7.750 5,568.59
80
7.500 5,568.59
739,500.00
LAKE OSWEGO OR 97034 1 09/26/95
00
0380241282 05 11/01/95
0
1575010041 O 10/01/10
0
1449723 074/728 F 348,000.00
ZZ
BARTHELL EDWARD N 180 346,983.14
1
125 EAST BARKWOOD COURT 7.875 3,300.61
56
7.625 3,300.61
622,000.00
MEQUON WI 53092 2 09/22/95
00
0380246976 05 11/01/95
0
1576006571 O 10/01/10
0
1449724 074/728 F 881,000.00
ZZ
NAISBITT JOHN 180 878,454.03
1
1
459 WEST DAKOTA AVENUE 8.000 8,419.30
47
7.750 8,419.30
1,900,000.00
TELLURIDE CO 81435 2 09/16/95
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0380241902 05 11/01/95
0
1579011024 O 10/01/10
0
1449725 074/728 F 465,000.00
T
STAPELS GREGORY A 180 463,656.21
1
517 LATHROP AVENUE 8.000 4,443.79
75
7.750 4,443.79
620,000.00
ALGONAC MI 48001 2 10/02/95
00
0380241928 05 11/01/95
0
1581019620 O 10/01/10
0
1449726 074/728 F 255,000.00
ZZ
THAYER JOHN P 180 254,254.89
1
36710 KENMORE COURT 7.875 2,418.55
61
7.625 2,418.55
420,000.00
FARMINGTON HILL MI 48335 2 09/22/95
00
0380240276 03 11/01/95
0
1581021520 O 10/01/10
0
1449727 074/728 F 386,950.00
ZZ
AMOROSO II LOUIS A 180 385,794.12
1
12 LAKESIDE LANE 7.625 3,614.62
80
7.375 3,614.62
486,354.00
NORTH BARRINGTO IL 60010 1 09/28/95
00
0380240821 03 11/01/95
0
1602086361 O 10/01/10
0
1449790 593/728 F 352,100.00
ZZ
TAILLAC PETER P 180 351,013.07
1
3439 EAST CANYON COVE DRIVE 7.250 3,214.20
80
7.000 3,214.20
443,000.00
SALT LAKE CITY UT 84121 1 09/15/95
00
0380241399 05 11/01/95
0
6540264 O 10/01/10
0
1449820 076/076 F 267,850.00
ZZ
MOLHO ISSAC S 180 265,853.53
1
3322 ALCORN CROSSING DRIVE 8.000 2,559.71
68
7.750 2,559.71
395,000.00
SUGAR LAND TX 77479 2 08/09/95
00
5129662 03 10/01/95
0
1
5129662 O 09/01/10
0
1449825 076/076 F 300,000.00
ZZ
EVANS DENNIS E 180 299,083.98
1
11516 SOUTH GRANITE PLACE 7.375 2,759.77
65
7.125 2,759.77
465,000.00
TULSA OK 74137 1 09/22/95
00
4947762 03 11/01/95
0
4947762 O 10/01/10
0
1449827 076/076 F 225,000.00
ZZ
FOULK J D 180 224,320.47
1
145 EMERALD LANE 7.500 2,085.78
90
7.250 2,085.78
250,000.00
FAYETTEVILLE GA 30214 1 09/27/95
04
4928142 05 11/01/95
25
4928142 O 10/01/10
0
1449831 076/076 F 360,000.00
ZZ
HOLLAND RODNEY 180 358,948.08
1
5709 PEBBLE BEACH COURT 7.875 3,414.42
77
7.625 3,414.42
470,368.00
FORT COLLINS CO 80525 1 09/14/95
00
4909682 03 11/01/95
0
4909682 O 10/01/10
0
1449835 076/076 F 215,200.00
ZZ
BURKHARD NEIL A 180 214,571.18
1
21 ALMERIA CIRCLE 7.875 2,041.07
80
7.625 2,041.07
270,000.00
WESTFORD MA 01886 1 09/20/95
00
4898642 05 11/01/95
0
4898642 O 10/01/10
0
1449859 439/439 F 288,000.00
ZZ
MANNEL WILLIAM D 180 288,000.00
1
305 CARMEL AVENUE 7.350 2,645.31
80
7.225 2,645.31
360,000.00
PACIFIC GROVE CA 93950 1 10/04/95
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1812006 05 12/01/95
0
1812006 O 11/01/10
0
1
1449907 998/998 F 367,500.00
T
LAABS GARY A 180 367,500.00
1
8821 PARADISE VALLEY BLVD 7.875 3,485.56
70
7.625 3,485.56
525,000.00
LUCERNE CA 95458 2 10/03/95
00
99078941 05 12/01/95
0
99078941 O 11/01/10
0
1449917 998/998 F 300,000.00
ZZ
HOELSCHER HERB 180 300,000.00
1
409 PASEO DE LA CONCHA 7.625 2,802.39
41
7.375 2,802.39
740,000.00
TORRANCE CA 90277 1 10/03/95
00
89979306 03 12/01/95
0
89979306 O 11/01/10
0
1449940 450/728 F 238,000.00
ZZ
DITCHEY ROY V 180 238,000.00
1
1673 BRIGID LANE 7.875 2,257.31
80
7.625 2,257.31
297,500.00
ARCATA CA 95521 1 09/28/95
00
0380243320 05 12/01/95
0
3959590 O 11/01/10
0
1449973 686/686 F 54,750.00
ZZ
NGUYEN THAO V 180 54,750.00
1
7335 CAMELOT COURT 7.950 521.65
75
7.700 521.65
73,000.00
RIVERDALE GA 30296 1 10/04/95
00
30816926208 05 12/01/95
0
30816926208 O 11/01/10
0
1449977 686/686 F 39,000.00
ZZ
MORRISON CRICKETT 180 39,000.00
1
6487 RACQUET CLUB DRIVE 7.900 370.46
75
UNIT 24 7.650 370.46
52,000.00
LAUDERHILL FL 33319 1 10/06/95
00
30817162050 01 12/01/95
0
30817162050 O 11/01/10
0
1449987 686/686 F 89,500.00
ZZ
PIKRALLIDAS COSTAS D 180 89,500.00
1
4201 JAVINS DRIVE 7.750 842.45
53
7.500 842.45
169,000.00
1
ALEXANDRIA VA 22310 5 10/03/95
00
30817035272 05 12/01/95
0
30817035272 O 11/01/10
0
1449988 686/686 F 260,000.00
ZZ
WILLIAMS ROBERT B 180 260,000.00
1
2708 DUMBARTON STREET NW 8.250 2,522.37
59
8.000 2,522.37
443,000.00
WASHINGTON DC 20007 2 10/04/95
00
30817035967 05 12/01/95
0
30817035967 O 11/01/10
0
1449990 686/686 F 108,000.00
ZZ
PEREZ-RUBIO JORGE 180 107,682.32
1
11428 SW 86TH LANE 7.800 1,019.68
73
7.550 1,019.68
148,000.00
MIAMI FL 33173 1 10/10/95
00
30817154248 03 11/01/95
0
30817154248 O 10/01/10
0
1449991 686/686 F 60,000.00
ZZ
BENCIVENGA COLUMBO A 180 60,000.00
1
8615 GRASSY ISLE TRAIL 8.250 582.09
32
8.000 582.09
192,500.00
LAKE WORTH FL 33467 1 10/10/95
00
30817217730 03 12/01/95
0
30817217730 O 11/01/10
0
1449992 686/686 F 53,000.00
ZZ
KREBS JOHN R 180 53,000.00
1
15129 DOVER ROAD 8.000 506.50
45
7.750 506.50
120,000.00
REISTERSTOWN MD 21136 2 10/05/95
00
30817035876 05 12/01/95
0
30817035876 O 11/01/10
0
1449996 686/686 F 399,000.00
ZZ
TERNASKY MARY C 180 399,000.00
1
12845 ROCKWELL COURT 7.875 3,784.32
67
7.625 3,784.32
599,000.00
POWAY CA 92064 1 10/09/95
00
30816949788 05 12/01/95
0
30816949788 O 11/01/10
0
1
1449997 686/686 F 70,000.00
ZZ
DABBONDANZA RODNEY M 180 70,000.00
1
12600 PARKLAND DRIVE 7.500 648.91
35
7.250 648.91
202,000.00
ROCKVILLE MD 20853 2 10/06/95
00
30817035827 05 12/01/95
0
30817035827 O 11/01/10
0
1450001 686/686 F 100,000.00
ZZ
PATTON JR HARRY T 180 100,000.00
1
4019 RICKOVER ROAD 7.750 941.28
48
7.500 941.28
210,000.00
SILVER SPRING MD 20902 5 10/09/95
00
30817036031 05 12/01/95
0
30817036031 O 11/01/10
0
1450002 686/686 F 81,000.00
ZZ
STELLA DANIEL 180 81,000.00
1
927 SW 7TH STREET 7.850 767.09
75
7.600 767.09
108,000.00
FT LAUDERDALE FL 33315 1 10/13/95
00
30817162324 05 12/01/95
0
30817162324 O 11/01/10
0
1450006 686/686 F 219,800.00
ZZ
SHIHADEH SAMI S 180 219,800.00
1
40541 N NORTHVILLE TRAIL 7.525 2,040.70
70
7.275 2,040.70
314,000.00
NORTHVILLE MI 48167 5 10/10/95
00
30817150170 03 12/01/95
0
30817150170 O 11/01/10
0
1450007 686/686 F 102,500.00
ZZ
THOMASON CHARLES D 180 102,500.00
1
320 THOMASON DRIVE NE 8.000 979.55
56
7.750 979.55
185,000.00
ADAIRSVILLE GA 30103 2 10/11/95
00
30817215445 05 12/01/95
0
30817215445 O 11/01/10
0
