SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 1,1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under
a Pooling and Servicing Agreement dated as of August 1, 1995
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1995-S12)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Pooling and Servicing Agreement, dated as
of August 1, 1995 among Residential Funding Mortgage Securities
I, Inc., as company, Residential Funding Corporation, as master
servicer, and Bankers Trust Company, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Jill Davis
Name: Jill Davis
Title: Vice President
Dated: September 13, 1995
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1995
Mortgage Pass-Through Certificates
Series 1995-S12
TABLE OF
CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . . . 3
Accrued Certificate Interest . . . . . . . . . . . . 3
Addendum and Assignment Agreement. . . . . . . . . . . 3
Additional Collateral. . . . . . . . . . . . . . . . . 3
Additional Collateral Loan . . . . . . . . . . . . . . 4
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. . . . . . . . . . . . . . . . . . . . 5
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . . 5
Book-Entry Certificate . . . . . . . . . . . . . . . . 6
Business Day . . . . . . . . . . . . . . . . . . . . . 6
Cash Liquidation . . . . . . . . . . . . . . . . . . . 6
Certificate. . . . . . . . . . . . . . . . . . . . . . 6
Certificate Account. . . . . . . . . . . . . . . . . . 6
Certificate Account Deposit Date . . . . . . . . . . . 6
Certificateholder or Holder. . . . . . . . . . . . . . 6
Certificate Owner. . . . . . . . . . . . . . . . . . . 6
Certificate Principal Balance. . . . . . . . . . . . . 7
Certificate Register and Certificate Registrar . . . . 7
Class. . . . . . . . . . . . . . . . . . . . . . . . . 7
Class A Certificate. . . . . . . . . . . . . . . . . . 7
Class A-4 Principal Distribution Amount. . . . . . . . 8
Class A-4 Collection Shortfall . . . . . . . . . . . . 8
Class B Certificate. . . . . . . . . . . . . . . . . . 8
Class B Percentage . . . . . . . . . . . . . . . . . . 8
Class B-1 Percentage . . . . . . . . . . . . . . . . . 8
Class B-1 Prepayment Distribution Trigger. . . . . . . 8
Class B-2 Percentage . . . . . . . . . . . . . . . . . 8
Class B-2 Prepayment Distribution Trigger. . . . . . . 8
Class B-3 Percentage . . . . . . . . . . . . . . . . . 8
Class B-3 Prepayment Distribution Trigger. . . . . . . 9
Class M Certificate. . . . . . . . . . . . . . . . . . 9
Class M Percentage . . . . . . . . . . . . . . . . . . 9
Class M-1 Percentage . . . . . . . . . . . . . . . 9
Class M-2 Percentage . . . . . . . . . . . . . . . . . 9
Class M-2 Prepayment Distribution Trigger. . . . . . . 9
Class M-3 Percentage . . . . . . . . . . . . . . . . . 9
Class M-3 Prepayment Distribution Trigger. . . . . . . 10
Class R Certificate. . . . . . . . . . . . . . . . . . 10
Closing Date . . . . . . . . . . . . . . . . . . . . . 10
Code . . . . . . . . . . . . . . . . . . . . . . . . 10
Compensating Interest. . . . . . . . . . . . . . . . . 10
Cooperative. . . . . . . . . . . . . . . . . . . . . . 10
Cooperative Apartment. . . . . . . . . . . . . . . . . 10
Cooperative Lease. . . . . . . . . . . . . . . . . . . 10
Cooperative Loans. . . . . . . . . . . . . . . . . . . 10
Cooperative Stock. . . . . . . . . . . . . . . . . . . 11
Cooperative Stock Certificate. . . . . . . . . . . . . 11
Corporate Trust Office . . . . . . . . . . . . . . . . 11
Credit Support Depletion Date. . . . . . . . . . . . . 11
Curtailment. . . . . . . . . . . . . . . . . . . . . . 11
Custodial Account. . . . . . . . . . . . . . . . . . . 11
Custodial Agreement. . . . . . . . . . . . . . . . . . 11
Custodian. . . . . . . . . . . . . . . . . . . . . . . 11
Cut-off Date . . . . . . . . . . . . . . . . . . . . . 11
Cut-off Date Principal Balance . . . . . . . . . . . . 11
Debt Service Reduction . . . . . . . . . . . . . . . . 11
Deficient Valuation. . . . . . . . . . . . . . . . . . 12
Definitive Certificate . . . . . . . . . . . . . . . . 12
Deleted Mortgage Loan. . . . . . . . . . . . . . . . . 12
Depository . . . . . . . . . . . . . . . . . . . . . . 12
Depository Participant . . . . . . . . . . . . . . . . 12
Destroyed Mortgage Note. . . . . . . . . . . . . . . . 12
Determination Date . . . . . . . . . . . . . . . . . . 12
Discount Fraction. . . . . . . . . . . . . . . . . . . 12
Discount Mortgage Loan . . . . . . . . . . . . . . . . 12
Disqualified Organization. . . . . . . . . . . . . . . 12
Distribution Date. . . . . . . . . . . . . . . . . . . 13
Due Date . . . . . . . . . . . . . . . . . . . . . . . 13
Due Period . . . . . . . . . . . . . . . . . . . . . . 13
Duff & Phelps. . . . . . . . . . . . . . . . . . . . . 13
Eligible Account . . . . . . . . . . . . . . . . . . 13
Eligible Funds . . . . . . . . . . . . . . . . . 14
Event of Default . . . . . . . . . . . . . . . . . . . 14
Excess Bankruptcy Loss . . . . . . . . . . . . . . . . 14
Excess Fraud Loss. . . . . . . . . . . . . . . . . . . 14
Excess Special Hazard Loss . . . . . . . . . . . . . . 14
Excess Subordinate Principal Amount. . . . . . . . . . 14
Extraordinary Events . . . . . . . . . . . . . . . . . 14
Extraordinary Losses . . . . . . . . . . . . . . . . . 15
FDIC . . . . . . . . . . . . . . . . . . . . . . . . 15
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . . 15
Final Distribution Date. . . . . . . . . . . . . . . . 15
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . 15
Foreclosure Profits. . . . . . . . . . . . . . . . . . 15
Fraud Loss Amount. . . . . . . . . . . . . . . . . . . 15
Fraud Losses . . . . . . . . . . . . . . . . . . . . . 16
Independent. . . . . . . . . . . . . . . . . . . . . . 16
Initial Certificate Principal Balance. . . . . . . . . 16
Initial Monthly Payment Deposit. . . . . . . . . . . . 16
Insurance Proceeds . . . . . . . . . . . . . . . . . . 16
Insurer. . . . . . . . . . . . . . . . . . . . . . . . 16
Late Collections . . . . . . . . . . . . . . . . . . . 17
Liquidation Proceeds . . . . . . . . . . . . . . . . . 17
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . . 17
Maturity Date. . . . . . . . . . . . . . . . . . . . . 17
Monthly Payment. . . . . . . . . . . . . . . . . . . . 17
Mortgage . . . . . . . . . . . . . . . . . . . . . . 17
Mortgage 100SM Loan. . . . . . . . . . . . . . . . . . 17
Mortgage File. . . . . . . . . . . . . . . . . . . . . 17
Mortgage Loan Schedule . . . . . . . . . . . . . . . . 17
Mortgage Loans . . . . . . . . . . . . . . . . . . . . 18
Mortgage Note. . . . . . . . . . . . . . . . . . . . . 19
Mortgage Rate. . . . . . . . . . . . . . . . . . . . . 19
Mortgaged Property . . . . . . . . . . . . . . . . . . 19
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . 19
Net Mortgage Rate. . . . . . . . . . . . . . . . . . . 19
Non-Discount Mortgage Loan . . . . . . . . . . . . . . 19
Non-Primary Residence Loans. . . . . . . . . . . . . . 19
Non-United States Person . . . . . . . . . . . . . . . 19
Nonrecoverable Advance . . . . . . . . . . . . . . . . 19
Nonsubserviced Mortgage Loan . . . . . . . . . . . . . 19
Notional Amount. . . . . . . . . . . . . . . . . . . . 19
Officers' Certificate. . . . . . . . . . . . . . . . . 19
Opinion of Counsel . . . . . . . . . . . . . . . . . . 19
Original Senior Percentage . . . . . . . . . . . . . . 20
Outstanding Mortgage Loan. . . . . . . . . . . . . . . 20
Ownership Interest . . . . . . . . . . . . . . . . . . 20
Parent PowerSM Loan. . . . . . . . . . . . . . . . . . 20
Pass-Through Rate. . . . . . . . . . . . . . . . . . . 20
Paying Agent . . . . . . . . . . . . . . . . . . . . . 20
Percentage Interest. . . . . . . . . . . . . . . . . . 20
Permitted Investments. . . . . . . . . . . . . . . . . 20
Permitted Transferee . . . . . . . . . . . . . . . . . 22
Person . . . . . . . . . . . . . . . . . . . . . . . . 22
Pool Stated Principal Balance. . . . . . . . . . . . . 22
Pool Strip Rate. . . . . . . . . . . . . . . . . . . . 22
Prepayment Assumption. . . . . . . . . . . . . . . . . 22
Prepayment Distribution Percentage . . . . . . . . . . 22
Prepayment Distribution Trigger. . . . . . . . . . . . 24
Prepayment Interest Shortfall. . . . . . . . . . . . . 24
Prepayment Period. . . . . . . . . . . . . . . . . . . 24
Primary Insurance Policy . . . . . . . . . . . . . . . 24
Principal Prepayment . . . . . . . . . . . . . . . . . 24
Principal Prepayment in Full . . . . . . . . . . . . . 25
Program Guide. . . . . . . . . . . . . . . . . . . . . 25
Purchase Price . . . . . . . . . . . . . . . . . . . . 25
Qualified Substitute Mortgage Loan . . . . . . . . . . 25
Rating Agency. . . . . . . . . . . . . . . . . . . . 26
Realized Loss. . . . . . . . . . . . . . . . . . . . . 26
Record Date. . . . . . . . . . . . . . . . . . . . . . 26
Regular Certificate. . . . . . . . . . . . . . . . . . 26
Relief Act . . . . . . . . . . . . . . . . . . . . . . 26
REMIC. . . . . . . . . . . . . . . . . . . . . . . . 26
REMIC Provisions . . . . . . . . . . . . . . . . . . . 26
REO Acquisition. . . . . . . . . . . . . . . . . . . . 27
REO Disposition. . . . . . . . . . . . . . . . . . . . 27
REO Imputed Interest . . . . . . . . . . . . . . . . . 27
REO Proceeds . . . . . . . . . . . . . . . . . . . . . 27
REO Property . . . . . . . . . . . . . . . . . . . . . 27
Request for Release. . . . . . . . . . . . . . . . . . 27
Required Insurance Policy. . . . . . . . . . . . . . . 27
Residential Funding. . . . . . . . . . . . . . . . . . 27
Responsible Officer. . . . . . . . . . . . . . . . . . 27
Schedule of Discount Fractions . . . . . . . . . . . . 27
Security Agreement . . . . . . . . . . . . . . . . . . 27
Seller . . . . . . . . . . . . . . . . . . . . . . . . 27
Seller's Agreement . . . . . . . . . . . . . . . . . . 28
Senior Accelerated Distribution Percentage . . . . . . 28
Senior Percentage. . . . . . . . . . . . . . . . . . . 28
Senior Principal Distribution Amount . . . . . . . . . 29
Servicing Accounts . . . . . . . . . . . . . . . . . . 29
Servicing Advances . . . . . . . . . . . . . . . . . . 29
Servicing Fee. . . . . . . . . . . . . . . . . . . . . 29
Servicing Officer. . . . . . . . . . . . . . . . . . . 29
Special Hazard Amount. . . . . . . . . . . . . . . . . 29
Special Hazard Loss. . . . . . . . . . . . . . . . . 30
Standard & Poor's. . . . . . . . . . . . . . . . . . . 30
Stated Principal Balance . . . . . . . . . . . . . . . 30
Subordinate Principal Distribution Amount. . . . . . . 30
Subserviced Mortgage Loan. . . . . . . . . . . . . . . 31
Subservicer. . . . . . . . . . . . . . . . . . . . . . 31
Subservicer Advance. . . . . . . . . . . . . . . . . . 31
Subservicing Account . . . . . . . . . . . . . . . . . 31
Subservicing Agreement . . . . . . . . . . . . . . . . 31
Subservicing Fee . . . . . . . . . . . . . . . . . . . 31
Tax Returns. . . . . . . . . . . . . . . . . . . . . . 31
Transfer . . . . . . . . . . . . . . . . . . . . . . . 32
Transferee . . . . . . . . . . . . . . . . . . . . . . 32
Transferor . . . . . . . . . . . . . . . . . . . . . . 32
Trust Fund . . . . . . . . . . . . . . . . . . . . . 32
Uncertificated Accrued Interest. . . . . . . . . . . . 32
Uncertificated Notional Amount . . . . . . . . . . . . 33
Uncertificated Pass-Through Rate . . . . . . . . . . . 33
Uncertificated REMIC Regular Interest Pool Strip Rate. 33
Uncertificated REMIC Regular Interests . . . . .. . . 33
Uncertificated REMIC Regular Interests Distribution
Amounts. . . . . . . 33
Uninsured Cause. . . . . . . . . . . . . . . . . . . . 33
United States Person . . . . . . . . . . . . . . . . . 33
Voting Rights. . . . . . . . . . . . . . . . . . . . . 33
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans . . . . . . . . 34
Section 2.02. Acceptance by Trustee. . . . . . . . . . . . 38
Section 2.03. Representations, Warranties and Covenants of
the Master Servicer and
the Company. . . . . . . . . . . . . . . . . 39
Section 2.04. Representations and Warranties of Sellers. . 43
Section 2.05. Execution and Authentication of Certificates 45
Section 2.06. Conveyance of Uncertificated REMIC Regular
Interests; Acceptance by the Trustee. . . 45
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer . . . . . 47
Section 3.02. Subservicing Agreements Between Master Servicer
and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations. . . . . 48
Section 3.03. Successor Subservicers . . . . . . . . . . . 49
Section 3.04. Liability of the Master Servicer . . . . . . 49
Section 3.05. No Contractual Relationship Between Subservicer
and Trustee or Certificateholders . . . . . 50
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee 50
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account. . . . . . . . 50
Section 3.08. Subservicing Accounts; Servicing Accounts. . 53
Section 3.09. Access to Certain Documentation and Information
Regarding the
Mortgage Loans . . . . . . . . . . . . . . . 54
Section 3.10. Permitted Withdrawals from the Custodial
Account . . . . . . . 54
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder . . . . . . . . . . . 56
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage 57
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption
and Modification
Agreements; Certain Assignments. . . . . . . .
. . . . . . . . 58
Section 3.14. Realization Upon Defaulted Mortgage Loans. . 60
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files. . . . . . . . 63
Section 3.16. Servicing and Other Compensation; Compensating
Interest. . . . 64
Section 3.17. Reports to the Trustee and the Company . . . 65
Section 3.18. Annual Statement as to Compliance. . . . . . 65
Section 3.19. Annual Independent Public Accountants'
Servicing Report. . . . 65
Section 3.20. Rights of the Company in Respect of the Master
Servicer. . . . 66
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account. . . . . . . . . . . . . 67
Section 4.02. Distributions. . . . . . . . . . . . . . . . 67
Section 4.03. Statements to Certificateholders . . . . . . 74
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by
the Master Servicer. . . . . . . . . . . . 76
Section 4.05. Allocation of Realized Losses. . . . . . . . 78
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property. 79
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
. . . . . . . . 79
Section 4.08. Distributions on the Uncertificated REMIC
Regular Interests . . 80
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates . . . . . . . . . . . . . . 81
Section 5.02. Registration of Transfer and Exchange of
Certificates. . . . . 82
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. . . . . . . 87
Section 5.04. Persons Deemed Owners. . . . . . . . . . . 87
Section 5.05. Appointment of Paying Agent. . . . . . . . 87
Section 5.06. Optional Purchase of Certificates. . . . . . 88
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer. 90
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer;
Assignment of Rights and Delegation of Duties
by Master Servicer 90
Section 6.03. Limitation on Liability of the Company, the
Master Servicer and
Others . . . . . . . . . . . . . . . . . . 91
Section 6.04. Company and Master Servicer Not to Resign. . .
. . . . . . . . 92
ARTICLE VII
DEFAULT
Section 7.01. Events of Default. . . . . . . . . . . . . . 93
Section 7.02. Trustee or Company to Act; Appointment of
Successor. . . . . . 95
Section 7.03. Notification to Certificateholders . . . . . 95
Section 7.04. Waiver of Events of Default. . . . . . . . . 96
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee. . . . . . . . . . . . . . 97
Section 8.02. Certain Matters Affecting the Trustee. . . . 98
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans. . . . .100
Section 8.04. Trustee May Own Certificates . . . . . . . .100
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification. . . . . . . . . .100
Section 8.06. Eligibility Requirements for Trustee . . . .101
Section 8.07. Resignation and Removal of the Trustee . . .102
Section 8.08. Successor Trustee. . . . . . . . . . . . .103
Section 8.09. Merger or Consolidation of Trustee . . . . .103
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
. . . . . . . .103
Section 8.11. Appointment of Custodians. . . . . . . . . .104
Section 8.12. Appointment of Office or Agency. . . . . . .105
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans. . . . . .106
Section 9.02. Additional Termination Requirements. . . . .108
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration. . . . . . . . . . . .110
Section 10.02. Master Servicer and Trustee Indemnificatio.113
Section 11.01. Amendment. . . . . . . . . . . . . . . . . .114
Section 11.02. Recordation of Agreement; Counterparts . . .116
Section 11.03. Limitation on Rights of Certificateholders .117
Section 11.04. Governing Law. . . . . . . . . . . . . . . .117
Section 11.05. Notices. . . . . . . . . . . . . . . . . . .117
Section 11.06. Notices to Rating Agencies . . . . . . . . .118
Section 11.07. Severability of Provisions . . . . . . . . .119
Section 11.08. Supplemental Provisions for Resecuritization .