1450027 377/377 F 335,000.00
ZZ
CLOUTIER CHARLES T 180 335,000.00
1
1
9550 SHAWNEE TRAIL 7.875 3,177.31
77
7.625 3,177.31
440,000.00
SHAWNEE HILLS OH 43065 2 10/13/95
00
4542700 05 12/01/95
0
4542700 O 11/01/10
0
1450249 447/447 F 245,000.00
ZZ
TAO KONG B 180 236,901.54
1
3457 ROSEWOOD AVENUE 9.000 2,484.95
70
8.750 2,484.95
350,000.00
LOS ANGELES CA 90066 1 10/17/94
00
3022953 05 12/01/94
0
3022953 O 11/01/09
0
1450311 375/728 F 234,000.00
ZZ
BUTHOD J C 180 233,338.62
1
1024 WASHINGTON PLACE EAST 8.250 2,270.13
80
8.000 2,270.13
292,500.00
SEATTLE WA 98112 1 09/11/95
00
0380248469 05 11/01/95
0
396733 O 10/01/10
0
1450388 757/757 F 53,000.00
ZZ
BROOME MARISSA K 180 53,000.00
1
4720 OLD CORNELIA HIGHWAY 8.375 518.04
43
8.125 518.04
125,000.00
LULA GA 30554 4 10/19/95
00
2590610 05 12/01/95
0
2590610 O 11/01/10
0
1450459 635/635 F 101,750.00
ZZ
HUANG QI SONG 180 95,670.24
1
5665 PAULEY COURT 9.500 1,062.50
70
8.250 1,062.50
145,500.00
COLUMBUS OH 43235 1 06/14/95
00
6157176 05 08/01/95
0
6157176 O 07/01/10
0
1450487 334/728 F 500,000.00
ZZ
HARTMAN GEORGE F 180 498,539.00
1
25 RAYCLIFF TERRACE 7.875 4,742.25
42
7.625 4,742.25
1,200,000.00
SAN FRANCISCO CA 94115 2 09/06/95
00
0380246042 05 11/01/95
0
1
969220 O 10/01/10
0
1450502 640/640 F 320,000.00
ZZ
CURRY KENNETH R 180 319,054.59
1
4245 CEDAR SPRINGS DRIVE 7.750 3,012.08
80
7.500 3,012.08
400,000.00
COOKEVILLE TN 38506 4 09/29/95
00
881722 05 11/01/95
0
881722 O 10/01/10
0
1450685 439/439 F 270,000.00
ZZ
CHANG FU-HWA J 180 270,000.00
1
40636 CALIENTE WAY 8.000 2,580.27
80
7.875 2,580.27
340,000.00
FREMONT CA 94539 1 09/28/95
00
1807461 05 12/01/95
0
1807461 O 11/01/10
0
1450686 439/439 F 221,000.00
ZZ
HALMOS ALEXANDER 180 221,000.00
1
3915 DAGUERRE AVENUE 7.950 2,105.62
60
7.825 2,105.62
370,000.00
CALABASAS CA 91302 5 10/03/95
00
1811188 05 12/01/95
0
1811188 O 11/01/10
0
1450688 439/439 F 270,000.00
ZZ
FISCHER STEVEN E 180 270,000.00
1
22841 BERGANTIN 7.650 2,526.01
57
7.525 2,526.01
480,000.00
MISSION VIEJO CA 92692 5 10/05/95
00
1812885 03 12/01/95
0
1812885 O 11/01/10
0
1450806 227/728 F 383,500.00
ZZ
MASSA JAMES P 180 382,316.15
1
6406 NOBLE ROCK COURT 7.250 3,500.83
72
7.000 3,500.83
539,000.00
CLIFTON VA 22024 1 09/28/95
00
0380243650 03 11/01/95
0
1613204 O 10/01/10
0
1
1450825 966/728 F 274,700.00
ZZ
ALCANTAR JOSEPH 180 274,700.00
1
6730 STEFANI DRIVE 7.625 2,566.06
89
7.375 2,566.06
310,000.00
DALLAS TX 75225 2 10/19/95
04
0380248394 05 12/01/95
25
UNKNOWN O 11/01/10
0
1450844 550/550 F 340,000.00
ZZ
INDRIERI JOSEPH E 180 340,000.00
1
745 CHESTNUT STREET 7.400 3,132.55
80
UNIT 201 7.150 3,132.55
425,000.00
SAN FRANCISCO CA 94133 1 10/23/95
00
120187260 01 12/01/95
0
120187260 O 11/01/10
0
1451494 450/728 F 264,000.00
ZZ
RUTLAND LAWRENCE J 180 264,000.00
1
6605 MYRTLE BEACH DRIVE 7.625 2,466.10
72
7.375 2,466.10
370,000.00
PLANO TX 75093 2 10/02/95
00
0380247966 05 12/01/95
0
3988367 O 11/01/10
0
1451499 450/728 F 270,800.00
ZZ
FAIRBANKS DANIEL J 180 270,800.00
1
1836 ROBERT DRIVE 7.500 2,510.35
80
7.250 2,510.35
338,500.00
NAPERVILLE IL 60564 1 10/16/95
00
0380245515 05 12/01/95
0
3988417 O 11/01/10
0
1451509 450/728 F 350,000.00
ZZ
PATEL KAPIL C 180 350,000.00
1
15451 HOMEISTER COURT 7.500 3,244.54
67
7.250 3,244.54
525,000.00
RIVERVIEW MI 48192 1 10/12/95
00
0380249889 05 12/01/95
0
39988193 O 11/01/10
0
1451630 163/728 F 285,000.00
ZZ
POTTER RICHARD J 180 279,232.86
1
577 TIMBER LANE 7.250 2,601.66
70
7.000 2,601.66
410,000.00
1
DEVON PA 19333 1 04/28/95
00
0380249210 05 06/01/95
0
371269837 O 05/01/10
0
1451737 074/728 F 350,000.00
ZZ
RAMSAY WILLIAM B 180 348,977.31
1
33 CRESCENT TER 7.875 3,319.57
56
7.625 3,319.57
630,000.00
EDINA MN 55436 5 09/06/95
00
0380241340 05 11/01/95
0
1661091965 O 10/01/10
0
1451740 074/728 F 261,500.00
ZZ
HARGETT MICHAEL 180 260,752.63
1
8101 OX ROAD 8.125 2,517.94
75
7.875 2,517.94
350,000.00
FAIRFAX STATION VA 22039 2 09/29/95
00
0380244203 05 11/01/95
0
1761075982 O 10/01/10
0
1451744 074/728 F 243,000.00
ZZ
STAVROPOULOS JAMES G 180 242,274.12
1
143 MAPLE 7.625 2,269.94
61
7.375 2,269.94
400,000.00
ELMHURST IL 60126 2 09/05/95
00
0380245390 05 11/01/95
0
1613008687 O 10/01/10
0
1451761 074/728 F 280,000.00
ZZ
HOUSER MICHAEL E 180 279,154.37
1
8171 BAYSIDE DRIVE 7.500 2,595.63
80
7.250 2,595.63
350,000.00
PASADENA MD 21122 1 09/22/95
00
0380245564 05 11/01/95
0
1751090630 O 10/01/10
0
1452059 051/728 F 123,350.00
ZZ
REINER JERRY S 180 123,350.00
1
15926 CUMBRIA DRIVE 8.000 1,178.80
49
7.750 1,178.80
255,000.00
SPRING TX 77379 2 10/02/95
00
0380248659 03 12/01/95
0
125497 O 11/01/10
0
1
1452316 450/728 F 300,000.00
ZZ
DUQUET ROBERT J 180 297,381.74
1
154 STEPHENS 8.000 2,866.96
55
7.750 2,866.96
550,000.00
GROSSE POINTE F MI 48236 2 06/28/95
00
0380245432 05 09/01/95
0
4118741 O 08/01/10
0
1452318 450/728 F 302,000.00
ZZ
PROCHERA CHARLES W 180 298,396.34
1
5405 ROYAL LANE 7.750 2,842.65
57
7.500 2,842.65
535,000.00
DALLAS TX 75229 2 06/19/95
00
0380247156 05 08/01/95
0
3874237 O 07/01/10
0
1452331 450/728 F 391,600.00
ZZ
KOSINSKI JOSEPH A 180 391,600.00
1
2043 N ORRINGTON AVENUE 7.750 3,686.04
70
7.500 3,686.04
565,000.00
EVANSTON IL 60201 2 10/05/95
00
0380245887 05 12/01/95
0
3987567 O 11/01/10
0
1452406 439/439 F 391,000.00
ZZ
MIRDJANI FRANK H 180 391,000.00
1
54 SADDLEBROOK LANE 7.950 3,725.33
85
7.825 3,725.33
460,000.00
HOUSTON TX 77024 1 10/19/95
10
1818084 03 12/01/95
6
1818084 O 11/01/10
0
1452422 450/728 F 275,000.00
ZZ
MAZUR JOSEPH A 180 275,000.00
1
2389 HICKORY GLEN 7.750 2,588.51
78
7.500 2,588.51
354,000.00
BLOOMFIELD HILL MI 48304 1 10/12/95
00
0380245408 05 12/01/95
0
3797511 O 11/01/10
0
1452440 560/560 F 400,000.00
ZZ
BROOKS JR DONALD K 180 398,791.95
1
1
13 KELLY CIRCLE 7.500 3,708.05
48
7.250 3,708.05
844,000.00
GLENBROOK NV 89413 2 09/05/95
00
450221247 03 11/01/95
0
450221247 O 10/01/10
0
1452441 560/560 F 410,000.00
ZZ
HEALY MICHAEL F 180 408,761.75
1
280 CHOCOLOG ROAD 7.500 3,800.75
68
7.250 3,800.75
611,000.00
UXBRIDGE MA 01569 5 09/08/95
00
450222575 05 11/01/95
0
450222575 O 10/01/10
0
1452442 560/560 F 235,000.00
ZZ
RUGGIERO JAMES A 180 234,305.71
1
56 HORIZON COURT 7.750 2,212.00
44
7.500 2,212.00
535,000.00
WASHINGTON TWP. NJ 07675 4 09/19/95
00
450224811 05 11/01/95
0
450224811 O 10/01/10
0
1452444 560/560 F 160,000.00
ZZ
KAY DARRELL J 180 159,532.48
1
5000 SENECA POINT ROAD 7.875 1,517.52
57
7.625 1,517.52
282,000.00
CANANDAIGUA NY 14424 1 09/19/95
00
450226048 05 11/01/95
0
450226048 O 10/01/10
0
1452445 560/560 F 305,000.00
ZZ
PATEL GIRISHKUMM 180 304,137.95
1
35 KAREN LANE 8.250 2,958.93
80
8.000 2,958.93
385,000.00
EMERSON NJ 07630 2 09/12/95
00
450226519 05 11/01/95
0
450226519 O 10/01/10
0
1452446 560/560 F 242,000.00
ZZ
CRABBS C W 180 241,285.03
1
24835 LOMA PRIETA AVENUE 7.750 2,277.89
54
7.500 2,277.89
450,000.00
LOS GATOS CA 95030 2 09/14/95
00
450227376 05 11/01/95
0
1
450227376 O 10/01/10
0
1452447 560/560 F 312,000.00
ZZ
BARBER JON L 180 311,098.37
1
12918 LAKE POINTE PASS 8.000 2,981.63
80
7.750 2,981.63
390,000.00
BELLEVILLE MI 48111 1 09/22/95
00
450229380 05 11/01/95
0
450229380 O 10/01/10
0
1452448 560/560 F 258,000.00
ZZ
CAMPER WILLIAM 180 257,220.81
1
1 GREENWICH COURT 7.500 2,391.69
58
7.250 2,391.69
448,000.00
SOUTH BRUNSWICK NJ 08852 1 09/22/95
00
450229596 05 11/01/95
0
450229596 O 10/01/10
0
1452449 560/560 F 150,000.00
ZZ
SERRANO PRAXEDIS 180 149,561.71
1
1500 SOUTH MAYFLOWER AVENUE 7.875 1,422.67
69
7.625 1,422.67
220,000.00
ARCADIA CA 91006 2 09/13/95
00
450229935 05 11/01/95
0
450229935 O 10/01/10
0
1452450 560/560 F 275,000.00
ZZ
FLUET JR JOSEPH E 180 274,196.45
1
2 VIRGINIA LANE 7.875 2,608.24
63
7.625 2,608.24
440,000.00
WAKEFIELD NH 03830 5 09/22/95
00
450233606 05 11/01/95
0
450233606 O 10/01/10
0
1452451 560/560 F 275,000.00
ZZ
DAVIS CHARLES W 180 274,160.31
1
12320 HOWLAND PARK DRIVE 7.375 2,529.79
71
7.125 2,529.79
390,000.00
PLYMOUTH MI 48170 1 09/28/95
00
450234711 03 11/01/95
0
450234711 O 10/01/10
0
1
1452452 560/560 F 170,000.00
ZZ
JACKSON JEFFREY 180 169,514.14
1
26 NATHAN DRIVE 8.125 1,636.90
38
7.875 1,636.90
450,000.00
MONTVILLE NJ 07045 1 09/29/95
00
450239603 05 11/01/95
0
450239603 O 10/01/10
0
1452453 560/560 F 220,000.00
T
JONES JAMES E 180 219,350.02
1
1272 LINCOLN PARK CIRCLE 7.750 2,070.81
80
7.500 2,070.81
275,000.00
ZEPHYR COVE NV 89448 1 09/21/95
00
450241872 05 11/01/95
0
450241872 O 10/01/10
0
1452454 560/560 F 380,000.00
ZZ
BRINGARD THOMAS R 180 377,889.64
1
1542 HILLCREST ROAD 7.875 3,604.11
65
7.625 3,604.11
585,000.00
SANTA BARBARA CA 93103 2 09/22/95
00
450241971 05 11/01/95
0
450241971 O 10/01/10
0
1452455 560/560 F 168,750.00
ZZ
GOLIN NATHAN 180 167,962.89
1
399 KRESSON ROAD 8.625 1,674.14
75
8.375 1,674.14
225,000.00
VOORHEES NJ 08043 1 09/27/95
00
450242128 05 11/01/95
0
450242128 O 10/01/10
0
1452456 560/560 F 400,000.00
T
MILES ANTHONY W 180 398,831.20
1
3600 NORTH LAKE BLVD NO 130 7.875 3,793.80
64
7.625 3,793.80
625,000.00
TAHOE CITY CA 96145 1 09/18/95
00
450242573 01 11/01/95
0
450242573 O 10/01/10
0
1452562 450/728 F 585,000.00
ZZ
KAHAN RANDALL C 180 585,000.00
1
2720 ACACIA COURT 7.625 5,464.66
70
7.375 5,464.66
840,000.00
1
BUFFALO GROVE IL 60089 1 10/04/95
00
0380245473 05 12/01/95
0
3987989 O 11/01/10
0
1452589 405/405 F 375,000.00
ZZ
MARKHAM MICHAEL F 180 373,904.25
1
3411 E MARLETTE AVENUE 7.875 3,556.69
60
7.625 3,556.69
630,000.00
PARADISE VALLEY AZ 85253 5 09/06/95
00
3728383 05 11/01/95
0
3728383 O 10/01/10
0
1453873 225/225 F 256,500.00
ZZ
MULTANI BALWANT S 180 254,928.80
1
5600 GOBIND LANE 7.375 2,359.60
75
7.125 2,359.60
346,000.00
FAIRFAX VA 22039 2 08/10/95
00
8007467 05 10/01/95
0
8007467 O 09/01/10
0
1453875 225/225 F 275,000.00
ZZ
GLOVER JILL E 180 274,214.06
1
365 COTTAGE FARM DRIVE 8.125 2,647.92
80
7.875 2,647.92
345,000.00
BEAUFORT SC 29902 1 09/15/95
00
8009270 05 11/01/95
0
8009270 O 10/01/10
0
1453876 225/225 F 360,000.00
ZZ
GRIFFITHS JR RICHARD M 180 355,514.36
1
5421 BEACH DR SW 7.250 3,286.30
68
7.000 3,286.30
532,000.00
SEATTLE WA 98136 2 06/14/95
00
8502525 05 08/01/95
0
8502525 O 07/01/10
0
1453879 225/225 F 305,500.00
ZZ
MEYERS JR H A 180 301,656.35
1
5645 PATILLO WAY 7.625 2,853.77
79
7.375 2,853.77
390,000.00
LITHONIA GA 30058 2 08/15/95
00
8301265 05 10/01/95
0
8301265 O 09/01/10
0
1
1453880 225/225 F 250,000.00
ZZ
CONWAY ROBERT J 180 249,253.22
1
3703 CAMERON MILLS ROAD 7.625 2,335.32
84
7.375 2,335.32
300,000.00
ALEXANDRIA VA 22305 1 09/08/95
14
8402859 05 11/01/95
17
8402859 O 10/01/10
0
1453884 225/225 F 327,700.00
ZZ
BERRY GARY D 180 324,744.66
1
996 MASON WOODS DRIVE 7.625 3,061.14
78
7.375 3,061.14
425,000.00
ATLANTA GA 30329 2 07/18/95
00
8301241 05 09/01/95
0
8301241 O 08/01/10
0
1453885 225/225 F 350,000.00
ZZ
SHARFMAN JOSHUA D 180 344,639.24
1
9425 DUXBURY ROAD 8.375 3,420.99
56
8.125 3,420.99
625,000.00
LOS ANGELES CA 90034 1 05/02/95
00
8600640 05 07/01/95
0
8600640 O 06/01/10
0
1453888 225/225 F 267,750.00
ZZ
LUBA JANE B 180 264,374.50
1
14213 ROCK CANYON DRIVE 8.375 2,617.05
75
8.125 2,617.05
360,000.00
CENTREVILLE VA 22020 2 08/24/95
00
8007150 05 10/01/95
0
8007150 O 09/01/10
0
1453889 225/225 F 350,000.00
ZZ
LOTHROP PAUL B 180 350,000.00
1
2121 QUEENS ROAD EAST 7.750 3,294.46
80
7.500 3,294.46
441,000.00
CHARLOTTE NC 28207 1 10/02/95
00
8005566 05 12/01/95
0
8005566 O 11/01/10
0
1453892 225/225 F 315,000.00
ZZ
GALLIS BILL 180 314,089.70
1
1
4417 WAXHAW-INDIAN TRAIL ROAD 8.000 3,010.30
55
7.750 3,010.30
580,000.00
MATTHEWS NC 28105 5 09/22/95
00
8008493 05 11/01/95
0
8008493 O 10/01/10
0
1453900 225/225 F 221,400.00
ZZ
PATTON MD SUZANNE E 180 214,658.51
1
2628 FINES CREEK DRIVE 8.000 2,115.81
90
7.750 2,115.81
246,000.00
STATESVILLE NC 28677 1 07/03/95
14
8006238 05 09/01/95
25
8006238 O 08/01/10
0
1453921 225/225 F 223,000.00
ZZ
SHEFSKY MARVIN 180 220,854.07
1
3420 MONTVALE DRIVE 6.875 1,988.83
75
6.625 1,988.83
300,000.00
GAINESVILLE GA 30501 2 07/13/95
00
8006921 05 09/01/95
0
8006921 O 08/01/10
0
1453946 225/225 F 213,750.00
ZZ
MYERS DENNIS C 180 208,397.27
1
3400 RAVENCLIFF DRIVE 7.875 2,027.31
90
7.625 2,027.31
237,500.00
CHARLOTTE NC 28226 2 07/25/95
04
8402113 05 09/01/95
25
8402113 O 08/01/10
0
1453952 225/225 F 278,000.00
ZZ
LAWSON DAVID H 180 277,160.41
1
1111 BAYLISS DRIVE 7.500 2,577.09
67
7.250 2,577.09
420,000.00
ALEXANDRIA VA 22302 2 09/13/95
00
8102410 05 11/01/95
0
8102410 O 10/01/10
0