. . . . . . . .119
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 Subservicing Agreement
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 Pooling and Servicing Agreement, effective as
of August 1, 1995, among RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC., as the company (together
with its permitted successors and
assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as
master servicer (together with its
permitted successors and assigns, the "Master Servicer"), and
BANKERS TRUST COMPANY, as trustee
(together with its permitted successors and assigns, the
"Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through
certificates (collectively, the
"Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence
the entire beneficial ownership interest in the Mortgage Loans
(as defined herein). As provided
herein, the Master Servicer will make an election to treat the
segregated pool of assets described
in the definition of Trust Fund (as defined herein), and subject
to this Agreement (including the
Mortgage Loans but excluding the Initial Monthly Payment
Deposit), as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes
and such segregated pool of assets
will be designated as the "Trust Fund." The Class A-1, Class
A-2, Class A-3, Class A-4, Class M-
1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates and the Uncertificated
REMIC Regular Interests will represent ownership of "regular
interests" in the REMIC consisting of
the Trust Fund, and the Class R Certificates will constitute the
sole Class of "residual interest"
therein for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The
Class A-5 Certificates will represent the entire beneficial
ownership interest in the
Uncertificated REMIC Regular Interests.
The following table sets forth the designation,
type, Pass-Through Rate, aggregate
Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each
Class of Certificates comprising the interests in the Trust Fund
created hereunder.
Aggregate
Initial
Pass- Certificate
Through Principal
Designation Type Rate Balance
Class A-1 Senior 7.25% $ 35,048,000.00
Class A-2 Senior 7.25 23,594,900.00
Class A-3 Senior 7.25 56,568,460.00
Class A-4 Senior 0.00 434,639.46
Class A-5 Senior Variable 0.00
Rate
Class R Residual/ 7.25 100.00
Senior
Class M-1 Mezzanine 7.25 1,803,000.00
Class M-2 Mezzanine 7.25 901,000.00
Class M-3 Mezzanine 7.25 721,000.00
Class B-1 Subordinate 7.25 360,000.00
Class B-2 Subordinate 7.25 361,000.00
Class B-3 Subordinate 7.25 360,674.00
Initial Ratings
(62)
Designation Features Maturity Date S&P D&P
Class A-1 Senior August 25,2010 AAA AAA
Class A-2 Senior August 25,2010 AAA AAA
Class A-3 Senior August 25,2010 AAA AAA
Class A-4 Principal August 25,2010 AAAr AAA
Only
Class A-5 Stripped August 25,2010 AAAr AAA
Interests
Class R Residual August 25,2010 AAA AAA
Class M-1 Mezzanine August 25,2010 AA AA
Class M-2 Mezzanine August 25,2010 A A
Class M-3 Mezzanine August 25,2010 (63) BBB
N/A
Class B-1 Subordinate August 25,2010 N/A BB
Class B-2 Subordinate August 25,2010 N/A B
Class B-3 Subordinate August 25,2010 N/A N/A
The Mortgage Loans have an
aggregate Cut-off Date Principal Balance equal to
$120,152,774.37. 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-4 Certificates, which are
not entitled to distributions of
interest, and the Class A-5 Certificates), any Class M
Certificate, any Class B Certificate or any
Class R Certificate, one month's interest at the related
Pass-Through Rate on the Certificate
Principal Balance thereof immediately prior to such Distribution
Date (or in the case of the first
Distribution Date, the Cut-off Date). With respect to each
Distribution Date, as to the Class A-5
Certificates, one month's interest at the Pass-Through Rate on
the Notional Amount. Accrued
Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day
months. In each case Accrued Certificate Interest on any Class
of Certificates will be reduced by
the amount of (i) Prepayment Interest Shortfalls (to the extent
not offset by the Master Servicer
by Compensating Interest), (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 Relief Act or similar
legislation or regulations as in effect from time to time, with
all such reductions allocated among
all of the Certificates in proportion to their respective amounts
of Accrued Certificate Interest
which would have resulted absent such reductions. In addition to
that portion of the reductions
described in the preceding sentence that are allocated to any
Class of Class B Certificates or
Class M Certificates, Accrued Certificate Interest on such Class
of Class B Certificates or Class
M Certificates will be reduced by the interest portion (adjusted
to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class of Class
B Certificates or Class M
Certificates pursuant to Section 4.05. The Class A-4
Certificates receive no distributions of
Accrued Certificate Interest.
Addendum and Assignment
Agreement: The Addendum and Assignment Agreement, dated as of
January 31, 1995, between Merrill Lynch Credit Corporation and
the Master Servicer.
Additional Collateral: With
respect to any Mortgage 100SM Loan, the marketable
securities held from time to time as security for the repayment
of such Mortgage 100SM Loan and any
related collateral. With respect to any Parent PowerSM Loan, the
third-party guarantee for such
Parent PowerSM Loan, together with (i) any marketable securities
held from time to time as security
for the performance of such guarantee and any related collateral
or (ii) any mortgaged property
securing the performance of such guarantee, the related home
equity line of credit loan and any
related collateral.
Additional Collateral Loan:
Each Mortgage Loan that is supported by Additional
Collateral.
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 August 30,
1995, between Residential Funding and the Company relating to the
transfer and assignment of the
Mortgage Loans.
Assignment of Proprietary
Lease: With respect to a Cooperative Loan, the assignment
of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount:
As to any Distribution Date, an amount equal to (a) the
sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the
close of business on the immediately preceding Determination Date
and amounts deposited in the
Custodial Account in connection with the substitution of
Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii)
any amount deposited in the Custodial Account pursuant to Section
3.12(a), (iv) any amount
deposited in the Certificate Account pursuant to Section 2.01(f),
(v) any amount deposited in the
Certificate Account pursuant to Section 4.07 and (vi) any amount
that the Master Servicer is not
permitted to withdraw from the Certificate Account pursuant to
Section 3.16(e), reduced by (b) the
sum as of the close of business on the immediately preceding
Determination Date of (x) the Amount
Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from
the Custodial Account in respect of the Mortgage Loans pursuant
to clauses (ii)-(x), inclusive, of
Section 3.10(a).
Bankruptcy Amount: As of any
date of determination, an amount equal to the excess, if
any, of (A) $100,000.00 over (B) the aggregate amount of
Bankruptcy Losses allocated solely to one
or more specific Classes of Certificates in accordance with
Section 4.05.
The Bankruptcy Amount may be
further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced)
provided that prior to any such
reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that
such reduction shall not reduce the rating assigned to any Class
of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy
of such written confirmation to
the Trustee.
Bankruptcy Code: The United
States 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.
Cash Liquidation: As to any
defaulted Mortgage Loan other than a Mortgage Loan as to
which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or
cash recoveries which the Master
Servicer reasonably and in good faith expects to be finally
recoverable with respect to such
Mortgage Loan.
Certificate: Any Class A
Certificate, Class M Certificate, Class B Certificate or
Class R Certificate.
Certificate Account: The
account or accounts created and maintained pursuant to
Section 4.01, which shall be entitled "Bankers Trust Company, as
trustee, in trust for the
registered holders of Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through
Certificates, Series 1995-S12" and which must be an Eligible
Account.
Certificate Account Deposit
Date: As to any Distribution Date, the Business Day prior
thereto.
Certificateholder or Holder:
The Person in whose name a Certificate is registered in
the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States
Person shall be a Holder of a Class R Certificate for any purpose
hereof and, solely for the
purpose of giving any consent or direction pursuant to this
Agreement, any Certificate, other than
a Class R Certificate, registered in the name of the Company, the
Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken
into account in determining whether
the requisite amount of Percentage Interests or Voting Rights
necessary to effect any such consent
or direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the
Depository and participating members thereof, except as otherwise
specified herein; provided,
however, that the Trustee shall be required to recognize as a
"Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the
Certificate Register.
Certificate Owner: With
respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate, as reflected on the books
of an indirect participating
brokerage firm for which a Depository Participant acts as agent,
if any, and otherwise on the books
of a Depository Participant, if any, and otherwise on the books
of the Depository.
Certificate Principal Balance:
With respect to each Class A Certificate (other than
a Class A-5 Certificate) and Class R Certificate, on any date of
determination, an amount equal to
(i) the Initial Certificate Principal Balance of such Certificate
as specified on the face thereof
minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such
Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate
Principal Balance deemed to have occurred in connection with
Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With
respect to each Class M Certificate, on any date of
determination, an amount equal to (i) the
Initial Certificate Principal Balance of such Class M Certificate
as specified on the face thereof,
minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such
Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate
Principal Balance deemed to have occurred in connection with
Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided,
that if the Certificate Principal Balances of the Class B
Certificates have been reduced to zero,
the Certificate Principal Balance of each Class M Certificate of
those Class M Certificates
outstanding with the highest numerical designation at any given
time shall thereafter be calculated
to equal the Percentage Interest evidenced by such Certificate
times the excess, if any, of (A) the
then aggregate Stated Principal Balance of the Mortgage Loans
over (B) the then aggregate
Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect
to each Class B Certificate, on any date of determination, an
amount equal to (i) the Initial
Certificate Principal Balance of such Class B Certificate as
specified on the face thereof, minus
(ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such
Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(a) and (y) the aggregate
of all reductions in Certificate
Principal Balance deemed to have occurred in connection with
Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided,
that the Certificate Principal Balance of each Class B
Certificate of those Class B Certificates
outstanding with the highest numerical designation at any given
time shall be calculated to equal
the Percentage Interest evidenced by such Certificate times the
excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate
Principal Balance of all other Classes of Certificates then
outstanding. The Class A-5
Certificates have no Certificate Principal Balance.
Certificate Register and
Certificate Registrar: The register maintained and the
registrar appointed pursuant to Section 5.02.
Class: Collectively, all of
the Certificates bearing the same designation.
Class A Certificate: Any one
of the Class A-1, Class A-2, Class A-3, Class A-4, or
Class A-5 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, each such
Certificate (other than the Class
A-5 Certificates) evidencing an interest designated as a "regular
interest" in the Trust Fund for
purposes of the REMIC Provisions. The Class A-5 Certificates
will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular Interests.
Class A-4 Principal
Distribution Amount: As defined in Section 4.02(b)(i).
Class A-4 Collection Shortfall:
With respect to the Final Disposition of a Discount
Mortgage Loan and any Distribution Date, the excess, if any, 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 B Certificate: Any one
of the Class B-1, Class B-2, or Class B-3 Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form
annexed hereto as Exhibit C and evidencing an interest designated
as a "regular interest" in the
Trust Fund for purposes of the REMIC Provisions.
Class B Percentage: The Class
B-1 Percentage, Class B-2 Percentage and the Class B-3
Percentage.
Class B-1 Percentage: With
respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
B-1 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) (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 0.90%.
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 0.60%.
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 aggregate
Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is
greater than or equal to 0.30%.
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 2.25%.
Class M-3 Percentage: With
respect to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class
M-3 Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior
to such Distribution Date.
Class M-3 Prepayment
Distribution Trigger: With respect to any Distribution Date, a
test that shall be satisfied if the fraction (expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of the Class M-3 Certificates,
Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties)
immediately prior to such Distribution Date is greater than or
equal to 1.50%.
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: August 30, 1995.
Code: The Internal Revenue
Code of 1986.
Compensating Interest: With
respect to any Distribution Date, an amount equal to
Prepayment Interest Shortfalls resulting from Principal
Prepayments in Full during the related
Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the aggregate
Stated Principal Balance of all of the Mortgage Loans immediately
preceding such Distribution Date
and (b) the sum of the aggregate 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 Four Albany Street, New York,
New York 10006, Attention: Residential Funding Corporation
Series 1995-S12.
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: August 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
in which the related Distribution Date occurs.
Discount Fraction: With
respect to each Discount Mortgage Loan, the fraction expressed
as a percentage, the numerator of which is 7.25% 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 7.25%. 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 an initial
Net Mortgage Rate) of less than 7.25% 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.
Duff & Phelps: Duff & Phelps
Credit Rating Co. or its successor in interest.
Eligible Account: An account
that is any of the following: (i) maintained with a
depository institution the debt obligations of which have been
rated by each Rating Agency in its
highest rating available, or (ii) an account or accounts in a
depository institution in which such
accounts are fully insured to the limits established by the FDIC,
provided that any deposits not
so insured shall, to the extent acceptable to each Rating Agency,
as evidenced in writing, be
maintained such that (as evidenced by an Opinion of Counsel
delivered to the Trustee and each
Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in
such account or a perfected first security interest against any
collateral (which shall be limited
to Permitted Investments) securing such funds that is superior to
claims of any other depositors
or creditors of the depository institution with which such
account is maintained, or (iii) in the
case of the Custodial Account, either (A) a trust account or
accounts maintained in the corporate
trust department of The First National Bank of Chicago or (B) an
account or accounts maintained in
the corporate asset services department of The First National
Bank of Chicago, as long as its short
term debt obligations are rated P-1 (or the equivalent) or better
by each Rating Agency and its
long term debt obligations are rated A2 (or the equivalent) or
better, by each Rating Agency, or
(iv) in the case of the Certificate Account, a trust account or
accounts maintained in the
corporate trust division of Bankers Trust Company, or (v) an
account or accounts of a depository
institution acceptable to each Rating Agency (as evidenced in
writing by each Rating Agency that
use of any such account as the Custodial Account or the
Certificate Account will not reduce the
rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-
current rating or the rating assigned to such Certificates as of
the Closing Date by such Rating
Agency).
Eligible Funds: On any
Distribution Date means the portion, if any, of the Available
Distribution Amount remaining after reduction by the sum of the
Senior Interest Distribution
Amount, the Senior Principal Distribution Amount (determined
without regard to Section
4.02(a)(ii)(Y)(D), the Class A-4 Principal Distribution Amount
(determined without regard to
Section 4.02(b)(i)(E)) and the aggregate amount of Accrued
Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Event of Default: As defined
in Section 7.01.
Excess Bankruptcy Loss: Any
Bankruptcy Loss, or portion thereof, which exceeds the
then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud
Loss, or portion thereof, which exceeds the then
applicable Fraud Loss Amount.
Excess Special Hazard Loss:
Any Special Hazard Loss, or portion thereof, that exceeds
the then applicable Special Hazard Amount.
Excess Subordinate Principal
Amount: With respect to any Distribution Date on which
the Certificate Principal Balance of the most subordinate Class
or Classes of Certificates (as
established in Section 4.05 hereof) then outstanding is to be
reduced to zero and on which Realized
Losses are to be allocated to such Class or Classes, the excess,
if any, of (i) the aggregate
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
Class or Classes of Certificates
on such Distribution Date, as reduced by any amount calculated
pursuant to Section 4.02(b)(i)(E).
Extraordinary Events: Any of
the following conditions with respect to a Mortgaged
Property or Mortgage Loan causing or resulting in a loss which
causes the liquidation of such
Mortgage Loan:
(a) losses that are of a
type that would be covered by the fidelity bond and the
errors and omissions insurance policy
required to be maintained pursuant to Section 3.12(b)
but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or
nuclear radiation or radioactive contamination, all whether
controlled or uncontrolled, and
whether such loss be direct or indirect, proximate or remote
or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard
Loss";
(c) hostile or warlike
action in time of peace or war, including action in hindering,
combatting or defending against an
actual, impending or expected attack:
1. by any government or
sovereign power, de jure or de facto, or by any
authority maintaining or using
military, naval or air forces; or
2. by military, naval or
air forces; or
3. by an agent of any such
government, power, authority or forces;
(d) any weapon of war
employing atomic fission or radioactive force whether in time
of peace or war; or
(e) insurrection,
rebellion, revolution, civil war, usurped power or action taken
by
governmental authority in hindering,
combatting or defending against such an occurrence,
seizure or destruction under
quarantine or customs regulations, confiscation by order of
any government or public authority; or
risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss
incurred on a Mortgage Loan caused by or resulting from
an Extraordinary Event.
FDIC: Federal Deposit
Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan
Mortgage Corporation, a corporate instrumentality of the
United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Final Distribution Date: The
Distribution Date on which the final distribution in
respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date
shall in no event be later than the end of the 90-day liquidation
period described in Section 9.02.
FNMA: Federal National
Mortgage Association, a federally chartered and privately owned
corporation organized and existing under the Federal National
Mortgage Association Charter Act, or
any successor thereto.
Foreclosure Profits: As to any
Distribution Date or related Determination Date and any
Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds
(net of all amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of each
Mortgage Loan or REO Property for which a Cash Liquidation or REO
Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO
Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on such unpaid
principal balance from the Due Date
to which interest was last paid by the Mortgagor to the first day
of the month following the month
in which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any
date of determination after the Cut-off Date, an amount
equal to: (X) prior to the first anniversary of the Cut-off Date
an amount equal to 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, (Y) from the first to the second anniversary of
the Cut-off Date, an amount equal
to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off
Date and (b) 1.00% of the aggregate outstanding principal balance
of all of the Mortgage Loans as
of the most recent anniversary of the Cut-off Date minus (2) the
Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with
Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination
and (Z) from the second 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
Deposit: As defined in Section 2.01(f).
Insurance Proceeds: Proceeds
paid in respect of the Mortgage Loans pursuant to any
Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the
extent such proceeds are payable to the mortgagee under the
Mortgage, any Subservicer, the Master
Servicer or the Trustee and are not applied to the restoration of
the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures
that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer
under any Primary Insurance Policy or any successor thereto
or the named insurer in any replacement policy.
Late Collections: With respect
to any Mortgage Loan, all amounts received during any
Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or
collections of Monthly Payments due but
delinquent for a previous Due Period and not previously
recovered.
Liquidation Proceeds: Amounts
(other than Insurance Proceeds) received by the Master
Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of
eminent domain or condemnation or in connection with the
liquidation of a defaulted Mortgage Loan
through trustee's sale, foreclosure sale or otherwise, other than
REO Proceeds.
Loan-to-Value Ratio: As of any
date, the fraction, expressed as a percentage, the
numerator of which is the current principal balance of the
related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the related Mortgaged
Property.
Maturity Date: With respect to
(i) a Class of Certificates representing a regular
interest in the Trust Fund or (ii) an Uncertificated REMIC
Regular Interest, 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 or Uncertificated
Notional Amount, respectively, thereof
would be reduced to zero.
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).
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 100SM Loan: A
Mortgage Loan that has a Loan-to-Value Ratio at origination in
excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Mortgage
Insurance Policy.
Mortgage File: The mortgage
documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to
be added to the Mortgage File
pursuant to this Agreement.
Mortgage Loan Schedule: The
list of the Mortgage Loans attached hereto as Exhibit F
(as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans),
which list shall set forth at a minimum the following information
as to each Mortgage Loan:
(i) the Mortgage Loan
identifying number ("RFC LOAN #");
(ii) the street address of the
Mortgaged Property including state and
zip code ("ADDRESS");
(iii) the maturity of the Mortgage
Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG
RATE");
(v) the Subservicer pass-through
rate ("CURR NET");
(vi) the Net Mortgage Rate ("RFC
NET RATE");
(vii) the Pool Strip Rate
("STRIP");
(viii) the initial scheduled
monthly payment of
principal, if any, and interest
("ORIGINAL P & I");
(ix) the Cut-off Date Principal
Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at
origination ("LTV");
(xi) the rate at which the
Subservicing Fee accrues ("SUBSERV FEE");
(xii) a code "T," "BT" or "CT"
under the column "LN FEATURE," indicating that the
Mortgage Loan is secured by
a second or vacation residence;
(xiii) a code "N" under the column
"OCCP CODE," indicating that the Mortgage Loan is
secured by a non-owner
occupied residence; and
(xiv) the rate at which the
Servicing Fee accrues ("MSTR SERV FEE").
Such schedule may consist of multiple reports that collectively
set forth all of the information
requested.
Mortgage Loans: Such of the
mortgage loans transferred and assigned to the Trustee
pursuant to Section 2.01 as from time to time are held or deemed
to be held as a part of the Trust
Fund, the Mortgage Loans originally so held being identified in
the initial Mortgage Loan Schedule,
and Qualified Substitute Mortgage Loans held or deemed held as
part of the Trust Fund including,
without limitation, (i) with respect to each Cooperative Loan,
the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and
Mortgage File and all rights appertaining thereto, and (ii) with
respect to each Mortgage Loan
other than a Cooperative Loan, each related Mortgage Note,
Mortgage and Mortgage File and all
rights appertaining thereto, or any REO Property related thereto,
if the context so requires.
Mortgage Note: The originally
executed note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification
thereto.
Mortgage Rate: As to any
Mortgage Loan, the interest rate borne by the related
Mortgage Note, or any modification thereto.
Mortgaged Property: The
underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a
Mortgage Note.
Net Mortgage Rate: As to each
Mortgage Loan, a per annum rate of interest equal to the
Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A
Mortgage Loan that is not a Discount Mortgage Loan.
Non-Primary Residence Loans:
The Mortgage Loans designated as secured by second or
vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any
Person other than a United States Person.
Nonrecoverable Advance: Any
Advance previously made or proposed to be made by the
Master Servicer in respect of a Mortgage Loan (other than a
Deleted Mortgage Loan) which, in the
good faith judgment of the Master Servicer, will not, or, in the
case of a proposed Advance, would
not, be ultimately recoverable by the Master Servicer from
related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer
pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan:
Any Mortgage Loan that, at the time of reference
thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of any
Distribution Date, with respect to the Class A-5
Certificates, an amount equal to the aggregate Certificate
Principal Balance of all Classes of
Certificates immediately prior to such date.
Officers' Certificate: A
certificate signed by the Chairman of the Board, the
President or a Vice President or Assistant Vice President, and by
the Treasurer, the Director, the
Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as
required by this Agreement.
Opinion of Counsel: A written
opinion of counsel acceptable to the Trustee and the
Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any
opinion of counsel (i) referred to in the definition of
"Disqualified Organization" or (ii)
relating to the qualification of the Trust Fund as a REMIC or
compliance with the REMIC Provisions
must, unless otherwise specified, be an opinion of Independent
counsel.
Original Senior Percentage:
96.24%, which is the fraction, expressed as a percentage,
the numerator of which is the aggregate Initial Certificate
Principal Balance of the Class A
Certificates (other than the Class A-4 Certificates) and Class R
Certificates and the denominator
of which is the aggregate Stated Principal Balance of the
Mortgage Loans (other than the Discount
Fraction of the Discount Mortgage Loans).
Outstanding Mortgage Loan: As
to any Due Date, a Mortgage Loan (including an REO
Property) which was not the subject of a Principal Prepayment in
Full, Cash Liquidation or REO
Disposition and which was not purchased, deleted or substituted
for prior to such Due Date pursuant
to Section 2.02, 2.03, 2.04 or 4.07.
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.
Parent PowerSM Loan: A
Mortgage Loan that has a Loan-to-Value Ratio at origination in
excess of 80.00%, that is supported by Additional Collateral and
does not have a Primary Mortgage
Insurance Policy.
Pass-Through Rate: With
respect to the Class A Certificates (other than the Class A-5
Certificates), Class M Certificates, Class B Certificates and
Class R Certificates and any
Distribution Date, the per annum rate set forth in the
Preliminary Statement hereto. With respect
to the Class A-5 Certificates and any Distribution Date, a rate
equal to the weighted average,
expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans in the Trust Fund as of
the Due Date in the month immediately preceding the month in
which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances
of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances
of such Mortgage Loans, at the
close of business on the immediately preceding Distribution Date
after giving effect to the
distributions thereon allocable to principal (or, in the case of
the initial Distribution Date, at
the close of business on the Cut-off Date). With respect to the
Class A-5 Certificates and the
initial Distribution Date, the Pass-Through Rate is equal to
0.6085% per annum.
Paying Agent: Bankers Trust
Company or any successor Paying Agent appointed by the
Trustee.
Percentage Interest: With
respect to any Certificate (other than a Class A-5 or Class
R Certificate), the undivided percentage ownership interest in
the related Class evidenced by such
Certificate, which percentage ownership interest shall be equal
to the Initial Certificate
Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of
the Certificates of the same Class. With respect to a Class A-5
or Class R Certificate, the
interest in distributions to be made with respect to such Class
evidenced thereby, expressed as a
percentage, as stated on the face of each such Certificate.
Permitted Investments: One or
more of the following:
(i) obligations of or guaranteed
as to principal and interest by the United States
or any agency or instrumentality
thereof when such obligations are backed by the full faith
and credit of the United States;
(ii) repurchase agreements on
obligations specified in clause (i) maturing not more
than one month from the date of
acquisition thereof, provided that the unsecured obligations
of the party agreeing to repurchase
such obligations are at the time rated by each Rating
Agency in its highest short-term
rating available;
(iii) federal funds, certificates
of deposit, demand deposits, time deposits and
bankers' acceptances (which shall each
have an original maturity of not more than 90 days
and, in the case of bankers'
acceptances, shall in no event have an original maturity of
more than 365 days or a remaining
maturity of more than 30 days) denominated in United
States dollars of any U.S. depository
institution or trust company incorporated under the
laws of the United States or any state
thereof or of any domestic branch of a foreign
depository institution or trust
company; provided that the debt obligations of such
depository institution or trust
company (or, if the only Rating Agency is Standard & Poor's,
in the case of the principal
depository institution in a depository institution holding
company, debt obligations of the
depository institution holding company) at the date of
acquisition thereof have been rated by
each Rating Agency in its highest short-term rating
available; and provided further that,
if the only Rating Agency is Standard & Poor's and
if the depository or trust company is
a principal subsidiary of a bank holding company and
the debt obligations of such
subsidiary are not separately rated, the applicable rating
shall be that of the bank holding
company; and, provided further that, if the original
maturity of such short-term
obligations of a domestic branch of a foreign depository
institution or trust company shall
exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard
& Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper (having
original maturities of not more than 365 days) of any
corporation incorporated under the
laws of the United States or any state thereof which on
the date of acquisition has been rated
by each Rating Agency in its highest short-term
rating available; provided that such
commercial paper shall have a remaining maturity of
not more than 30 days;
(v) a money market fund or a
qualified investment fund rated by each Rating Agency
in its highest long-term rating
available; and
(vi) other obligations or
securities that are acceptable to each Rating Agency as a
Permitted Investment hereunder and
will not reduce the rating assigned to any Class of
Certificates by such Rating Agency
below the lower of the then-current rating or the rating
assigned to such Certificates as of
the Closing Date by such Rating Agency, as evidenced
in writing;
provided, however, that no instrument shall be a Permitted
Investment if it represents, either (1)
the right to receive only interest payments with respect to the
underlying debt instrument or (2)
the right to receive both principal and interest payments derived
from obligations underlying such
instrument and the principal and interest payments with respect
to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of
such underlying obligations.
References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the
case of Standard & Poor's and Duff & Phelps, and references
herein to the highest rating available
on unsecured commercial paper and short-term debt obligations
shall mean the following: A-1 in the
case of Standard & Poor's and D-1 in the case of Duff & Phelps.
Permitted Transferee: Any
Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual,
corporation, partnership, joint venture, association, joint-
stock company, trust, unincorporated organization or government
or any agency or political
subdivision thereof.
Pool Stated Principal Balance:
As to any date of determination, the aggregate of the
Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due
Date in the month preceding the month of such date of
determination.
Pool Strip Rate: With respect
to each Mortgage Loan, the rate per annum designated on
the Mortgage Loan Schedule as the "STRIP" for such Mortgage Loan.
For purposes of the definition
of Qualified Substitute Mortgage Loan, Pool Strip Rate is the
excess of the Net Mortgage Rate over
7.25% per annum (but not less than 0.00% per annum).
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 September 2002 and
(y) the Distribution Date on which the sum of the
Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Percentages
(before taking into
account such month's distribution) equals or exceeds
4.55%:
(a) in the case
of the Class M-1 Certificates, 100%; and
(b) in the case
of each other Class of Class M Certificates and
each Class of
Class B Certificates, 0%.
(ii) For any
Distribution Date not described in clause (i) above:
(a) in the case
of the Class of Class M Certificates then
outstanding
with the lowest numerical designation, or in the
event the
Class M Certificates are no longer outstanding, the
Class of
Class B Certificates then outstanding with the lowest
numerical
designation and each other Class of Class M
Certificates
and Class B Certificates for which the related
Prepayment
Distribution Trigger has been satisfied, a
fraction,
expressed as a percentage, the numerator of which is
the
Certificate Principal Balance of such Class immediately
prior to such
date and the denominator of which is the sum of
the
Certificate Principal Balances immediately prior to such
date of (1)
the Class of Class M Certificates then outstanding
with the
lowest numerical designation, or in the event the
Class M
Certificates are no longer outstanding, the Class of
Class B
Certificates then outstanding with the lowest
numerical
designation and (2) all other Classes of Class M
Certificates
and Class B Certificates for which the respective
Prepayment
Distribution Triggers have been satisfied; and
(b) in the case
of each other Class of Class M Certificates and
Class B
Certificates for which the Prepayment Distribution
Triggers have
not been satisfied, 0%.
(iii) Notwithstanding
the foregoing, if the application of the foregoing
percentages on any
Distribution Date as provided in Section 4.02
(determined
without regard to the proviso to the definition of
"Subordinate
Principal Distribution Amount") would result in a
distribution in
respect of principal of any Class or Classes of Class M
Certificates and
Class B Certificates in an amount greater than the
remaining
Certificate Principal Balance thereof (any such class, a
"Maturing Class"),
then: (a) the Prepayment Distribution Percentage of
each Maturing
Class shall be reduced to a level that, when applied as
described above,
would exactly reduce the Certificate Principal Balance of
such Class to
zero; (b) the Prepayment Distribution Percentage of each
other Class of
Class M Certificates and Class B Certificates (any such
Class, a
"Non-Maturing Class") shall be recalculated in accordance with
the provisions in
paragraph (ii) above, as if the Certificate Principal
Balance of each
Maturing Class had been reduced to zero (such percentage
as recalculated,
the "Recalculated Percentage"); (c) the total amount of
the reductions in
the Prepayment Distribution Percentages of the Maturing
Class or Classes
pursuant to clause (a) of this sentence, expressed as an
aggregate
percentage, shall be allocated among the Non-Maturing Classes in
proportion to
their respective Recalculated Percentages (the portion of
such aggregate
reduction so allocated to any Non-Maturing Class, the
"Adjustment
Percentage"); and (d) for purposes of such Distribution Date,
the Prepayment
Distribution Percentage of each Non-Maturing Class shall be
equal to the sum
of (1) the Prepayment Distribution Percentage thereof,
calculated in
accordance with the provisions in paragraph (ii) above as if
the Certificate
Principal Balance of each Maturing Class had not been
reduced to zero,
plus (2) the related Adjustment Percentage.
Prepayment Distribution
Trigger: The Class M-2 Prepayment Distribution Trigger, Class
M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2
Prepayment Distribution Trigger or Class B-3 Prepayment
Distribution Trigger.
Prepayment Interest Shortfall:
As to any Distribution Date and any Mortgage Loan
(other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal
Prepayment in Full during the related Prepayment Period, an
amount equal to the excess of one
month's interest at the Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan
over the amount of interest (adjusted to the Net Mortgage Rate)
paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in
Full or (b) a Curtailment during the
prior calendar month, an amount equal to one month's interest at
the Net Mortgage Rate on the
amount of such Curtailment.
Prepayment Period: As to any
Distribution Date, the calendar month preceding the month
of distribution.
Primary Insurance Policy: With
respect to each Mortgage Loan with a Loan-to-Value
Ratio in excess of 80% other than an Additional Collateral Loan,
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 related 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) be
covered under a Primary Mortgage
Insurance Policy or be supported by Additional Collateral if such
Qualified Substitute Mortgage
Loan has a Loan-to-Value Ratio in excess of 80%; (v) have a
remaining term to stated maturity not
greater than (and not more than one year less than) that of the
Deleted Mortgage Loan; (vi) comply
with each representation and warranty set forth in Sections 2.03
and 2.04 hereof and Section 4 of
the Assignment Agreement; and (vii) have a Pool Strip Rate equal
to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other provisions
herein, (x) with respect to any
Qualified Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan which was a Discount
Mortgage Loan, such Qualified Substitute Mortgage Loan shall be
deemed to be a Discount Mortgage
Loan and to have a Discount Fraction equal to the Discount
Fraction of the Deleted Mortgage Loan
and (y) in the event that the "Pool Strip Rate" of any Qualified
Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is
greater than the Pool Strip Rate of
the related Deleted Mortgage Loan (i) the Pool Strip Rate of such
Qualified Substitute Mortgage
Loan shall be equal to the Pool Strip Rate of the related Deleted
Mortgage Loan for purposes of
calculating the Pass-Through Rate on the Class A-5 Certificates
and (ii) the excess of the Pool
Strip Rate on such Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of
"Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable
to the Class R Certificates pursuant to Section 4.02 hereof.
Rating Agency: Duff & Phelps
and Standard & Poor's, with respect to the Senior, Class
M-1 and Class M-2 Certificates, and Duff & Phelps with respect to
the Class M-3, Class B-1 and
Class B-2 Certificates. If either agency or a successor is no
longer in existence, "Rating Agency"
shall be such statistical credit rating agency, or other
comparable Person, designated by the
Company, notice of which designation shall be given to the
Trustee and the Master Servicer.