1453958 225/225 F 273,500.00
ZZ
MALIBIRAN ROLANDO M 180 272,664.90
1
1032 SHORE ACRES DRIVE 7.375 2,515.99
72
7.125 2,515.99
382,000.00
LEESBURG FL 34748 2 09/22/95
00
8226326 05 11/01/95
0
1
8226326 O 10/01/10
0
1453961 225/225 F 240,000.00
ZZ
LYRA VIOLETTA 180 237,318.19
1
2335 BISCAYNE BAY DRIVE 8.500 2,363.37
80
8.250 2,363.37
300,000.00
NORTH MIAMI FL 33181 1 06/28/95
00
8221666 05 08/01/95
0
8221666 O 07/01/10
0
1453993 225/225 F 220,000.00
ZZ
MONTALBANO JAMES I 180 217,994.26
1
5300 GRAYCLIFF DRIVE 7.500 2,039.42
80
7.250 2,039.42
275,000.00
GREENSBORO NC 27406 1 07/17/95
00
8007317 05 09/01/95
0
8007317 O 08/01/10
0
1453996 225/225 F 232,000.00
ZZ
MATTHEWS MARK R 180 230,669.41
1
6811 HOLLISTON CIRCLE 8.125 2,233.88
80
7.875 2,233.88
290,000.00
DEWITT NY 13066 1 08/21/95
00
8402696 05 10/01/95
0
8402696 O 09/01/10
0
1454011 225/225 F 332,000.00
ZZ
DABAKAROV DAVID 180 316,917.19
1
184-80 ABERDEEN ROAD 8.000 3,172.76
70
7.750 3,172.76
475,000.00
JAMAICA NY 11432 1 07/11/94
00
8802343 05 09/01/94
0
8802343 O 08/01/09
0
1454012 225/225 F 228,000.00
ZZ
COX VICKI W 180 216,913.90
1
8145 MIDDLE FORK WAY 8.000 2,178.89
80
7.750 2,178.89
285,000.00
JACKSONVILLE FL 32256 1 06/10/94
00
2360941 03 08/01/94
0
2360941 O 07/01/09
0
1
TOTAL NUMBER OF LOANS : 495
TOTAL ORIGINAL BALANCE : 142,338,425.70
TOTAL PRINCIPAL BALANCE : 140,600,865.75
TOTAL ORIGINAL P+I : 1,349,604.38
TOTAL CURRENT P+I : 1,349,604.38
***************************
* END OF REPORT *
***************************
RUN ON : 11/17/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 05.27.25 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S18
CUTOFF : 11/01/95
POOL : 0004186
:
:
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
- -----------------------------------------------------------------
- --------------
1277392 .3750
289,752.66 .0800
8.0000 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1417460 .2500
374,409.56 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1420727 .2500
433,640.56 .0800
8.1500 .0000
7.9000 .0000
7.0000 .8200
7.0000 .0000
1431957 .2500
385,295.46 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1432001 .2500
263,000.00 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1432174 .2500
679,813.31 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1
1433088 .2500
221,935.47 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1434566 .2500
233,081.14 .0800
9.0000 .0000
8.7500 .0000
7.0000 1.6700
7.0000 .0000
1434597 .2500
553,317.72 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1434804 .2500
237,928.28 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1435058 .2500
494,384.23 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1437808 .2500
315,000.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1438044 .1250
259,493.11 .0800
8.0500 .0000
7.9250 .0000
7.0000 .8450
7.0000 .0000
1438482 .2500
75,767.94 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1
1438859 .2500
524,420.96 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1439005 .2500
258,525.21 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1439505 .2500
256,000.00 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1439509 .2500
279,172.76 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1440429 .2500
276,208.34 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1440644 .2500
488,520.14 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1440920 .2500
415,041.96 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1440930 .2500
258,525.21 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1
1441174 .2500
99,445.23 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1441780 .2500
286,843.42 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1441781 .2500
373,300.32 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441782 .2500
965,649.64 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441784 .2500
170,087.01 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441790 .2500
232,151.54 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1441791 .2500
343,172.64 .0300
8.6250 .0000
8.3750 .0000
7.0000 1.3450
7.0000 .0000
1441797 .2500
210,327.60 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1
1441801 .2500
296,720.94 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1441802 .2500
170,447.82 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1441803 .2500
252,148.84 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1441804 .2500
225,337.97 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441805 .2500
340,883.24 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441806 .2500
242,838.21 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441808 .2500
237,806.27 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441810 .2500
271,718.50 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1441812 .2500
247,049.14 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441813 .2500
297,323.80 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441814 .2500
303,889.46 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441816 .2500
260,529.67 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441817 .2500
75,379.26 .0300
8.7500 .0000
8.5000 .0000
7.0000 1.4700
7.0000 .0000
1441819 .2500
80,509.21 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441820 .2500
353,135.78 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1441821 .2500
337,222.01 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1
1441824 .2500
346,678.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441825 .2500
473,612.05 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441828 .2500
70,137.82 .0300
8.3750 .0000
8.1250 .0000
7.0000 1.0950
7.0000 .0000
1441829 .2500
29,732.39 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441830 .2500
446,029.38 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441831 .2500
59,294.83 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441833 .2500
291,402.69 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441834 .2500
297,294.47 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1
1441835 .2500
247,794.11 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441836 .2500
223,647.69 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441837 .2500
642,159.09 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441838 .2500
370,525.23 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441840 .2500
233,153.14 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441842 .2500
253,845.67 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441843 .2500
376,634.60 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441844 .2500
288,280.90 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1441845 .2500
251,890.48 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441846 .2500
232,460.39 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1441847 .2500
215,559.78 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441848 .2500
61,490.40 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441849 .2500
106,451.07 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441850 .2500
69,361.80 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1441851 .2500
290,249.97 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441852 .2500
299,581.41 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1441855 .2500
253,521.27 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1441856 .2500
234,909.93 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1441857 .2500
305,222.31 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441859 .2500
216,777.20 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1441861 .2500
96,922.20 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1441863 .2500
256,669.42 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441864 .2500
64,420.15 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1441866 .2500
520,213.53 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1
1441867 .2500
297,016.97 .0300
8.5000 .0000
8.2500 .0000
7.0000 1.2200
7.0000 .0000
1441874 .2500
772,000.00 .0300
8.0000 .0000
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7.5000 .0000
7.0000 .4200
7.0000 .0000
1449988 .2500
260,000.00 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1449990 .2500
107,682.32 .0800
7.8000 .0000
7.5500 .0000
7.0000 .4700
7.0000 .0000
1
1449991 .2500
60,000.00 .0800
8.2500 .0000
8.0000 .0000
7.0000 .9200
7.0000 .0000
1449992 .2500
53,000.00 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1449996 .2500
399,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1449997 .2500
70,000.00 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1450001 .2500
100,000.00 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1450002 .2500
81,000.00 .0800
7.8500 .0000
7.6000 .0000
7.0000 .5200
7.0000 .0000
1450006 .2500
219,800.00 .0800
7.5250 .0000
7.2750 .0000
7.0000 .1950
7.0000 .0000
1450007 .2500
102,500.00 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1
1450027 .2500
335,000.00 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1450249 .2500
236,901.54 .0800
9.0000 .0000
8.7500 .0000
7.0000 1.6700
7.0000 .0000
1450311 .2500
233,338.62 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1450388 .2500
53,000.00 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1450459 1.2500
95,670.24 .0800
9.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1450487 .2500
498,539.00 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1450502 .2500
319,054.59 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1450685 .1250
270,000.00 .0800
8.0000 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1
1450686 .1250
221,000.00 .0800
7.9500 .0000
7.8250 .0000
7.0000 .7450
7.0000 .0000
1450688 .1250
270,000.00 .0800
7.6500 .0000
7.5250 .0000
7.0000 .4450
7.0000 .0000
1450806 .2500
382,316.15 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1450825 .2500
274,700.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1450844 .2500
340,000.00 .0800
7.4000 .0000
7.1500 .0000
7.0000 .0700
7.0000 .0000
1451494 .2500
264,000.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1451499 .2500
270,800.00 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1451509 .2500
350,000.00 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1
1451630 .2500
279,232.86 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1451737 .2500
348,977.31 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1451740 .2500
260,752.63 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1451744 .2500
242,274.12 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1451761 .2500
279,154.37 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1452059 .2500
123,350.00 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1452316 .2500
297,381.74 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1452318 .2500
298,396.34 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1452331 .2500
391,600.00 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1452406 .1250
391,000.00 .0800
7.9500 .0000
7.8250 .0000
7.0000 .7450
7.0000 .0000
1452422 .2500
275,000.00 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1452440 .2500
398,791.95 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1452441 .2500
408,761.75 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1452442 .2500
234,305.71 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1452444 .2500
159,532.48 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1452445 .2500
304,137.95 .0300
8.2500 .0000
8.0000 .0000
7.0000 .9700
7.0000 .0000
1
1452446 .2500
241,285.03 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1452447 .2500
311,098.37 .0300
8.0000 .0000
7.7500 .0000
7.0000 .7200
7.0000 .0000
1452448 .2500
257,220.81 .0300
7.5000 .0000
7.2500 .0000
7.0000 .2200
7.0000 .0000
1452449 .2500
149,561.71 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1452450 .2500
274,196.45 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1452451 .2500
274,160.31 .0300
7.3750 .0000
7.1250 .0000
7.0000 .0950
7.0000 .0000
1452452 .2500
169,514.14 .0300
8.1250 .0000
7.8750 .0000
7.0000 .8450
7.0000 .0000
1452453 .2500
219,350.02 .0300
7.7500 .0000
7.5000 .0000
7.0000 .4700
7.0000 .0000
1
1452454 .2500
377,889.64 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1452455 .2500
167,962.89 .0300
8.6250 .0000
8.3750 .0000
7.0000 1.3450
7.0000 .0000
1452456 .2500
398,831.20 .0300