Realized Loss: With respect to
each Mortgage Loan (or REO Property) as to which a Cash
Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated
Principal Balance of the Mortgage Loan (or REO Property) as of
the date of Cash Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if
any) at the Net Mortgage Rate from
the Due Date as to which interest was last paid or advanced to
Certificateholders up to the last
day of the month in which the Cash Liquidation (or REO
Disposition) occurred on the Stated
Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that
such interest was not paid or advanced, minus (iii) the proceeds,
if any, received during the month
in which such Cash Liquidation (or REO Disposition) occurred, to
the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the
Mortgage Loan, net of the portion
thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or
expenses as to which the Master Servicer or Subservicer is
entitled to reimbursement thereunder but
which have not been previously reimbursed. With respect to each
Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage
Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become
the object of a Debt Service Reduction, the amount of such Debt
Service Reduction.
Record Date: With respect to
each Distribution Date, the close of business on the last
Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of
the Certificates other than a Class R Certificate.
Relief Act: The Soldiers' and
Sailors' Relief Act of 1940, as amended.
REMIC: A "real estate mortgage
investment conduit" within the meaning of Section 860D
of the Code. As used herein, the term "the REMIC" shall mean the
REMIC created under this
Agreement.
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
September 1995 through August 2000........100%
September 2000 through August 2001. Senior Percentage, plus 70%
of the difference between
100% and the Senior
Percentage
September 2001 through August 2002.. Senior Percentage, plus 60%
of the difference between
100% and the Senior
Percentage
September 2002 through August 2003..Senior Percentage, plus 40%
of the difference between
100% and the Senior
Percentage
September 2003 through August 2004..Senior Percentage, plus 20%
of the difference between
100% and the Senior
Percentage
September 2004 and thereafter.......Senior Percentage;
provided, however, (i) that any scheduled reduction to the Senior
Accelerated Distribution
Percentage described above shall not occur as of any Distribution
Date unless either (a)(1) the
outstanding principal balance of Mortgage Loans delinquent 60
days or more averaged over the last
six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 2% and (2)
Realized Losses on the Mortgage Loans
to date for such Distribution Date if occurring during the sixth,
seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less
than 30%, 35%, 40%, 45% and 50%,
respectively, of the sum of the Initial Certificate Principal
Balances of the Class M Certificates
and Class B Certificates or (b)(1) the outstanding principal
balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as
a percentage of the aggregate
outstanding principal balance of all Mortgage Loans averaged over
the last six months, does not
exceed 4% and (2) Realized Losses on the Mortgage Loans to date
prior to such Distribution Date are
less than 10% of the sum of the Initial Certificate Principal
Balances of the Class M Certificates
and Class B Certificates and (ii) that for any Distribution Date
on which the Senior Percentage is
greater than the Original Senior Percentage, the Senior
Accelerated Distribution Percentage for
such Distribution Date shall be 100%. Notwithstanding the
foregoing, upon the reduction of the
aggregate Certificate Principal Balance of the Class A
Certificates (other than the Class A-4
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 Class A-4
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 in the
performance by the Master Servicer 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 as "MSTR SERV FEE" in Exhibit F, 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 $716,776.00
minus the sum of (i) the aggregate amount of Special Hazard
Losses allocated solely to one or more
specific Classes of Certificates in accordance with Section 4.05
and (ii) the Adjustment Amount (as
defined below) as most recently calculated. For each anniversary
of the Cut-off Date, the
Adjustment Amount shall be 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 (i) the
greatest of (A) 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, (B) the product
of 1.00% multiplied by the outstanding principal balance of all
Mortgage Loans on the Distribution
Date immediately preceding such anniversary and (C) 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 (ii) the sum of (A) the sum of (a) the
aggregate Stated Principal
Balance of the Mortgage Loans (determined, in each case under
this provision, as of the
Distribution Date immediately prior to such anniversary) with
current Loan-to-Value Ratios greater
than 90.00% times 1.05%, (b) the aggregate Stated Principal
Balance of the Mortgage Loans with
current Loan-to-Value Ratios between 80.01% and 90.00% times
0.90%, (c) the aggregate Stated
Principal Balance of the Mortgage Loans with current
Loan-to-Value Ratios between 70.01% and 80.00%
times 0.70% and (d) the aggregate Stated Principal Balance of the
Mortgage Loans with current Loan-
to-Value Ratios less than or equal to 70.00% times 0.40% and (B)
if the concentration of Mortgage
Loans in any area where the first three digits of the zip code
are the same exceeds 5.0%, to the
extent such percentage, rounded to the nearest integral
percentage, exceeds 5.0%, an amount equal
to 0.10% times the aggregate Stated Principal Balance of the
Mortgage Loans for each such percent.
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 lesser of the cost of
repair or the cost of replacement of a Mortgaged Property
suffered by such Mortgaged Property on
account of direct physical loss, exclusive of (i) any loss of a
type covered by a hazard policy or
a flood insurance policy required to be maintained in respect of
such Mortgaged Property pursuant
to Section 3.12(a), except to the extent of the portion of such
loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard &
Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.
Stated Principal Balance: With
respect to any Mortgage Loan or related REO Property,
at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum
of (a) the principal portion of the Monthly Payments due with
respect to such Mortgage Loan or REO
Property during each Due Period ending prior to the most recent
Distribution Date which were
received or with respect to which an Advance was made, and (b)
all Principal Prepayments with
respect to such Mortgage Loan or REO Property, and all Insurance
Proceeds, Liquidation Proceeds and
REO Proceeds, to the extent applied by the Master Servicer as
recoveries of principal in accordance
with Section 3.14 with respect to such Mortgage Loan or REO
Property, in each case which were
distributed pursuant to Section 4.02 on any previous Distribution
Date, and (c) any Realized Loss
allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subordinate Principal
Distribution Amount: With respect to any Distribution Date and
each Class of Class M Certificates and Class B Certificates, (a)
the sum of (i) the product of (x)
the related Class M Percentage or Class B Percentage for such
Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1),
(2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of
each Class of Class M Certificates and Class B Certificates then
outstanding, of the principal
collections described in Section 4.02(a)(ii)(Y)(B) 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 Prepayments 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) above 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.
With respect to Mortgage Loans subserviced by Merrill Lynch
Credit Corporation, the Subservicing
Agreement shall also include the Addendum and Assignment
Agreement.
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 rate per annum
designated on the Mortgage Loan Schedule as the "SUBSERV FEE" 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, including, the
Additional Collateral for
each Additional Collateral Loan, but not including the
Initial Monthly Payment
Deposit;
(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
(v) all proceeds of clauses
(i)-(iv) above.
Uncertificated Accrued
Interest: With respect to each Distribution Date, as to each
Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued
Certificate Interest that would result under the terms of the
definition thereof on each such
uncertificated interest, if the Pass-Through Rate on such
uncertificated interest was equal to the
related Uncertificated Pass-Through Rate and the notional amount
of such uncertificated interest
was equal to the related Uncertificated Notional Amount;
provided, that any reduction in the amount
of Accrued Certificate Interest resulting from the allocation of
Prepayment Interest Shortfalls,
Realized Losses or other amounts to the Class A-5
Certificateholders pursuant to Sections 4.02(a)
and 4.05 hereof shall be allocated to the Uncertificated REMIC
Regular Interests pro rata in
accordance with the amount of interest accrued with respect to
each related Uncertificated Notional
Amount and such Distribution Date.
Uncertificated Notional Amount:
With respect to each Uncertificated REMIC Regular
Interest, the aggregate Stated Principal Balance of the related
Mortgage Loan.
Uncertificated Pass-Through
Rate: With respect to each Uncertificated REMIC Regular
Interest, the related Uncertificated REMIC Regular Interest Pool
Strip Rate.
Uncertificated REMIC Regular
Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for
the related Mortgage Loan.
Uncertificated REMIC Regular
Interests: The 433 uncertificated partial undivided
beneficial ownership interests in the Trust Fund, each relating
to a particular Mortgage Loan, each
having no principal balance, and each bearing interest at the
respective Uncertificated Pass-
Through Rate on the Uncertificated Notional Amount.
Uncertificated REMIC Regular
Interests Distribution Amounts: With respect to any
Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC
Regular Interests for such Distribution Date pursuant to Section
4.08(a).
Uninsured Cause: Any cause of
damage to property subject to a Mortgage such that the
complete restoration of such property is not fully reimbursable
by the hazard insurance policies.
United States Person: A
citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the
laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United
States is includible in gross income for United States federal
income tax purposes regardless of
its connection with the conduct of a trade or business within the
United States. The term "United
States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.
Voting Rights: The portion of
the voting rights of all of the Certificates which is
allocated to any Certificate. 98% of all of the Voting Rights
shall be allocated among Holders of
the Certificates, other than the Class A-5 and Class R
Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective
Certificates; and the Holders of the
Class A-5 and Class R Certificates shall be entitled to 1% and 1%
of all of the Voting Rights,
respectively, allocated among the Certificates of each such Class
in accordance with their
respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of
Mortgage Loans.
(a) The Company,
concurrently with the execution and delivery hereof, does hereby
assign to the Trustee without recourse all the right, title and
interest of the Company in and to
the Mortgage Loans, including all interest and principal received
on or with respect to the
Mortgage Loans after the Cut-off Date (other than payments of
principal and interest due on the
Mortgage Loans on or before the Cut-off Date).
(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) the Trustee and (ii)
each Custodian a report setting forth the status of the documents
which it is holding pursuant to
this Section 2.01(c).
(d) In the event that in
connection with any Mortgage Loan the Company cannot deliver
the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or
copy thereof certified by the public recording office) with
evidence of recording thereon
concurrently with the execution and delivery of this Agreement
solely because of a delay caused by
the public recording office where such Mortgage, assignment,
modification, assumption agreement or
preferred loan agreement as the case may be, has been delivered
for recordation, the Company shall
deliver or cause to be delivered to the Trustee or the respective
Custodian a true and correct
photocopy of such Mortgage, assignment, modification, assumption
agreement or preferred loan
agreement.
The Company shall promptly
cause to be recorded in the appropriate public office for
real property records the Assignment referred to in clause
(I)(iii) of Section 2.01(b), except in
states where, in the opinion of counsel acceptable to the Trustee
and the Master Servicer, such
recording is not required to protect the Trustee's interests in
the Mortgage Loan against the claim
of any subsequent transferee or any successor to or creditor of
the Company or the originator of
such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1
financing statement referred to in clause (II)(vii) and (x),
respectively, of Section 2.01(b). If
any Assignment, Form UCC-3 or Form UCC-1, as applicable, is lost
or returned unrecorded to the
Company because of any defect therein, the Company shall prepare
a substitute Assignment, Form UCC-
3 or Form UCC-1, as applicable, or cure such defect, as the case
may be, and cause such Assignment,
Form UCC-3 or Form UCC-1, as applicable, to be recorded in
accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the
Trustee or the respective Custodian
such Mortgage, Assignment, Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by
the public recording office) with evidence of recording indicated
thereon upon receipt thereof from
the public recording office or from the related Subservicer. In
connection with its servicing of
Cooperative Loans, the Master Servicer will use its best efforts
to file timely continuation
statements with regard to each financing statement and assignment
relating to Cooperative Loans as
to which the related Cooperative Apartment is located outside of
the State of New York.
Any of the items set forth in
Section 2.01(b)(I)(iv) and (v) and (II)(vi) and (vii) and
that may be delivered as a copy rather than the original may be
delivered in microfiche form.
(e) It is intended that the
conveyances by the Company to the Trustee of the Mortgage
Loans as provided for in this Section 2.01 be construed as a sale
by the Company to the Trustee of
the Mortgage Loans for the benefit of the Certificateholders.
Further, it is not intended that any
such conveyance be deemed to be a pledge of the Mortgage Loans 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 conveyances provided for
in this Section 2.01 shall be
deemed to be (1) a grant by the Company to the Trustee of a
security interest in all of the
Company's right (including the power to convey title thereto),
title and interest, whether now
owned or hereafter acquired, in and to (A) the Mortgage Loans,
including (i) with respect to each
Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease, any insurance
policies and all other documents
in the related Mortgage File and (ii) with respect to each
Mortgage Loan other than a Cooperative
Loan, the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in
the related Mortgage Files, (B) all amounts payable pursuant to
the Mortgage Loans in accordance
with the terms thereof 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, (3) any transfer of any
interest of Residential Funding or
the Company in any Mortgage Loan or (4) any transfer of any
interest of Residential Funding or the
Company in any Uncertificated REMIC Regular Interest.
(f) The Master Servicer
hereby acknowledges that it will deposit cash in an amount
equal to $34,896.38 (the "Initial Monthly Payment Deposit"),
representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due
Date in September 1995, for those
Mortgage Loans for which the Trustee will not be entitled to
receive such payment. The Initial
Monthly Payment Deposit shall be retained in the Certificate
Account pending the inclusion of such
Initial Monthly Payment Deposit in the Available Distribution
Amount for the Distribution Date in
September 1995. Notwithstanding anything herein to the contrary,
the Initial Monthly Payment
Deposit shall not be an asset of the REMIC. To the extent that
the Initial Monthly Payment Deposit
constitutes a reserve fund for federal income tax purposes, (1)
it shall be an outside reserve fund
and not an asset of the REMIC, (2) it shall be owned by the
Seller and (3) amounts transferred by
the REMIC to the Initial Monthly Payment Deposit shall be treated
as transferred to the Seller or
any successor, all within the meaning of Section 1.860G-2(h) of
the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges
receipt (or, with respect to Mortgage Loans subject to a
Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent
of the Trustee) of the documents
referred to in Section 2.01(b)(i) through (iii) above (except
that for purposes of such
acknowledgement only, a Mortgage Note may be endorsed in blank
and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent,
holds and will hold such documents
and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian
as its agent, in trust for the use and benefit of all present and
future Certificateholders. The
Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for
the benefit of Certificateholders, to review each Mortgage File
delivered to it pursuant to Section
2.01(b) within 45 days after the Closing Date to ascertain that
all required documents
(specifically as set forth in Section 2.01(b)), have been
executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented,
that have been conveyed to it. Upon delivery of the Mortgage
Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect
to Mortgage Loans subject to a
Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent
of the Trustee) of the documents
referred to in Section 2.01(c) above. The Trustee or Custodian
(such Custodian being so obligated
under a Custodial Agreement) agrees to review each Mortgage File
delivered to it pursuant to
Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to
be delivered pursuant to such Section have been received, and
that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed
to it.
If the Custodian, as the
Trustee's agent, finds any document or documents constituting
a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall
promptly so notify the Master Servicer and the Company. Pursuant
to Section 2.3 of the Custodial
Agreement, the Custodian will notify the Master Servicer, the
Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File
held by it. The Master Servicer
shall promptly notify the related Subservicer or Seller of such
omission or defect and request that
such Subservicer or Seller correct or cure such omission or
defect within 60 days from the date the
Master Servicer was notified of such omission or defect and, if
such Subservicer or Seller does not
correct or cure such omission or defect within such period, that
such Subservicer or Seller
purchase such Mortgage Loan from the Trust Fund at its Purchase
Price, in either case within 90
days from the date the Master Servicer was notified of such
omission or defect. The Purchase Price
for any such Mortgage Loan, whether purchased by the Seller or
the Subservicer, shall be deposited
or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant
to Section 3.07 and, upon receipt by the Trustee of written
notification of such deposit signed by
a Servicing Officer, the Trustee or any Custodian, as the case
may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute
and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each
case without recourse, as shall be
necessary to vest in the Seller or its designee or the
Subservicer or its designee, as the case may
be, any Mortgage Loan released pursuant hereto and thereafter
such Mortgage Loan shall not be part
of the Trust Fund. It is understood and agreed that the
obligation of the Seller or the
Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material
defect in or omission of a constituent document exists shall
constitute the sole remedy respecting
such defect or omission available to Certificateholders or the
Trustee on behalf of
Certificateholders.
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a) The Master Servicer
hereby represents and warrants to the Trustee for the benefit
of Certificateholders that:
(i) The Master Servicer is
a corporation duly organized, validly existing and in
good standing under the laws governing
its creation and existence and is or will be in
compliance with the laws of each state
in which any Mortgaged Property is located to the
extent necessary to ensure the
enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and
delivery of this Agreement by the Master Servicer and its
performance and compliance with the
terms of this Agreement will not violate the Master
Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event
which, with notice or lapse of time,
or both, would constitute a material default) under,
or result in the material breach of,
any material contract, agreement or other instrument
to which the Master Servicer is a
party or which may be applicable to the Master Servicer
or any of its assets;
(iii) This Agreement,
assuming due authorization, execution and delivery by the
Trustee and the Company, constitutes a
valid, legal and binding obligation of the Master
Servicer, enforceable against it in
accordance with the terms hereof subject to applicable
bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforcement
of creditors' rights generally and to
general principles of equity, regardless of whether
such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is
not in default with respect to any order or decree of
any court or any order, regulation or
demand of any Federal, state, municipal or
governmental agency, which default
might have consequences that would materially and
adversely affect the condition
(financial or other) or operations of the Master Servicer
or its properties or might have
consequences that would materially adversely affect its
performance hereunder;
(v) No litigation is
pending or, to the best of the Master Servicer's knowledge,
threatened against the Master Servicer
which would prohibit its entering into this Agreement
or performing its obligations under
this Agreement;
(vi) The Master Servicer
will comply in all material respects in the performance of
this Agreement with all reasonable
rules and requirements of each insurer under each
Required Insurance Policy;
(vii) No information,
certificate of an officer, statement furnished in writing or
report delivered to the Company, any
Affiliate of the Company or the Trustee by the Master
Servicer will, to the knowledge of the
Master Servicer, contain any untrue statement of a
material fact or omit a material fact
necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has
examined each existing, and will examine each new,
Subservicing Agreement and is or will
be familiar with the terms thereof. The terms of each
existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master
Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section
2.03(a) shall survive delivery of the respective Mortgage Files
to the Trustee or any Custodian.
Upon discovery by either the
Company, the Master Servicer, the Trustee or any Custodian
of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially
and adversely affects the interests of the Certificateholders in
any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being
so obligated under a Custodial Agreement). Within 90 days of its
discovery or its receipt of
notice of such breach, the Master Servicer shall either (i) cure
such breach in all material
respects or (ii) to the extent that such breach is with respect
to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner
set forth in Section 2.02. The obligation of the Master Servicer
to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in
respect of a breach of a
representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders
or the Trustee on behalf of the Certificateholders.
(b) The Company hereby
represents and warrants to the Trustee for the benefit of
Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date
so specified):
(i) No Mortgage Loan is one month or more delinquent in
payment of principal and
interest as of the Cut-off Date and no Mortgage Loan has been
so delinquent more than once in
the 12-month period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with
respect to each Mortgage Loan or
the Mortgage Loans, as the case may be, is true and correct in
all material respects at the date
or dates respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level
Monthly Payments due on the first day of each month and terms
to maturity at origination or
modification of not more than 15 years;
(iv) To the best of the Company's knowledge, if a Mortgage
Loan (other than an Additional
Collateral 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
25% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is
between 95.00% and 90.01%, 12% of such balance if the
Loan-to-Value Ratio is between 90.00% and
85.01%, and 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. No
Mortgage Loan has a Loan-to-Value
Ratio in excess of 100%;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-
paying abilities are currently acceptable to each Rating
Agency;
(vi) No more than 1.9% 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 in
California, and no more than 1.8% of the Mortgage Loans by
aggregate Stated Principal Balance
as of the Cut-off Date are secured by Mortgaged Properties
located in any one zip code area
outside California. Not more than 2.70% of the Mortgage Loans
by aggregate Stated Principal
Balance as of the Cut-off Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in
a federally designated special
flood hazard area, flood insurance in the amount required under
the Program Guide covers the
related Mortgaged Property (either by coverage under the
federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the
Company had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any
pledge, lien, encumbrance or security interest (other than
rights to servicing and related
compensation) and such assignment validly transfers ownership
of the Mortgage Loans to the
Trustee free and clear of any pledge, lien, encumbrance or
security interest;
(ix) Approximately 22.40% of the Mortgage Loans by
aggregate Stated Principal Balance as
of the Cut-off Date were underwritten under a reduced loan
documentation program. Approximately
1.7% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date were
underwritten under a reduced loan documentation program
requiring no income and no asset
verification;
(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) None of the Mortgage Loans as of the Cut-off Date
were buydown mortgage loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of
the Code and Treasury regulations Section 1.860G-2(a)(1);
(xiii) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year
consisting of twelve 30-day months;
(xiv) A policy of title insurance was effective as of the
closing of each Mortgage Loan
and is valid and binding and remains in full force and effect;
(xv) With respect to each Mortgage Loan originated under
a "streamlined" mortgage loan
program (through which no new or updated appraisals of
Mortgaged Properties are obtained in
connection with the refinancing thereof), the related Seller
has represented that either (a) the
value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not
less than the appraised value of such property at the time of
origination of the refinanced
mortgage loan or (b) the Loan-to-Value Ratio of the Mortgage
Loan as of the date of origination
of the Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi) The aggregate Monthly Payments for September 1995
for each Mortgage Loan described
in Section 2.01(f) will equal the Initial Monthly Payment
Deposit;
(xvii) To the best of the Company's knowledge, none of
the Mortgage Loans contain in the
related Mortgage File a Destroyed Mortgage Note; and
(xviii) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock
that is pledged as security for the Mortgage Loan is held by a
person as a tenant-stockholder
(as defined in Section 216 of the Code) in a cooperative
housing corporation (as defined in
Section 216 of the Code).
It is understood and agreed that the representations and
warranties set forth in this Section
2.03(b) shall survive delivery of the respective Mortgage Files
to the Trustee or any Custodian.
Upon discovery by any of the Company, the Master
Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which
materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to
the other parties (any Custodian
being so obligated under a Custodial Agreement); provided,
however, that in the event of a breach
of the representation and warranty set forth in Section
2.03(b)(xii), the party discovering such
breach shall give such notice within five days of discovery.
Within 90 days of its discovery or
its receipt of notice of breach, the Company shall either (i)
cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund
at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall
have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage
Loan if such substitution occurs
within two years following the Closing Date. Any such
substitution shall be effected by the
Company under the same terms and conditions as provided in
Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the
obligation of the Company to cure such
breach or to so purchase or substitute for any Mortgage Loan as
to which such a breach has occurred
and is continuing shall constitute the sole remedy respecting
such breach available to
Certificateholders or the Trustee on behalf of
Certificateholders. Notwithstanding the foregoing,
the Company shall not be required to cure breaches or purchase or
substitute for Mortgage Loans as
provided in this Section 2.03(b) if the substance of the breach
of a representation set forth above
also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the
Assignment Agreement, hereby
assigns to the Trustee for the benefit of Certificateholders all
of its right, title and interest
in respect of the Assignment Agreement and each Seller's
Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement
relates to the representations and
warranties made by Residential Funding or the related Seller in
respect of such Mortgage Loan and
any remedies provided thereunder for any breach of such
representations and warranties, such right,
title and interest may be enforced by the Master Servicer on
behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the
Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or
the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause
giving rise to a repurchase obligation under the Assignment
Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such
Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other
parties (any Custodian being so obligated under a Custodial
Agreement). The Master Servicer shall
promptly notify the related Seller or Residential Funding, as the
case may be, of such breach and
request that such Seller or Residential Funding, as the case may
be, either (i) cure such breach
in all material respects within 90 days from the date the Master
Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at
the Purchase Price and in the
manner set forth in Section 2.02; provided that in the case of a
breach under the Assignment
Agreement Residential Funding shall have the option to substitute
a Qualified Substitute Mortgage
Loan or Loans for such Mortgage Loan if such substitution occurs
within two years following the
Closing Date, except that if the breach would cause the Mortgage
Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such
substitution must occur within 90
days from the date the Master Servicer was notified of the breach
if such 90 day period expires
before two years following the Closing Date. In the event that
Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a
Deleted Mortgage Loan pursuant to
this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the
Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other
documents and agreements as are required by Section 2.01, with
the Mortgage Note endorsed as
required by Section 2.01. No substitution will be made in any
calendar month after the
Determination Date for such month. Monthly Payments due with
respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of
the Trust Fund and will be
retained by the Master Servicer and remitted by the Master
Servicer to Residential Funding on the
next succeeding Distribution Date. For the month of
substitution, distributions to
Certificateholders will include the Monthly Payment due on a
Deleted Mortgage Loan for such month
and thereafter Residential Funding shall be entitled to retain
all amounts received in respect of
such Deleted Mortgage Loan. The Master Servicer shall amend or
cause to be amended the Mortgage
Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the Schedule of
Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such
Deleted Mortgage Loan and the substitution of the Qualified
Substitute Mortgage Loan or Loans and
the Master Servicer shall deliver the amended Mortgage Loan
Schedule, and, if the Deleted Mortgage
Loan was a Discount Loan, the amended Schedule of Discount
Fractions, to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans
shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects,
the related Seller shall be
deemed to have made the representations and warranties with
respect to the Qualified Substitute
Mortgage Loan contained in the related Seller's Agreement as of
the date of substitution, and the
Company and the Master Servicer shall be deemed to have made with
respect to any Qualified
Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations
and warranties set forth in this Section 2.04, in Section 2.03
hereof and in Section 4 of the
Assignment Agreement, and the Master Servicer shall be obligated
to repurchase or substitute for
any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment
Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more
Qualified Substitute Mortgage Loans
for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by
which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the
date of substitution is less than the aggregate Stated Principal
Balance of all such Deleted
Mortgage Loans (in each case after application of the principal
portion of the Monthly Payments due
in the month of substitution that are to be distributed to
Certificateholders in the month of
substitution). Residential Funding shall deposit the amount of
such shortfall into the Custodial
Account on the day of substitution, without any reimbursement
therefor. Residential Funding shall
give notice in writing to the Trustee of such event, which notice
shall be accompanied by an
Officers' Certificate as to the calculation of such shortfall and
by an Opinion of Counsel to the
effect that such substitution will not cause (a) any federal tax
to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on
"prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the
Code or (b) any portion of the Trust Fund to fail to qualify as a
REMIC at any time that any
Certificate is outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding,
as the case may be, to cure such breach or purchase (or in the
case of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing shall
constitute the sole remedy respecting such breach available to
Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is
Residential Funding, then the Trustee
shall also have the right to give the notification and require
the purchase or substitution
provided for in the second preceding paragraph in the event of
such a breach of a representation
or warranty made by Residential Funding in the Assignment
Agreement. In connection with the
purchase of or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall
assign to Residential Funding all of the right, title and
interest in respect of the Seller's
Agreement and the Assignment Agreement applicable to such
Mortgage Loan.
Section 2.05. 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 authenticated and delivered to or upon the order
of the Company the Certificates
in authorized denominations which evidence ownership of the
entire Trust Fund.
Section 2.06. Conveyance of Uncertificated REMIC Regular
Interests; Acceptance by
the Trustee.
The Company, as of the Closing Date, and concurrently
with the execution and delivery
hereof, does hereby assign without recourse all the right, title
and interest of the Company in and
to the Uncertificated REMIC Regular Interests to the Trustee for
the benefit of the Class A-5
Certificateholders. The Trustee acknowledges receipt of the
Uncertificated REMIC Regular Interests
and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all
present and future Class A-5 Certificateholders. The right of
the Class A-5 Certificateholders to
receive distributions from the proceeds of the Trust Fund in
respect of the Class A-5 Certificates,
and all ownership interests of the Class A-5 Certificateholders
in such distributions, shall be as
set forth in this Agreement.
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 anything in this Agreement to
the contrary, the Master Servicer shall not (unless the Mortgagor
is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Master
Servicer, reasonably foreseeable)
make or permit any modification, waiver or amendment of any term
of any Mortgage Loan that would
both (i) effect an exchange or reissuance of such Mortgage Loan
under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated
thereunder) and (ii) cause the Trust
Fund to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited
transactions" or "contributions" after the startup date under the
REMIC Provisions. The Trustee
shall furnish the Master Servicer with any limited or special
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 liable for any action
taken by the Master Servicer or any
Subservicer pursuant to such limited or special powers of
attorney. In servicing and administering
any Nonsubserviced Mortgage Loan, the Master Servicer shall act
reasonably and in good faith and,
to the extent not inconsistent with this Agreement, comply with
the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing
rights and obligations in respect
thereof.
(b) All costs incurred by the Master Servicer or by
Subservicers in effecting the
timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not,
for the purpose of calculating monthly distributions to
Certificateholders, be added to the amount
owing under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent
permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more
agreements in connection with the
offering of pass-through certificates evidencing interests in one
or more of the Certificates
providing for the payment by the Master Servicer of amounts
received by the Master Servicer as
servicing compensation hereunder and required to cover certain
Prepayment Interest Shortfalls on
the Mortgage Loans, which payment obligation will thereafter be
an obligation of the Master
Servicer hereunder.
(d) The Master Servicer may enter into an agreement with
an unaffiliated Holder of
100% of one or more classes of Class B Certificates including the
Class B-3 Certificates or the
most subordinate class then outstanding, whereby such Holder will
have rights with respect to
directing the commencement or deferral of foreclosure proceedings
for specific defaulted Mortgage
Loans, provided that in connection with any such direction such
Holder shall be required to deposit
collateral satisfactory to the Master Servicer to hold the Trust
Fund and the Senior and Class M
Certificates harmless against any additional loss resulting from
any such direction.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations.
(a) The Master Servicer may continue in effect
Subservicing Agreements entered into
by Residential Funding and Subservicers prior to the execution
and delivery of this Agreement, and
may enter into new Subservicing Agreements with Subservicers, for
the servicing and administration
of all or some of the Mortgage Loans. Each Subservicer of a
Mortgage Loan shall be entitled to
receive and retain, as provided in the related Subservicing
Agreement and in Section 3.07, the
related Subservicing Fee from payments of interest received on
such Mortgage Loan after payment of
all amounts required to be remitted to the Master Servicer in
respect of such Mortgage Loan. For
any Mortgage Loan that is a Nonsubserviced Mortgage Loan, the
Master Servicer shall be entitled to
receive and retain an amount equal to the Subservicing Fee from
payments of interest. Unless the
context otherwise requires, references in this Agreement to
actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions
taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing
Agreement will be upon such terms
and conditions as are generally required or permitted by the
Program Guide and are not inconsistent
with this Agreement and as the Master Servicer and the
Subservicer have agreed. A representative
form of Subservicing Agreement is attached to this Agreement as
Exhibit G. With the approval of
the Master Servicer, a Subservicer may delegate its servicing
obligations to third-party servicers,
but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master
Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing
Agreement, and the form referred to or included in the Program
Guide is merely provided for
information and shall not be deemed to limit in any respect the
discretion of the Master Servicer
to modify or enter into different Subservicing Agreements;
provided, however, that any such
amendments or different forms shall be consistent with and not
violate the provisions of either
this Agreement or the Program Guide in a manner which would
materially and adversely affect the
interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the
Master Servicer, for the
benefit of the Trustee and the Certificateholders, shall use its
best reasonable efforts to enforce
the obligations of each Subservicer under the related
Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the
non-performance of any such obligation
would have a material and adverse effect on the interests of the
Certificateholders in a Mortgage
Loan, including, without limitation, the obligation to purchase a
Mortgage Loan on account of
defective documentation, as described in Section 2.02, or on
account of a breach of a
representation or warranty, as described in Section 2.04. Such
enforcement, including, without
limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's
Agreements, as appropriate, and the pursuit of other appropriate
remedies, shall be in such form
and carried out to such an extent and at such time as the Master
Servicer would employ in its good
faith business judgment and which are normal and usual in its
general mortgage servicing
activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and
shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to
the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage
Loan or (ii) from a specific recovery of costs, expenses or
attorneys fees against the party
against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any
Subservicing Agreement that may
exist in accordance with the terms and conditions of such
Subservicing Agreement and without any
limitation by virtue of this Agreement; provided, however, that
in the event of termination of any
Subservicing Agreement by the Master Servicer or the Subservicer,
the Master Servicer shall either
act as servicer of the related Mortgage Loan or enter into a
Subservicing Agreement with a
successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If
the Master Servicer or any Affiliate of Residential Funding acts
as servicer, it will not assume
liability for the representations and warranties of the
Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a
successor Subservicer, the Master
Servicer shall use reasonable efforts to have the successor
Subservicer assume liability for the
representations and warranties made by the terminated Subservicer
in respect of the related
Mortgage Loans and, in the event of any such assumption by the
successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release
the terminated Subservicer from
liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the
provisions of this Agreement
relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference
to actions taken through a Subservicer or otherwise, the Master
Servicer shall remain obligated and
liable to the Trustee and Certificateholders for the servicing
and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without
diminution of such obligation or
liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification
from the Subservicer or the Company and to the same extent and
under the same terms and conditions
as if the Master Servicer alone were servicing and administering
the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a
Subservicer or Seller for
indemnification of the Master Servicer and nothing contained in
this Agreement shall be deemed to
limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and
any other transactions or
services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as
an originator shall be deemed to be between the Subservicer and
the Master Servicer alone and the
Trustee and Certificateholders shall not be deemed parties
thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the
Subservicer in its capacity as such
except as set forth in Section 3.06. The foregoing provision
shall not in any way limit a
Subservicer's obligation to cure an omission or defect or to
repurchase a Mortgage Loan as referred
to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any
reason no longer be the master
servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor
shall thereupon assume all of the rights and obligations of the
Master Servicer under each
Subservicing Agreement that may have been entered into. The
Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest
therein and to have replaced the Master Servicer as a party to
the Subservicing Agreement to the
same extent as if the Subservicing Agreement had been assigned to
the assuming party except that
the Master Servicer shall not thereby be relieved of any
liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the
Trustee but at the expense of the
Master Servicer, deliver to the assuming party all documents and
records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced
and an accounting of amounts
collected and held by it and otherwise use its best efforts to
effect the orderly and efficient
transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial
Account.
(a) The Master Servicer shall make reasonable efforts to
collect all payments called
for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures
shall be consistent with this Agreement and the terms and
provisions of any related Primary
Insurance Policy, follow such collection procedures as it would
employ in its good faith business
judgment and which are normal and usual in its general mortgage
servicing activities. Consistent
with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or
any prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and
(ii) extend the Due Date for payments due on a Mortgage Loan in
accordance with the Program Guide,
provided, however, that the Master Servicer shall first determine
that any such waiver or extension
will not impair the coverage of any related Primary Insurance
Policy or materially adversely affect
the lien of the related Mortgage or the interest of the
Certificateholders. Consistent with the
terms of this Agreement, the Master Servicer may also waive,
modify or vary any term of any
Mortgage Loan or consent to the postponement of strict compliance
with any such term or in any
manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver,
modification, postponement or indulgence is not materially
adverse to the interests of the
Certificateholders, provided, however, that the Master Servicer
may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without
limitation any modification that
would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in
connection with the liquidation of the related Mortgage Loan or
except in connection with
prepayments to the extent that such reamortization is not
inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such
Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such
default is reasonably foreseeable.