7.8750 .0000
7.6250 .0000
7.0000 .5950
7.0000 .0000
1452562 .2500
585,000.00 .0300
7.6250 .0000
7.3750 .0000
7.0000 .3450
7.0000 .0000
1452589 .2500
373,904.25 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1453873 .2500
254,928.80 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1453875 .2500
274,214.06 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1453876 .2500
355,514.36 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1
1453879 .2500
301,656.35 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1453880 .2500
249,253.22 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1453884 .2500
324,744.66 .0800
7.6250 .0000
7.3750 .0000
7.0000 .2950
7.0000 .0000
1453885 .2500
344,639.24 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1453888 .2500
264,374.50 .0800
8.3750 .0000
8.1250 .0000
7.0000 1.0450
7.0000 .0000
1453889 .2500
350,000.00 .0800
7.7500 .0000
7.5000 .0000
7.0000 .4200
7.0000 .0000
1453892 .2500
314,089.70 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1453900 .2500
214,658.51 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1
1453921 .2500
220,854.07 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5450 .0000
1453946 .2500
208,397.27 .0800
7.8750 .0000
7.6250 .0000
7.0000 .5450
7.0000 .0000
1453952 .2500
277,160.41 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1453958 .2500
272,664.90 .0800
7.3750 .0000
7.1250 .0000
7.0000 .0450
7.0000 .0000
1453961 .2500
237,318.19 .0800
8.5000 .0000
8.2500 .0000
7.0000 1.1700
7.0000 .0000
1453993 .2500
217,994.26 .0800
7.5000 .0000
7.2500 .0000
7.0000 .1700
7.0000 .0000
1453996 .2500
230,669.41 .0800
8.1250 .0000
7.8750 .0000
7.0000 .7950
7.0000 .0000
1454011 .2500
316,917.19 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
1
1454012 .2500
216,913.90 .0800
8.0000 .0000
7.7500 .0000
7.0000 .6700
7.0000 .0000
TOTAL NUMBER OF LOANS: 495
TOTAL BALANCE........: 140,600,865.75
1
RUN ON : 11/17/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 05.27.25 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S18 FIXED SUMMARY REPORT
CUTOFF : 11/01/95
POOL : 0004186
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 7.8150 6.6250
9.5000
RFC NET RATE 7.5697 6.3750
9.1250
NET MTG RATE(INVSTR RATE) 6.9793 6.2950
7.0000
POST STRIP RATE 6.9793 6.2950
7.0000
SUB SERV FEE .2453 .1250
1.2500
MSTR SERV FEE .0589 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .5315 .0000
2.0450
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 495
TOTAL BALANCE........: 140,600,865.75
***************************
* END OF REPORT *
***************************
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-S18, Class R (the "Owner")), a [savings
institution] [corporation] duly organized and existing under the
laws of [the State of __________________] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) will endeavor to remain other
than a disqualified organization for so long as it retains its
ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit
and agreement in substantially the same form as this affidavit
and
agreement. (For this purpose, a "disqualified organization" means
the United States, any state or political subdivision thereof,
any
agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such
governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax
unless such organization is subject to the tax on unrelated
business taxable income).
3. That the Owner is aware (i) of the tax that would
be imposed on transfers of Class R Certificates to disqualified
organizations under the Code, that applies to all transfers of
Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for
a
disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit
that the transferee is not a disqualified organization and, at
the
time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class R Certificates
may
be "noneconomic residual interests" within the meaning of
Treasury
regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable
for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to
impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time
during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common
trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Purchaser is not an employee benefit plan or
other plan subject to the prohibited transaction provisions of
the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code"), or an investment manager, named
fiduciary
or a trustee of any such plan, or any other Person acting,
directly or indirectly, on behalf of or purchasing any
Certificate
with "plan assets" of any such plan.
6. That the Owner is aware that the Trustee will not
register the transfer of any Class R Certificates unless the
transferee, or the transferee's agent, delivers to it an
affidavit
and agreement, among other things, in substantially the same form
as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set
forth on the face of the Class R Certificates and the provisions
of Section 5.02(f) of the Pooling and Servicing Agreement under
which the Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
8. That the Owner consents to any additional
restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to
ensure
that the Class R Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is
______________.
10. This affidavit and agreement relates only to the
Class R Certificates held by the Owner and not to any other
holder
of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the
transfer of any of the Class R Certificates by the Owner is or
will be to impede the assessment or collection of any tax.
12. That the Owner has no present knowledge or
expectation that it will be unable to pay any United States taxes
owed by it so long as any of the Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the
benefit
of the person from whom it acquired the Class R Certificate that
the Owner intends to pay taxes associated with holding such Class
R Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by
the
Class R Certificate.
13. That the Owner has no present knowledge or
expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class R
Certificates remain outstanding.
14. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to the
authority
of its Board of Directors, by its [Title of Officer] and its
corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who
executed
the foregoing instrument and to be the [Title of Officer] of the
Owner, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____
day of _______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
Re: Mortgage Pass-Through Certificates,
Series 1995-S18, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1995-S18, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of November 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential
Funding
Corporation, as master servicer, and The First National Bank of
Chicago, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and
the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a transfer
affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition
of
the Purchaser as contemplated by Treasury Regulations Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the
Seller has determined that the Purchaser has historically paid
its
debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the
transfer of a Class R Certificate may not be respected for United
States income tax purposes (and the Seller may continue to be
liable for United States income taxes associated therewith)
unless
the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
RE: Mortgage Pass-Through Certificates,
Series 1995-S18, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller")
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1995-S18, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
November 1, 1995 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and The First National Bank of Chicago, as
trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and the Trustee
that:
1. The Purchaser understands that (a) the
Certificates have not been and will not be registered
or qualified under the Securities Act of 1933, as
amended (the "Act") or any state securities law, (b)
the Company is not required to so register or qualify
the Certificates, (c) the Certificates may be resold
only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or
if an exemption from such registration and
qualification is available, (d) the Pooling and
Servicing Agreement contains restrictions regarding
the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the
Certificates for its own account for investment only
and not with a view to or for sale in connection with
any distribution thereof in any manner that would
violate the Act or any applicable state securities
laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters related
to securities similar to the Certificates, such that
it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with,
and has had an opportunity to review (a) [a copy of
the Private Placement Memorandum, dated
___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and
the Company as has been requested by the Purchaser
from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from such
review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did
not purchase the Certificates from the Seller in
connection with the initial distribution of the
Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it
by the Seller, that the Memorandum was prepared by the
Company solely for use in connection with the Original
Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b)
any information, development or event arising after
the date of the Memorandum.]
5. The Purchaser has not and will not nor
has it authorized or will it authorize any person to
(a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any
Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or
to accept a pledge, disposition of other transfer of
any Certificate, any interest in any Certificate or
any other similar security from any person in any
manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any
Certificate or any other similar security with any
person in any manner, (d) make any general
solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will
not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.
6. The Purchaser is not an employee benefit
or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the
"Code"), or any other person (including an investment
manager, a named fiduciary or a trustee of any such
plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any
such plan, and understands that registration of
transfer of any Certificate to any such plan, or to
any person acting on behalf of or purchasing any
Certificate with "plan assets" of any such plan, may
not be made unless such plan or person delivers an
opinion of its counsel, addressed and satisfactory to
the Trustee, the Company and the Master Servicer, to
the effect that the purchase and holding of a
Certificate by, on behalf of, or with "plan assets" of
any such plan is permissible under applicable law,
will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the
Company, the Master Servicer or the Trustee to any
obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Pooling and
Servicing Agreement.
7. The Purchaser is not a non-United States
person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
Re: Mortgage Pass-Through Certificates,
Series 1995-S18, 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-S18, Class (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of November 1, 1995
among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master
servicer, and The First National Bank of Chicago, as trustee (the
"Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has
(a) offered, pledged, sold, disposed of or otherwise transferred
any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) has solicited
any offer to buy or to accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or
any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) has made any general
solicitation by means of general advertising or in any other
manner, or (e) has taken any other action, that (as to any of (a)
through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933 (the "Act"), that
would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant thereto. The
Seller will not act, in any manner set forth in the foregoing
sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the
"Seller"), intends to transfer the Rule 144A Securities described
above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance
with the agreements pursuant to which the Rule 144A Securities
were issued, the Seller hereby certifies the following facts:
Neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A
Securities,
any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect
to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration
pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other than the Buyer or another
"qualified institutional buyer" as defined in Rule 144A under the
1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee and the Master Servicer
(as defined in the Pooling and Servicing Agreement (the
"Agreement"), dated as of November 1, 1995 among Residential
Funding Corporation as Master Servicer, Residential Funding
Mortgage Securities I, Inc. as depositor pursuant to Section 5.02
of the Agreement and The First National Bank of Chicago as
trustee, as follows:
a. The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or
the securities laws of any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge
and experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to
the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render
the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to
the Rule 144A Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the 1933
Act and has completed either of the forms of certification
to that effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only
(i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee, Master Servicer and the
Company that either (1) the Buyer is (A) not an employee benefit
plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), or
a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case) is subject
to ERISA or Section 4975 of the Code (both a "Plan"), and (B) is
not directly or indirectly purchasing the Rule 144A Securities on
behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, or (2) the Buyer
understands that registration of transfer of any Rule 144A
Securities to any Plan, or to any Person acting on behalf of or
purchasing any such Certificate with "plan assets" of any Plan,
may not be made unless such Plan or Person, including the Buyer,
delivers an opinion of its counsel, addressed and satisfactory to
the Trustee, the Company and the Master Servicer, to the effect
that the purchase and holding of the Rule 144A Securities by, on
behalf of or with "plan assets" of such Plan is permissible under
applicable law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, and will not subject the Company, the Master
Servicer
or the Trustee to any obligation or liability (including
liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.]
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to
be an original; such counterparts, together, shall constitute one
and the same document.
IN WITNESS WHEREOF, each of the parties has executed
this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in
connection
with the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer
is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933 ("Rule 144A") because
(i) the Buyer owned and/or invested on a discretionary basis
$______________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.
___ Corporation, etc. The Buyer is a corporation (other
than
a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking
commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at
least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached
hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution,
which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered
pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a
similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established
and
maintained by a State, its political subdivisions, or
any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan
within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is
a
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include
(i) securities of issuers that are affiliated with the Buyer,
(ii)
securities that are part of an unsold allotment to or
subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer
and
did not include any of the securities referred to in the
preceding
paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments
of
such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule
144A and understands that the seller to it and other parties
related to the Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question is "no",
the
Buyer agrees that, in connection with any purchase of securities
sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a
current representation letter from such third party or taken
other
appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in
connection with the Rule 144A Investment Representation to which
this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of
the
Buyer or, if the Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of
1933
("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is
a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the
Buyer alone, or the Buyer's Family of Investment Companies, owned
at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of
Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as
used herein means two or more registered investment companies (or
series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the
Buyer or are part of the Buyer's Family of Investment Companies,
(ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this certification
is made are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase
for the Buyer's own account.
6. The undersigned will notify each of the parties
to which this certification is made of any changes in the
information and conclusions herein. Until such notice, the
Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject to subsection (c) below, prior to
the later of the third Business Day prior to each Distribution
Date or the related Determination Date, the Master Servicer shall
determine whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which
will not be Advances or Subservicer Advances that were made with
respect to delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an
amount equal to the amount of any Advances or Subservicer
Advances
reimbursed pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in
the
same manner as if such amount were to be distributed pursuant to
Section 4.02(a).