In the event of any such arrangement, the Master Servicer shall
make timely Advances on the related
Mortgage Loan during the scheduled period in accordance with the
amortization schedule of such
Mortgage Loan without modification thereof by reason of such
arrangements unless otherwise agreed
to by the Holders of the Classes of Certificates affected
thereby.
(b) The Master Servicer shall establish and maintain a
Custodial Account in which the
Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise
specifically provided herein, the following payments and
collections remitted by Subservicers or
received by it in respect of the Mortgage Loans subsequent to the
Cut-off Date (other than in
respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date):
(i) All payments on account of principal, including
Principal Prepayments made by
Mortgagors on the Mortgage Loans and the principal component
of any Subservicer Advance or
of any REO Proceeds received in connection with an REO
Property for which an REO Disposition
has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage
Loans, 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 or
2.04 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);
(vi) All amounts transferred from the Certificate Account
to the Custodial Account in
accordance with Section 4.02(a); and
(vii) any amounts required to be deposited in respect
of any Additional Collateral.
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 and 2.04 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 without any right of
reimbursement.
(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 Sections 4.01 and 4.02;
(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 or 2.04) 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 Section 3.13,
3.14(c), 6.03, 10.01 or
otherwise;
(ix) to reimburse itself for amounts expended by it
(a) pursuant to Section 3.14
in good faith in connection with the restoration of property
damaged by an Uninsured Cause,
and (b) in connection with the liquidation of a Mortgage Loan
or disposition of an REO
Property to the extent not otherwise reimbursed pursuant to
clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to
clauses (ii), (iii), (v) and
(vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on
the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse
itself or the related
Subservicer for any advance made in respect of a Mortgage Loan
that the Master Servicer determines
to be a Nonrecoverable Advance by withdrawal from the Custodial
Account of amounts on deposit
therein attributable to the Mortgage Loans on any Certificate
Account Deposit Date succeeding the
date of such determination. Such right of reimbursement in
respect of a Nonrecoverable Advance on
any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion
of such advance previously paid to Certificateholders (and not
theretofore reimbursed to the Master
Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action
which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which,
but for the actions of the Master Servicer or Subservicer, would
have been covered thereunder. To
the extent coverage is available, the Master Servicer shall keep
or cause to be kept in full force
and effect each such Primary Insurance Policy until the principal
balance of the related Mortgage
Loan secured by a Mortgaged Property is reduced to 80% or less of
the Appraised Value in the case
of such a Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%, provided that
such Primary Insurance Policy was in place as of the Cut-off Date
and the Company had knowledge of
such Primary Insurance Policy. In the event that the Company
gains knowledge that as of the
Closing Date, a Mortgage Loan had a Loan-to-Value Ratio at
origination in excess of 80% and is not
the subject of a Primary Insurance Policy (and was not included
in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage
Loan has a current Loan-to-Value
Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and
maintain a Primary Insurance Policy to the extent that such a
policy is obtainable at a reasonable
price. The Master Servicer shall not cancel or refuse to renew
any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing
to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that
is in effect at the date of the initial issuance of the
Certificates and is required to be kept in
force hereunder unless the replacement Primary Insurance Policy
for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability
is acceptable to each Rating
Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of
the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such
Rating Agency.
(b) In connection with its activities as administrator
and servicer of the Mortgage
Loans, the Master Servicer agrees to present or to cause the
related Subservicer to present, on
behalf of the Master Servicer, the Subservicer, if any, the
Trustee and Certificateholders, claims
to the Insurer under any Primary Insurance Policies, in a timely
manner in accordance with such
policies, and, in this regard, to take or cause to be taken such
reasonable action as shall be
necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage
Loans. Pursuant to Section 3.07, any Insurance Proceeds
collected by or remitted to the Master
Servicer under any Primary Insurance Policies shall be deposited
in the Custodial Account, subject
to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for
each Mortgage Loan (other
than a Cooperative Loan) fire insurance with extended coverage in
an amount which is equal to the
lesser of the principal balance owing on such Mortgage Loan or
100 percent of the insurable value
of the improvements; provided, however, that such coverage may
not be less than the minimum amount
required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it
may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace
any Subservicer that does not cause such insurance, to the extent
it is available, to be
maintained. The Master Servicer shall also cause to be
maintained on property acquired upon
foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan
(other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at
least equal to the amount necessary
to avoid the application of any co-insurance clause contained in
the related hazard insurance
policy. Pursuant to Section 3.07, any amounts collected by the
Master Servicer under any such
policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged
Property or property thus acquired or amounts released to the
Mortgagor in accordance with the
Master Servicer's normal servicing procedures) shall be deposited
in the Custodial Account, subject
to withdrawal pursuant to Section 3.10. Any cost incurred by the
Master Servicer in maintaining
any such insurance shall not, for the purpose of calculating
monthly distributions to
Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be
recoverable by the Master Servicer out
of related late payments by the Mortgagor or out of Insurance
Proceeds and Liquidation Proceeds as
to the extent permitted by Section 3.10. It is understood and
agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or
maintained on property acquired in
respect of a Mortgage Loan other than pursuant to such applicable
laws and regulations as shall at
any time be in force and as shall require such additional
insurance. When the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are
located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard
area, the Master Servicer shall
cause flood insurance (to the extent available) to be maintained
in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the
amount required to compensate for
any loss or damage to the Mortgaged Property on a replacement
cost basis and (ii) the maximum
amount of such insurance available for the related Mortgaged
Property under the national flood
insurance program (assuming that the area in which such Mortgaged
Property is located is
participating in such program).
In the event that the Master Servicer shall obtain and
maintain a blanket fire
insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage
Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first
sentence of this Section 3.12(a), it being understood and agreed
that such policy may contain a
deductible clause, in which case the Master Servicer shall, in
the event that there shall not have
been maintained on the related Mortgaged Property a policy
complying with the first sentence of
this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy,
deposit in the Certificate Account the amount not otherwise
payable under the blanket policy
because of such deductible clause. Any such deposit by the
Master Servicer shall be made on the
Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month
following the month in which payments under any such policy would
have been deposited in the
Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to present, on behalf of
itself, the Trustee and
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its
own expense and keep in full
force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and
omissions insurance policy covering the Master Servicer's
officers and employees and other persons
acting on behalf of the Master Servicer in connection with its
activities under this Agreement.
The amount of coverage shall be at least equal to the coverage
that would be required by FNMA or
FHLMC, whichever is greater, with respect to the Master Servicer
if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA or FHLMC.
In the event that any such bond
or policy ceases to be in effect, the Master Servicer shall
obtain a comparable replacement bond
or policy from an issuer or insurer, as the case may be, meeting
the requirements, if any, of the
Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or
bond obtained by an Affiliate of the Master Servicer and
providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section
3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or
Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and
governmental regulations, but only to the extent that such
enforcement will not adversely affect
or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be
in default under this Section
3.13(a) by reason of any transfer or assumption which the
Master Servicer is restricted by
law from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any
Mortgagor will bring, or if any Mortgagor does bring, legal
action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause contained
in any Mortgage Note or
Mortgage, the Master Servicer shall not be required to enforce
the due-on-sale clause or to
contest such action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the
extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed
to a Person by a Mortgagor, and such Person is to enter into an
assumption or modification
agreement or supplement to the Mortgage Note or Mortgage which
requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is
required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is
authorized, subject to the requirements
of the sentence next following, to execute and deliver, on behalf
of the Trustee, the assumption
agreement with the Person to whom the Mortgaged Property is to be
conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or
necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the
Mortgaged Property to such Person;
provided, however, none of such terms and requirements shall both
constitute a "significant
modification" effecting an exchange or reissuance of such
Mortgage Loan under the Code (or final,
temporary or proposed Treasury regulations promulgated
thereunder) and cause the Trust Fund to fail
to qualify as a REMIC under the Code or the imposition of any tax
on "prohibited transactions" or
"contributions" after the startup date under the REMIC
Provisions. 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 Trust Fund 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, reasonable or
advisable, as shall be normal and usual
in its general mortgage servicing activities and as shall be
required or permitted by the Program
Guide; provided that the Master Servicer shall not be liable in
any respect hereunder if the Master
Servicer is acting in connection with any such foreclosure or
other conversion in a manner that is
consistent with the provisions of this Agreement. The Master
Servicer, however, shall not be
required to expend its own funds in connection with any
foreclosure, or attempted foreclosure which
is not completed, or towards the restoration of any property
unless it shall determine (i) that
such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan
to Holders of Certificates of one or more Classes after
reimbursement to itself for such expenses
and (ii) that such expenses will be recoverable to it through
Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from
the Custodial Account pursuant to Section 3.10, whether or not
such expenses are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds
or REO Proceeds). In the event
of such 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. In
addition to the foregoing, the Master Servicer shall use its best
reasonable efforts to realize
upon the Additional Collateral for such of the Additional
Collateral 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; provided that the
Master Servicer shall not, on
behalf of the Trustee, obtain title to any such Additional
Collateral as a result of or in lieu of
the disposition thereof or otherwise; and provided further that
(i) the Master Servicer shall not
proceed with respect to such Additional Collateral in any manner
that would impair the ability to
recover against the related Mortgaged Property, and (ii) the
Master Servicer shall proceed with any
REO Acquisition in a manner that preserves the ability to apply
the proceeds of such Additional
Collateral against amounts owed under the defaulted Mortgage
Loan. Any proceeds realized from such
Additional Collateral (other than amounts to be released to the
Mortgagor or the related guarantor
in accordance with procedures that the Master Servicer would
follow in servicing loans held for its
own account, subject to the terms and conditions of the related
Mortgage and Mortgage Note and to
the terms and conditions of any security agreement, guarantee
agreement, mortgage or other
agreement governing the disposition of the proceeds of such
Additional Collateral) shall be
deposited in the Custodial Account, subject to withdrawal
pursuant to Section 3.10. Any other
payment received by the Master Servicer in respect of such
Additional Collateral shall be deposited
in the Custodial Account subject to withdrawal pursuant to
Section 3.10. Concurrently with the
foregoing, the Master Servicer may pursue any remedies that may
be available in connection with a
breach of a representation and warranty with respect to any such
Mortgage Loan in accordance with
Sections 2.03 and 2.04. However, the Master Servicer is not
required to continue to pursue both
foreclosure (or similar remedies) with respect to the Mortgage
Loans and remedies in connection
with a breach of a representation and warranty if the Master
Servicer determines in its reasonable
discretion that one such remedy is more likely to result in a
greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the
Custodial Account of all Insurance Proceeds, Liquidation Proceeds
and other payments and recoveries
referred to in the definition of "Cash Liquidation" or "REO
Disposition," as applicable, upon
receipt by the Trustee of written notification of such deposit
signed by a Servicing Officer, the
Trustee or any Custodian, as the case may be, shall release to
the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse,
as shall be necessary to vest in
the Master Servicer or its designee, as the case may be, the
related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole
discretion with respect to any defaulted
Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or
REO Disposition may be deemed to have occurred if substantially
all amounts expected by the Master
Servicer to be received in connection with the related defaulted
Mortgage Loan or REO Property have
been received, and (ii) for purposes of determining the amount of
any Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized
Loss, the Master Servicer may take into account minimal amounts
of additional receipts expected to
be received or any estimated additional liquidation expenses
expected to be incurred in connection
with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is
acquired by the Trust Fund
as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of
sale shall be issued to the Trustee or to its nominee on behalf
of Certificateholders.
Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan, such
REO Property shall (except as otherwise expressly provided
herein) be considered to be an
Outstanding Mortgage Loan held in the Trust Fund until such time
as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO
Property shall be considered to be an Outstanding Mortgage Loan
it shall be assumed that,
notwithstanding that the indebtedness evidenced by the related
Mortgage Note shall have been
discharged, such Mortgage Note and the related amortization
schedule in effect at the time of any
such acquisition of title (after giving effect to any previous
Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar
proceeding or any moratorium or similar
waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO
Property as aforesaid or
otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer,
on behalf of the Trust Fund, shall sell any REO Property either
(i) within two years after its
acquisition by the Trust Fund as determined for the purposes of
Section 860G(a)(8) of the Code or
(ii) prior to the expiration of any extension to such two-year
grace period which is requested on
behalf of the Trust Fund by the Master Servicer (at the expense
of the Trust Fund) more than 60
days prior to the end of such two-year grace period and granted
by the Internal Revenue Service,
unless the Master Servicer has delivered to the Trustee an
Opinion of Counsel, addressed to the
Trustee and the Master Servicer, to the effect that the holding
by the Trust Fund of such REO
Property subsequent to two years after its acquisition will not
result in the imposition on the
Trust Fund of taxes on "prohibited transactions" thereof, as
defined in Section 860F of the Code,
or cause the Trust Fund to fail to qualify as a REMIC under
Federal law at any time that any
Certificates or Uncertificated REMIC Regular Interests are
outstanding in which case the Trust Fund
may continue to hold such REO Property (subject to any conditions
contained in such Opinion of
Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for
any costs incurred in obtaining such Opinion of Counsel, as
provided in Section 3.10.
Notwithstanding any other provision of this Agreement, no REO
Property acquired by the Trust Fund
shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of the
Trust Fund in such a manner or pursuant to any terms that would
(i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or (ii)
subject 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 to the extent of accrued
and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage
Rate, to the Due Date prior to the Distribution Date on which
such amounts are to be distributed;
third, to the Certificateholders as a recovery of principal on
the Mortgage Loan (or REO Property);
fourth, to all Servicing Fees and Subservicing Fees payable
therefrom (and the Master Servicer and
the Subservicer shall have no claims for any deficiencies with
respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure
Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the
receipt by the Master Servicer of a notification that payment in
full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately
notify the Trustee (if it holds
the related Mortgage File) or the Custodian by a certification of
a Servicing Officer (which
certification shall include a statement to the effect that all
amounts received or to be received
in connection with such payment which are required to be
deposited in the Custodial Account
pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms
attached hereto as Exhibit H requesting delivery to it of the
Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or
cause the Custodian to release,
the related Mortgage File to the Master Servicer. The Master
Servicer is authorized to execute and
deliver to the Mortgagor the request for reconveyance, deed of
reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of
the Mortgage, together with the
Mortgage Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred
in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to
the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any
Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit H hereto,
requesting that possession of all, or any document constituting
part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason
for such release and that such
release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing,
the Trustee shall deliver, or cause
the Custodian to deliver, the Mortgage File or any document
therein to the Master Servicer. The
Master Servicer shall cause each Mortgage File or any document
therein so released to be returned
to the Trustee, or the Custodian as agent for the Trustee when
the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the
Mortgage File or such document has been delivered directly or
through a Subservicer to an attorney,
or to a public trustee or other public official as required by
law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has
delivered directly or through a
Subservicer to the Trustee a certificate of a Servicing Officer
certifying as to the name and
address of the Person to which such Mortgage File or such
document was delivered and the purpose
or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee
shall deliver the Request for Release with respect thereto to the
Master Servicer upon deposit of
the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's
behalf shall execute and
deliver to the Master Servicer, if necessary, any court
pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property
or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided
by the Mortgage Note or Mortgage or otherwise available at law or
in equity. Together with such
documents or pleadings (if signed by the Trustee), the Master
Servicer shall deliver to the Trustee
a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the
Trustee and certifying as to the reason such documents or
pleadings are required and that the
execution and delivery thereof by the Trustee will not invalidate
any insurance coverage under any
Required Insurance Policy or invalidate or otherwise affect the
lien of the Mortgage, except for
the termination of such a lien upon completion of the foreclosure
or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be
entitled to receive on each Distribution Date the amounts
provided for by clauses (iii), (iv) and
(v) of Section 3.10(a), subject to clause (e) below. The amount
of servicing compensation provided
for in such clauses shall be accounted for on a Mortgage
Loan-by-Mortgage Loan basis. In the event
that Liquidation Proceeds, Insurance Proceeds and REO Proceeds
(net of amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition
exceed the unpaid principal balance of such Mortgage Loan plus
unpaid interest accrued thereon
(including REO Imputed Interest) at the related Net Mortgage
Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the
related Subservicer any Servicing Fee
or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption
fees, late payment charges, investment income on amounts in the
Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to the
extent provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or
cause to be paid, all expenses
incurred by it in connection with its servicing activities
hereunder (including payment of premiums
for the Primary Insurance Policies, if any, to the extent such
premiums are not required to be paid
by the related Mortgagors, and the fees and expenses of the
Trustee and any Custodian) and shall
not be entitled to reimbursement therefor except as specifically
provided in Sections 3.10 and
3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be
transferred in whole or in part except in connection with the
transfer of all of its
responsibilities and obligations of the Master Servicer under
this Agreement.