(b) Subject to subsection (c) below, prior to the
later of the third Business Day prior to each Distribution Date
or
the related Determination Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to Section 4.05,
and, if so, the Master Servicer shall demand payment from
Residential Funding of the amount of such Realized Loss and shall
distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to
Section 4.02(a); provided, however, that the amount of such
demand
in respect of any Distribution Date shall in no event be greater
than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized
Loss or Losses not occurred plus (ii) the amount of the reduction
in the Certificate Principal Balances of the Class B Certificates
on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be
deemed
to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses allocated to
the
Class B Certificates will not be covered by the Subordinate
Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section
shall be made prior to the later of the third Business Day prior
to each Distribution Date or the related Determination Date by
the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections
(a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection
(d)
and (Y) the then outstanding Certificate Principal Balances of
the
Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as
described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any failure of Residential Funding to
make any payments hereunder and shall demand payment pursuant to
the limited guaranty (the "Limited Guaranty"), executed by
General
Motors Acceptance Corporation, of Residential Funding's
obligation
to make payments pursuant to this Section, in an amount equal to
the lesser of (i) the Amount Available and (ii) such required
payments, by delivering to General Motors Acceptance Corporation
a
written demand for payment by wire transfer, not later than the
second Business Day prior to the Distribution Date for such
month,
with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant
to this Section or amounts paid under the Limited Guaranty shall
be deposited directly in the Certificate Account, for
distribution
on the Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for either or both of the Limited
Guaranty or the Subordinate Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond, insurance policy or similar
instrument or a reserve fund; provided that (i) the Company
obtains an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860(F)(a)(1) of the Code
or on "contributions after the startup date" under Section
860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and
(ii) no such substitution shall be made unless (A) the substitute
Limited Guaranty or Subordinate Certificate Loss Obligation is
for
an initial amount not less than the then current Amount Available
and contains provisions that are in all material respects
equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the
fees, reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited
Guaranty
or Subordinate Certificate Loss Obligation (if not supported by
the Limited Guaranty) shall be rated at least the lesser of (a)
the rating of the long term debt obligations of General Motors
Acceptance Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation
from
each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and
(b)
the original rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the
substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a
legal, valid and binding obligation of the substitute guarantor
or
obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the
Limited Guaranty or Subordinate Certificate Loss Obligation under
any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the
provisions of this Article XII may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate
Loss
Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental
to the matters described in this Article XII may be amended in
any
manner; in each case by written instrument executed or consented
to by the Company and Residential Funding but without the consent
of any Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as
applicable; provided that the Company shall also obtain a letter
from each nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company to the
effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B Certificates by such rating agency,
unless
(A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in
accordance with Section 11.01(e) and, provided further that the
Company obtains, in the case of a material amendment or
supersession (but not a reduction, cancellation or deletion of
the
Limited Guaranty or the Subordinate Certificate Loss Obligation),
an Opinion of Counsel (which need not be an opinion of
Independent
counsel) to the effect that any such amendment or supersession
will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code
or on "contributions after the startup date" under Section
860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as
a REMIC at any time that any Certificate is outstanding. A copy
of any such instrument shall be provided to the Trustee and the
Master Servicer together with an Opinion of Counsel that such
amendment complies with this Section 12.02.
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1995-S18
, 199__
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
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 November 1, 1995 (the "Servicing
Agreement"), among Residential Funding Mortgage Securities I,
Inc.
(the "Company"), Residential Funding and The First National Bank
of Chicago (the "Trustee") as amended by Amendment No. ___
thereto, dated as of ________, with respect to the Mortgage Pass-
Through Certificates, Series 1995-S18 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding agrees to make payments to the
Holders of the Class B Certificates with respect to certain
losses
on the Mortgage Loans as described in the Servicing Agreement;
and
WHEREAS, GMAC desires to provide certain assurances
with respect to the ability of Residential Funding to secure
sufficient funds and faithfully to perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding,
or to cause to be made available to Residential Funding), either
directly or through a subsidiary, in any case prior to the
related
Distribution Date, such moneys as may be required by Residential
Funding to perform its Subordinate Certificate Loss Obligation
when and as the same arises from time to time upon the demand of
the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause
(a) shall be absolute, irrevocable and unconditional and shall
not
be affected by the transfer by GMAC or any other person of all or
any part of its or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right
of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's obligations
under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section
12.01(f) of the Servicing Agreement, or (y) the termination of
the
Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay
on the part of Residential Funding, the Trustee or any other
person in asserting or enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise
of
any such rights shall not preclude any other or further exercise
of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and
any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on
the
part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as the Servicing Agreement is not modified or amended in any way
that might affect the obligations of GMAC under this Limited
Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly
provided herein, the guarantee herein set forth shall be binding
upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands
that a copy of this Limited Guaranty shall be delivered to the
Trustee in connection with the execution of Amendment No. 1 to
the
Servicing Agreement and GMAC hereby authorizes the Company and
the
Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective officers
thereunto duly authorized as of the day and year first above
written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________,
19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza
Chicago, Illinois 60670-0126
Attention: Residential Funding Corporation Series 1995-S18
Re: Mortgage Pass-Through Certificates, Series 1995-
S18 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 November 1, 1995 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential
Funding
Corporation, as master servicer, and the Trustee. All terms used
herein and not otherwise defined shall have the meanings set
forth
in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the
Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of
satisfaction is required to preserve lien priority, minimize or
avoid mortgage recording taxes or otherwise comply with, or
facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is
intended to
be, a refinancing of such Mortgage Loan and the form of the
transaction is solely to comply with, or facilitate the
transaction under, such local laws;
(iii) the Mortgage Loan following the proposed
assignment
will be modified to have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior
to
such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
1995-S18
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT
PO
LOAN # BALANCE RATE FRACTION
BALANCE
1448833 493,427.61 6.295 10.0714285714%
49,695.21
1448836 229,014.70 6.545 6.5000000000%
14,885.96
1448838 244,808.83 6.545 6.5000000000%
15,912.57
1448891 219,298.34 6.545 6.5000000000%
14,254.39
1448895 296,143.37 6.545 6.5000000000%
19,249.32
1453921 220,854.07 6.545 6.5000000000%
14,355.51
1444217 368,732.17 6.595 5.7857142857%
21,333.79
1448624 373,803.98 6.595 5.7857142857%
21,627.23
1448751 280,514.75 6.670 4.7142857143%
13,224.27
1448853 641,725.06 6.670 4.7142857143%
30,252.75
1445933 213,440.69 6.720 4.0000000000%
8,537.63
1447528 252,700.22 6.720 4.0000000000%
10,108.01
1448592 418,674.92 6.720 4.0000000000%
16,747.00
1448623 289,085.06 6.720 4.0000000000%
11,563.40
1449710 397,468.66 6.720 4.0000000000%
15,898.75
1446914 249,219.80 6.795 2.9285714286%
7,298.58
1447509 396,232.76 6.795 2.9285714286%
11,603.96
1448835 238,557.07 6.795 2.9285714286%
6,986.31
1448857 425,950.20 6.795 2.9285714286%
12,474.26
1448875 271,815.64 6.795 2.9285714286%
7,960.32
1448899 297,555.26 6.795 2.9285714286%
8,714.12
1444265 549,276.81 6.845 2.2142857143%
12,162.56
1445938 422,188.33 6.845 2.2142857143%
9,348.46
1443019 250,000.00 6.920 1.1428571429%
2,857.14
1448639 411,226.63 6.920 1.1428571429%
4,699.73
1448724 261,698.03 6.920 1.1428571429%
2,990.83
1448731 247,670.75 6.920 1.1428571429%
2,830.52
1448756 344,532.10 6.920 1.1428571429%
3,937.51
1448785 255,938.19 6.920 1.1428571429%
2,925.01
1448805 740,654.81 6.920 1.1428571429%
8,464.63
1448839 515,155.18 6.920 1.1428571429%
5,887.49
1448851 222,903.68 6.920 1.1428571429%
2,547.47
1448867 229,228.31 6.920 1.1428571429%
2,619.75
1448885 405,944.96 6.920 1.1428571429%
4,639.37
1448915 328,981.30 6.920 1.1428571429%
3,759.79
1448918 310,564.81 6.920 1.1428571429%
3,549.31
1453876 355,514.36 6.920 1.1428571429%
4,063.02
1444274 190,744.70 6.970 0.4285714286%
817.48
1449706 239,259.12 6.970 0.4285714286%
1,025.40
1449790 351,013.07 6.970 0.4285714286%
1,504.34
1450806 382,316.15 6.970 0.4285714286%
1,638.50
1451630 279,232.86 6.970 0.4285714286%
1,196.71
$14,113,067.31 2.9486740966%
$416,148.36