(e) Notwithstanding any other provision herein, the
amount of servicing compensation
that the Master Servicer shall be entitled to receive for its
activities hereunder for the period
ending on each Distribution Date shall be reduced (not below
zero) by an amount equal to
Compensating Interest (if any) for such Distribution Date. Such
reduction shall be applied during
such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master
Servicer is entitled pursuant to Section 3.10(a)(iii); second, to
any income or gain realized from
any investment of funds held in the Custodial Account or the
Certificate Account to which the
Master Servicer is entitled pursuant to Sections 3.07(c) or
4.01(b), respectively; and third, to
any amounts of servicing compensation to which the Master
Servicer is entitled pursuant to Section
3.10(a)(v) or (vi). In making such reduction, the Master
Servicer (i) will not withdraw from the
Custodial Account any such amount representing all or a portion
of the Servicing Fee to which it
is entitled pursuant to Section 3.10(a)(iii); (ii) will not
withdraw from the Custodial Account or
Certificate Account any such amount to which it is entitled
pursuant to Section 3.07(c) or 4.01(b);
and (iii) will not withdraw from the Custodial Account any such
amount of servicing compensation
to which it is entitled pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date,
the Master Servicer shall
forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth
the status of the Custodial Account as of the close of business
on such Distribution Date as it
relates to the Mortgage Loans and showing, for the period covered
by such statement, the aggregate
of deposits in or withdrawals from the Custodial Account in
respect of the Mortgage Loans for each
category of deposit specified in Section 3.07 and each category
of withdrawal specified in Section
3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the
Trustee on or before March 31
of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off
Date, an Officers' Certificate stating, as to each signer
thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar
year and of its performance under
the pooling and servicing agreements, including this Agreement,
has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based
on such review, the Master
Servicer has fulfilled all of its material obligations in all
material respects throughout such
year, or, if there has been a default in the fulfillment in all
material respects of any such
obligation relating to this Agreement, specifying each such
default known to such officer and the
nature and status thereof and (iii) to the best of such officers'
knowledge, each Subservicer has
fulfilled its material obligations under its Subservicing
Agreement in all material respects, or
if there has been a material default in the fulfillment of such
obligations relating to this
Agreement, specifying such default known to such officer and the
nature and status thereof.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
On or before March 31 of each year, beginning with the
first March 31 that occurs at
least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of
Independent public accountants which is a member of the American
Institute of Certified Public
Accountants to furnish a statement to the Company and the Trustee
to the effect that such firm has
examined certain documents and records relating to the servicing
of the mortgage loans under
pooling and servicing agreements (including this Agreement)
substantially similar one to another
(such statement to have attached thereto a schedule setting forth
the pooling and servicing
agreements covered thereby, including this Agreement) and that,
on the basis of such examination
conducted substantially in compliance with the Uniform Single
Audit Program for Mortgage Bankers
or the Audit Program for Mortgages serviced for FHLMC, such
servicing has been conducted in
compliance with such pooling and servicing agreements except for
such significant exceptions or
errors in records that, in the opinion of such firm, the Uniform
Single Audit Program for Mortgage
Bankers or the Audit Program for Mortgages serviced for FHLMC
requires it to report. In rendering
such statement, such firm may rely, as to matters relating to
direct servicing of mortgage loans
by Subservicers, upon comparable statements for examinations
conducted substantially in compliance
with the Uniform Single Audit Program for Mortgage Bankers or the
Audit Program for Mortgages
serviced for FHLMC (rendered within one year of such statement)
of Independent public accountants
with respect to the related Subservicer. For purposes of such
statement, such firm may
conclusively assume that all pooling and servicing agreements
among the Company, the Master
Servicer and the Trustee relating to Mortgage Pass-Through
Certificates evidencing an interest in
first mortgage loans are substantially similar one to another
except for any such pooling and
servicing agreement which, by its terms, specifically states
otherwise.
Section 3.20. Rights of the Company in Respect of the
Master Servicer.
The Master Servicer shall afford the Company, upon
reasonable notice, during normal
business hours access to all records maintained by the Master
Servicer in respect of its rights and
obligations hereunder and access to officers of the Master
Servicer responsible for such
obligations. Upon request, the Master Servicer shall furnish the
Company with its most recent
financial statements and such other information as the Master
Servicer possesses regarding its
business, affairs, property and condition, financial or
otherwise. The Master Servicer shall also
cooperate with all reasonable requests for information including,
but not limited to, notices,
tapes and copies of files, regarding itself, the Mortgage Loans
or the Certificates from any Person
or Persons identified by the Company or Residential Funding. The
Company may, but is not obligated
to, enforce the obligations of the Master Servicer hereunder and
may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder
or exercise the rights of the Master Servicer hereunder; provided
that the Master Servicer shall
not be relieved of any of its obligations hereunder by virtue of
such performance by the Company
or its designee. The Company shall not have any responsibility
or liability for any action or
failure to act by the Master Servicer and is not obligated to
supervise the performance of the
Master Servicer under this Agreement or otherwise.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate
Account in which the Master Servicer shall cause to be deposited
on behalf of the Trustee on or
before 2:00 P.M. New York time on each Certificate Account
Deposit Date by wire transfer of
immediately available funds an amount equal to the sum of (i) any
Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account
pursuant to Section 3.12(a), (iii) any amount required to be
deposited in the Certificate Account
pursuant to Section 4.07, (iv) any amount that the Master
Servicer is not permitted to withdraw
from the Certificate Account pursuant to Section 3.16(e), (v) any
amount required to be deposited
in the Certificate Account pursuant to Section 9.01 and (vi) all
other amounts constituting the
Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master
Servicer, invest or cause the
institution maintaining the Certificate Account to invest the
funds in the Certificate Account in
Permitted Investments designated in the name of the Trustee for
the benefit of the
Certificateholders, which shall mature not later than the
Business Day next preceding the
Distribution Date next following the date of such investment
(except that (i) any investment in the
institution with which the Certificate Account is maintained may
mature on such Distribution Date
and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the
amount payable on such investment
on such Distribution Date, pending receipt thereof to the extent
necessary to make distributions
on the Certificates) and shall not be sold or disposed of prior
to maturity. All income and gain
realized from any such investment shall be for the benefit of the
Master Servicer and shall be
subject to its withdrawal or order from time to time. The amount
of any losses incurred in respect
of any such investments shall be deposited in the Certificate
Account by the Master Servicer out
of its own funds immediately as realized without any right of
reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date, the Master Servicer on behalf
of the Trustee or the Paying
Agent appointed by the Trustee, shall distribute to the Master
Servicer, in the case of a
distribution pursuant to Section 4.02(a)(iii), the amount
required to be distributed to the Master
Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and
to each Certificateholder of record
on the next preceding Record Date (other than as provided in
Section 9.01 respecting the final
distribution) either in immediately available funds (by wire
transfer or otherwise) to the account
of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or,
if such Certificateholder has not so notified the Master Servicer
or the Paying Agent by the Record
Date, by check mailed to such Certificateholder at the address of
such Holder appearing in the
Certificate Register such Certificateholder's share (based on the
aggregate of the Percentage
Interests represented by Certificates of the applicable Class
held by such Holder) of the following
amounts, in the following order of priority (subject to the
provisions of Section 4.02(b)), in each
case to the extent of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the
Class A-4 Certificateholders)
and Class R Certificateholders on a pro rata basis based on
Accrued Certificate Interest
payable thereon, Accrued Certificate Interest on such Classes
of Certificates as applicable
for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(ii) (X) to the Class A-4 Certificateholders, the Class
A-4 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than
the Class A-4 and Class A-5
Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth
in Section 4.02(b)(ii) and (c), the sum of the following
(applied to reduce the Certificate
Principal Balances of such Class A or Class R Certificates, as
applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related
Due Period on each Outstanding Mortgage Loan (other
than the related Discount
Fraction of the principal portion of such payment
with respect to a Discount
Mortgage Loan), whether or not received on or prior
to the related Determination
Date, minus the principal portion of any Debt
Service Reduction (other than the
related Discount Fraction of the principal portion
of such Debt Service
Reductions with respect to each Discount Mortgage
Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during
the related Prepayment Period (or deemed to have
been so repurchased in
accordance with Section 3.07(b)) pursuant to Section
2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the
Custodial Account in connection with
the substitution of a Deleted Mortgage Loan pursuant
to Section 2.03 or 2.04
during the related Prepayment Period (other than the
related Discount Fraction
of such Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other
than Principal Prepayments in Full and Curtailments
and amounts received in
connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan
described in Section 4.02(a)(ii)(Y)(B)), including
without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds
received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section
3.07(b)) to the extent applied by the Master
Servicer as recoveries of principal
of the related Mortgage Loan pursuant to Section
3.14 (other than the related
Discount Fraction of the principal portion of such
unscheduled, collections, with respect to a Discount Mortgage
Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO
Disposition occurred during the related Prepayment Period (or
was deemed to have occurred
during such period in accordance with Section 3.07(b)) and did
not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses,
an amount equal to the lesser of (a) the Senior Percentage for
such Distribution Date times
the Stated Principal Balance of such Mortgage Loan (other than
the related Discount Fraction
of such Stated Principal Balance, with respect to a Discount
Mortgage Loan) and (b) the
Senior Accelerated Distribution Percentage for such
Distribution Date times the related
unscheduled collections (including without limitation
Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the Master
Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (in each case, other than the
related Discount Fraction of the principal 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-4
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 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-4
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-4
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-4
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-4
Collection Shortfalls remaining
unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to
clause (x) of Sections 4.02(a)(xv) 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-4
Collection Shortfalls remaining
unpaid for all previous Distribution Date, applied in
reduction of the Certificate Principal
Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders (other than the
Class A-4 and Class A-5
Certificateholders) and Class R Certificateholders in the
priority set forth in Section
4.02(b), the portion, if any, of the Available Distribution
Amount remaining after the
foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class
A Certificates and Class R Certificates, but in no event more
than the sum of the outstanding
Certificate Principal Balances of the Class A Certificates
(other than the Class A-4 and
Class A-5 Certificates) and Class R Certificates and
thereafter to each Class of Class M
Certificates then outstanding beginning with such Class with
the lowest numerical
designation, any portion of the Available Distribution Amount
remaining after the Class A
Certificates (other than the Class A-4 and Class A-5
Certificates) and Class R Certificates
have been retired, applied to reduce the Certificate Principal
Balance of each such Class of
Class M Certificates, but in no event more than the
outstanding Certificate Principal Balance
of each such Class of Class M Certificates; and thereafter to
each such Class of Class B
Certificates then outstanding beginning with such Class with
the lowest numerical
designation, any portion of the Available Distribution Amount
remaining after the Class M
Certificates have been retired, applied to reduce the
Certificate Principal Balance of such
Class of Class B Certificates, but in no event more than the
outstanding Certificate
Principal Balance of each such Class of Class B Certificates
thereof; and
(xvii) to the Class R Certificateholders, the balance,
if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date,
with respect to the Class of
Class B Certificates outstanding on such Distribution Date with
the highest numerical designation,
or in the event the Class B Certificates are no longer
outstanding, the Class of Class M
Certificates then outstanding with the highest numerical
designation, or in the event the Class B
Certificates and Class M Certificates are no longer outstanding,
the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution
Date will be distributable only to the extent that such unpaid
Accrued Certificate Interest was
attributable to interest shortfalls relating to Nonrecoverable
Advances as determined by the Master
Servicer with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the
subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates
(other than the Class A-5
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-4 Certificates, until the
Certificate Principal Balance
thereof is reduced to zero, an amount (the "Class A-4 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 Discount 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-4 Collection Shortfalls
for such Distribution Date and
the amount of any Class A-4 Collections 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, 50.9002758061% and 49.0997241939% of such
amount concurrently to the
Class A-1 Certificates and Class A-3 Certificates,
respectively, until the Certificate
Principal Balance of the Class A-1 Certificates has been
reduced to zero; and
(C) third, 50.9002758061% and 49.0997241939% of such
amount concurrently to the Class
A-2 Certificates and Class A-3 Certificates,
respectively, until the Certificate
Principal Balances thereof have been reduced to zero.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities
relating to distributions as described above in respect of
principal among the Class A Certificates
and Class R Certificates will be disregarded and an amount equal
to the Discount Fraction of the
principal portion of scheduled payments and unscheduled
collections received or advanced in respect
of Discount Mortgage Loans will be distributed to the Class A-4
Certificates, and the Senior
Principal Distribution Amount will be distributed to the Class A
Certificates (other than the Class
A-4 Certificates) and Class R Certificates pro rata in accordance
with their respective outstanding
Certificate Principal Balances.
(d) In addition to the foregoing distributions, with respect
to any Mortgage Loan that was
previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized
Loss, in the event that within two years of the date on which
such Realized Loss was determined to
have occurred the Master Servicer receives amounts, which the
Master Servicer reasonably believes
to represent subsequent recoveries (net of any related
liquidation expenses), or determines that
it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in
respect of the representations and
warranties made by the related Seller pursuant to the applicable
Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes
to which such Realized Loss was allocated (with the amounts to be
distributed allocated among such
Classes in the same proportions as such Realized Loss was
allocated), subject to the following.
No such distribution shall be in an amount that would result in
total distributions on the
Certificates of any such Class in excess of the total amounts of
principal and interest that would
have been distributable thereon if such Cash Liquidation or REO
Disposition had occurred but had
resulted in a Realized Loss equal to zero. Notwithstanding the
foregoing, no such distribution
shall be made with respect to the Certificates of any Class to
the extent that either (i) such
Class was protected against the related Realized Loss pursuant to
any instrument or fund
established under Section 11.01(e) or (ii) such Class of
Certificates has been deposited into a
separate trust fund or other structuring vehicle and separate
certificates or other instruments
representing interests therein have been issued in one or more
classes, and any of such separate
certificates or other instruments was protected against the
related Realized Loss pursuant to any
limited guaranty, payment obligation, irrevocable letter of
credit, surety bond, insurance policy
or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed
with respect to the Certificates of any Class shall be
distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately
preceding the date of such
distribution, on a pro rata basis based on the Percentage
Interest represented by each Certificate
of such Class as of such Record Date. Any amounts to be so
distributed shall not be remitted to
or distributed from the Trust Fund, and shall constitute
subsequent recoveries with respect to
Mortgage Loans that are no longer assets of the Trust Fund.
(e) Each distribution with respect to a Book-Entry
Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of
such distribution to the accounts of its Depository Participants
in accordance with its normal
procedures. Each Depository Participant shall be responsible for
disbursing such distribution to
the Certificate Owners that it represents and to each indirect
participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it
acts as agent. Each brokerage firm
shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of
the Trustee, the Certificate Registrar, the Company or the Master
Servicer shall have any
responsibility therefor except as otherwise provided by this
Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that
a final distribution with respect to any Class of Certificates
will be made on the next
Distribution Date, the Master Servicer shall, no later than the
Determination Date in the month of
such final distribution, notify the Trustee and the Trustee
shall, no later than two (2) Business
Days after such Determination Date, mail on such date to each
Holder of such Class of Certificates
a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect
to such Class of Certificates will be made on such Distribution
Date but only upon presentation and
surrender of such Certificates at the office of the Trustee or as
otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after
the end of the prior calendar
month. In the event that Certificateholders do not surrender
their Certificates for final
cancellation, the Trustee shall cause such funds to be withdrawn
from the Certificate Account and
credited to a separate escrow account for the benefit of such
Certificateholders as provided inSection 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the
Certificate Account and with
respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee
shall forward by mail to each Holder, the Company and the
Underwriters a statement setting forth
the following information as to each Class of Certificates to the
extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class
applied to reduce the Certificate Principal Balance thereof,
and (b) the aggregate amount
included therein representing Principal Prepayments;
(ii) the amount of such distribution to the
Certificateholders of such Class allocable to interest;
(iii) if the distribution to the Certificateholders of
such Class is less than the full
amount that would be distributable to such Certificateholders
if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving
effect to the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each
Class of Certificates, and
each of the Senior, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3
Percentages, after giving effect to the amounts distributed on
such Distribution Date,
separately identifying any reduction thereof due to Realized
Losses other than pursuant to
an actual distribution of principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports
furnished to it by Subservicers, the
number and aggregate principal balances of Mortgage Loans that
are delinquent (A) one month,
(B) two months and (C) three months and (D) the number and
aggregate principal balance of
Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each
Class of Certificates, after giving effect to the distribution
made on such Distribution
Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the
close of business on such Distribution Date and a description
of any change in the
calculation of such amounts;
(xii) the Pass-Through Rate on the Class A-5
Certificates for such Distribution Date;
(xiii) the occurrence of the Credit Support Depletion
Date;
(xiv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xv) the Senior Percentage for such Distribution
Date;
(xvi) the aggregate amount of Realized Losses for
such Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from
Sellers due to a breach of representation or
warranty;
(xviii) the weighted average remaining term to maturity
of the Mortgage Loans after
giving effect to the amounts distributed on
such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage
Loans after giving effect to
the amounts distributed on such Distribution
Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be
expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall
provide to any manager of a trust fund consisting of some or all
of the Certificates, upon
reasonable request, such additional information as is reasonably
obtainable by the Master Servicer
at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of
each calendar year, the
Master Servicer shall prepare, or cause to be prepared, and the
Trustee shall forward, or cause to
be forwarded, to each Person who at any time during the calendar
year was the Holder of a
Certificate, other than a Class R Certificate, a statement
containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable
portion thereof during which such Person was a Certificateholder.
Such obligation of the Master
Servicer 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 the
Trustee shall forward, or cause to
be forwarded, to each Person who at any time during the calendar
year was the Holder of a Class R
Certificate, a statement containing the applicable distribution
information provided pursuant to
this Section 4.03 aggregated for such calendar year or applicable
portion thereof during which such
Person was the Holder of a Class R Certificate. Such obligation
of the Master Servicer shall be
deemed to have been satisfied to the extent that substantially
comparable information shall be
provided by the Master Servicer pursuant to any requirements of
the Code.
(d) Upon the written request of any Certificateholder,
the Master Servicer, as soon
as reasonably practicable, shall provide the requesting
Certificateholder with such information as
is necessary and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying
applicable reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day
next succeeding each
Determination Date, the Master Servicer shall furnish a written
statement to the Trustee, any
Paying Agent and the Company (the information in such statement
to be made available to
Certificateholders by the Master Servicer on request) setting
forth (i) the Available Distribution
Amount and (ii) the amounts required to be withdrawn from the
Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate
Account Deposit Date pursuant to
clause (iii) of Section 4.01(a). The determination by the Master
Servicer of such amounts shall,
in the absence of obvious error, be presumptively deemed to be
correct for all purposes hereunder
and the Trustee shall be protected in relying upon the same
without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each
Certificate Account Deposit Date,
the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or
funds received therefor from the Subservicers, an amount equal to
the Advances to be made by the
Master Servicer in respect of the related Distribution Date,
which shall be in an aggregate amount
equal to the aggregate amount of Monthly Payments (with each
interest portion thereof adjusted to
the Net Mortgage Rate), less the amount of any related Debt
Service Reductions or reductions in the
amount of interest collectable from the Mortgagor pursuant to the
Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or
regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as
of the close of business as of the related Determination Date;
provided that no Advance shall be
made if it would be a Nonrecoverable Advance, (ii) withdraw from
amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a
portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii)
make advances in the form of any
combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held
for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any
future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans
that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date
shall be less than payments to Certificateholders required to be
made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance
made by a Subservicer as described
in Section 3.07(b) that has been deposited in the Custodial
Account on or before such Distribution
Date as part of the Advance made by the Master Servicer pursuant
to this Section 4.04. The amount
of any reimbursement pursuant to Section 4.02(a)(iii) in respect
of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments
due but delinquent for previous
Due Periods, which allocation shall be made, to the extent
practicable, to Monthly Payments which
have been delinquent for the longest period of time. Such
allocations shall be conclusive for
purposes of reimbursement to the Master Servicer from recoveries
on related Mortgage Loans pursuant
to Section 3.10.
The determination by the Master Servicer that it has made
a Nonrecoverable Advance or
that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced
by a certificate of a Servicing Officer delivered to the Company
and the Trustee.
In the event that the Master Servicer determines as of
the Business Day preceding any
Certificate Account Deposit Date that it will be unable to
deposit in the Certificate Account an
amount equal to the Advance required to be made for the
immediately succeeding Distribution Date,
it shall give notice to the Trustee of its inability to advance
(such notice may be given by
telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion
of such amount that it will be unable to deposit. Not later than
3:00 P.M., New York time, on the
Certificate Account Deposit Date the Trustee shall, unless by
12:00 Noon, New York time, on such
day the Trustee shall have been notified in writing (by telecopy)
that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account
such portion of the amount of the
Advance as to which the Master Servicer shall have given notice
pursuant to the preceding sentence,
pursuant to Section 7.01, (a) terminate all of the rights and
obligations of the Master Servicer
under this Agreement in accordance with Section 7.01 and (b)
assume the rights and obligations of
the Master Servicer hereunder, including the obligation to
deposit in the Certificate Account an
amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant
to this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer
shall determine the total amount
of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period. The
amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses,
other than Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses or
Extraordinary Losses shall be allocated as follows: first, to the
Class B-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero;
second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to
zero; fourth, to the Class M-3 Certificates until the Certificate
Principal Balance thereof has
been reduced to zero; fifth, to the Class M-2 Certificates until
the Certificate Principal Balance
thereof has been reduced to zero; sixth, to the Class M-1
Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and,
thereafter, if such Realized Losses are
on a Discount Mortgage Loan, to the Class A-4 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-4 Certificates) and Class R Certificates
on a pro rata basis, as described
below. Any Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and
Extraordinary Losses on Non-Discount Mortgage Loans will be
allocated among the Class A
Certificates (other than the Class A-4 Certificates) and Class M,
Class B and Class R Certificates
on a pro rata basis, as described below. The principal portion
of such losses on Discount Mortgage
Loans will be allocated to the Class A-4 Certificates in an
amount equal to the related Discount
Fraction thereof, and the remainder of such losses on Discount
Mortgage Loans will be allocated
among the Class A Certificates (other than the Class A-4
Certificates), Class M, Class B and Class
R Certificates on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a
"pro rata basis" among two or
more specified Classes of Certificates means an allocation on a
pro rata basis, among the various
Classes so specified, to each such Class of Certificates on the
basis of their then outstanding
Certificate Principal Balances prior to giving effect to
distributions to be made on such
Distribution Date in the case of the principal portion of a
Realized Loss or based on the Accrued
Certificate Interest thereon (without regard to any Compensating
Interest for such Distribution
Date) in the case of an interest portion of a Realized Loss.
Except as provided in the following
sentence, any allocation of the principal portion of Realized
Losses (other than Debt Service
Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance
thereof by the amount so allocated, which allocation shall be
deemed to have occurred on such
Distribution Date. Any allocation of the principal portion of
Realized Losses (other than Debt
Service Reductions) to the Class of Class B Certificates then
outstanding with the highest
numerical designation or, after the Certificate Principal
Balances of the Class B Certificates have
been reduced to zero, to the Class of Class M Certificates then
outstanding with the highest
numerical designation shall be made by operation of the
definition of "Certificate Principal
Balance" and by operation of the provisions of Section 4.02(a).
Allocations of the interest
portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate
Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal
portion of Debt Service Reductions shall be made by operation of
the provisions of Section 4.02(a).
All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be
allocated among the Certificates of such Class in proportion to
the Percentage Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.
The Master Servicer or the Subservicers shall file
information returns with respect to
the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and
abandonments of any Mortgaged Property and the information
returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property
required by Sections 6050H, 6050J and
6050P, respectively, of the Code, and deliver to the Trustee an
Officers' Certificate stating that
such reports have been filed. Such reports shall be in form and
substance sufficient to meet the
reporting requirements imposed by Sections 6050H, 6050J and 6050P
of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.
As to any Mortgage Loan which is delinquent in payment by
90 days or more, the Master
Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price
therefor. If at any time the Master Servicer makes a payment to
the Certificate Account covering
the amount of the Purchase Price for such a Mortgage Loan, and
the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating
that the amount of such payment has
been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such
Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which
shall succeed to all the Trustee's right, title and interest in
and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall
be an assignment outright and not
for security. The Master Servicer will thereupon own such
Mortgage Loan, and all such security and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect
thereto.
Section 4.08. Distributions on the Uncertificated REMIC
Regular Interests.
(a) On each Distribution Date, the Trustee shall be
deemed to distribute to itself,
as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the
Uncertificated REMIC Regular Interests for such Distribution
Date, plus any Uncertificated Accrued
Interest thereon remaining unpaid from any previous Distribution
Date.
(b) In determining from time to time the Uncertificated
REMIC Regular Interest
Distribution Amounts, Realized Losses allocated to the Class A-5
Certificates under Section 4.05
shall be deemed allocated to Uncertificated REMIC Regular
Interests on a pro rata basis based on
the Uncertificated Accrued Interest for the related Distribution
Date.
(c) On each Distribution Date, the Trustee shall be
deemed to distribute from the
Trust Fund, in the priority set forth in Sections 4.02(a), to the
Class A-5 Certificates, the
amounts distributable thereon from the Uncertificated REMIC
Regular Interest Distribution Amounts
deemed to have been received by the Trustee from the Trust Fund
under this Section 4.08. The
amount deemed distributable hereunder with respect to the Class
A-5 Certificates shall equal 100%
of the amounts payable with respect to the Uncertificated REMIC
Regular Interests.
(d) Notwithstanding the deemed distributions on the
Uncertificated REMIC Regular
Interests described in this Section 4.07, distributions of funds
from the Certificate Account shall
be made only in accordance with Section 4.02.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R
Certificates, respectively, shall be
substantially in the forms set forth in Exhibits A, B, C and D
and shall, on original issue, be
executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery
to or upon the order of the Company upon receipt by the Trustee
or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other
than the Class A-5 and Class R
Certificates, shall be issuable in minimum dollar denominations
of $25,000 (or $250,000 in the
case of the Class M-2, Class M-3 and Class B Certificates) and
integral multiples of $1 (or $1,000
in the case of the Class M-1, Class M-2 and Class M-3
Certificates) in excess thereof, except that
one Certificate of the Class A-4 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 (with respect to the Class A-4
Certificates) or $1,000 (with respect to the
Class B-3 Certificates):
Class A-4: $25,000.91 Class B-3: $250,639.46
The Class A-5 and 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) in a minimum
denomination representing a Percentage Interest of not less than
0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an
authorized officer of the Trustee. Certificates bearing the
manual or facsimile signatures of
individuals who were at any time the proper officers of the
Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the
authentication and delivery of such Certificate or did not hold
such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a
certificate of authentication
substantially in the form provided for herein executed by the
Certificate Registrar by manual
signature, and such certificate upon any Certificate shall be
conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and
delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A-1, Class A-2 and Class A-3 Certificates
shall initially be issued as
one or more Certificates registered in the name of the Depository
or its nominee and, except as
provided below, registration of such Certificates may not be
transferred by the Trustee except to
another Depository that agrees to hold such Certificates for the
respective Certificate Owners with
Ownership Interests therein. The Certificate Owners shall hold
their respective Ownership
Interests in and to the Class A-1, Class A-2 and Class A-3
Certificates through the book-entry
facilities of the Depository and, except as provided below, shall
not be entitled to Definitive
Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their
respective Ownership Interests in the Book-Entry Certificates
shall be made in accordance with the
procedures established by the Depository Participant or brokerage
firm representing such
Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of
brokerage firms for which it acts
as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for
all purposes (including the
making of payments due on the respective Classes of Book-Entry
Certificates) deal with the
Depository as the authorized representative of the Certificate
Owners with respect to the
respective Classes of Book-Entry Certificates for the purposes of
exercising the rights of
Certificateholders hereunder. The rights of Certificate Owners
with respect to the respective
Classes of Book-Entry Certificates shall be limited to those
established by law and agreements
between such Certificate Owners and the Depository Participants
and brokerage firms representing
such Certificate Owners. Multiple requests and directions from,
and votes of, the Depository as
Holder of any Class of Book-Entry Certificates with respect to
any particular matter shall not be
deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may
establish a reasonable record date in connection with
solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of
such record date.
If (i)(A) the Company advises the Trustee in writing that
the Depository is no longer
willing or able to properly discharge its responsibilities as
Depository and (B) the Company is
unable to locate a qualified successor or (ii) the Company at its
option advises the Trustee in
writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall
notify all Certificate Owners, through the Depository, of the
occurrence of any such event and of
the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the
Depository, accompanied by
registration instructions from the Depository for registration of
transfer, the Trustee shall issue
the Definitive Certificates. Such Definitive Certificates will
be issued in minimum denominations
of $25,000, except that any beneficial ownership interest that
was represented by a Book-Entry
Certificate in an amount less than $25,000 immediately prior to
the issuance of a Definitive
Certificate shall be issued in a minimum denomination equal to
the amount represented by such
beneficial ownership interest. Neither the Company, the Master
Servicer nor the Trustee shall be
liable for any actions taken by the Depository or its nominee,
including, without limitation, any
delay in delivery of such instructions and may conclusively rely
on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein
to obligations imposed upon or to be performed by the Company in
connection with the issuance of
the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and
performed by the Trustee, and the Trustee and the Master Servicer
shall recognize the Holders of
the Definitive Certificates as Certificateholders hereunder.
Section 5.02. Registration of Transfer and Exchange of
Certificates.
(a) The Trustee shall cause to be kept at one of the
offices or agencies to be
appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register
in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges
of Certificates as herein provided.
The Trustee is initially appointed Certificate Registrar for the
purpose of registering
Certificates and transfers and exchanges of Certificates as
herein provided. The Certificate
Registrar, or the Trustee, shall provide the Master Servicer with
a certified list of
Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or
agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any
Class M, Class B or Class R Certificate, upon satisfaction of the
conditions set forth below, the
Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, in the name of
the designated transferee or transferees, one or more new
Certificates of a like Class and
aggregate Percentage Interest.
(c) At the option of the Certificateholders,
Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon
surrender of the Certificates to be exchanged at any such office
or agency. Whenever any
Certificates are so surrendered for exchange the Trustee shall
execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such
Class which the Certificateholder
making the exchange is entitled to receive. Every Certificate
presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a
Class B Certificate shall be
made unless such transfer, sale, pledge or other disposition is
exempt from the registration
requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws
or is made in accordance with said Act and laws. Except as
otherwise provided in this Section
5.02(d), in the event that a transfer of a Class B Certificate is
to be made (i) unless the Company
directs the Trustee otherwise, the Trustee shall require a
written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the
Company that such transfer may be
made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from
said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall
not be an expense of the Trustee, the Company or the Master
Servicer, and (ii) the Trustee shall
require the transferee to execute a representation letter,
substantially in the form of Exhibit J
hereto, and the Trustee shall require the transferor to execute a
representation letter,
substantially in the form of Exhibit K hereto, each acceptable to
and in form and substance
satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts
surrounding such transfer, which representation letters shall not
be an expense of the Trustee, the
Company or the Master Servicer. In lieu of the requirements set
forth in the preceding sentence,
transfers of Class B Certificates may be made in accordance with
this Section 5.02(d) if the
prospective transferee of such a Certificate provides the Trustee
and the Master Servicer with an
investment letter substantially in the form of Exhibit L attached
hereto, which investment letter
shall not be an expense of the Trustee, the Company, or the
Master Servicer, and which investment
letter states that, among other things, such transferee (i) is a
"qualified institutional buyer"
as defined under Rule 144A, acting for its own account or the
accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (ii) is
aware that the proposed transferror
intends to rely on the exemption from registration requirements
under the 1933 Act provided by Rule
144A. The Holder of a Class B Certificate desiring to effect any
transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master
Servicer and the Certificate Registrar against any liability that
may result if the transfer, sale,
pledge or other disposition is not so exempt or is not made in
accordance with such federal and
state laws and this Agreement.
(e) In the case of any Class M, Class B or Class R
Certificate presented for
registration in the name of an employee benefit plan or other
plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA")
or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), an investment
manager, a named fiduciary or a trustee of any such plan or any
other Person who is using "plan
assets" of any plan to effect such acquisition, unless otherwise
directed by the Company, the
Trustee shall require an Opinion of Counsel acceptable to and in
form and substance satisfactory
to the Trustee, the Company and the Master Servicer to the effect
that the purchase or holding of
a Class M, Class B or Class R Certificate is permissible under
applicable law, will not constitute
or result in any non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of
the Code, and will not subject the Trustee, the Company or the
Master Servicer to any obligation
or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in
addition to those undertaken in this Agreement or any other
liability, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master
Servicer. The Trustee may
require that any prospective transferee of a Class M, Class B or
Class R Certificate provide such
certifications as the Trustee may deem desirable or necessary in
order to establish that such
transferee or the Person in whose name such registration is
requested is not an employee benefit
plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the
Code, an investment manager, a named fiduciary or a trustee of
any such plan, or any other Person
who is using "plan assets" of any such plan to effect such
acquisition.
(f) (i) Each Person who has or who acquires any
Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or
its designee under clause (iii)(A) below to deliver payments to a
Person other than such Person and
to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in
connection with any such sale. The
rights of each Person acquiring any Ownership Interest in a Class
R Certificate are expressly
subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate
shall be a Permitted Transferee and shall promptly notify the
Trustee of any change or
impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R
Certificate, the Trustee shall require delivery to it, and
shall not register the Transfer
of any Class R Certificate until its receipt of, (I) an
affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as
Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master
Servicer, representing and
warranting, among other things, that it is a United States
Person and a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Class R
Certificate that is the
subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a
Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound by
them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder
wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and
warranting, among other things, that no purpose of the
proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed
Transferee under clause (B) above, if a Responsible Officer of
the Trustee who is assigned
to this Agreement has actual knowledge that the proposed
Transferee is not a United States
Person or not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate
shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom
such Person attempts to transfer its Ownership Interest in a
Class R Certificate and (y) not
to transfer its Ownership Interest unless it provides a
certificate to the Trustee in the
form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate,
by purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written
notice that it is a "pass-through interest holder" within the
meaning of Temporary Treasury
regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in
a Class R Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate
on behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class
R Certificate only if it
shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting
such transfer in the form attached hereto as Exhibit I-2 and all
of such other documents as shall
have been reasonably required by the Trustee as a condition to
such registration. Transfers of the
Class R Certificates to Non-United States Persons and
"Disqualified Organizations" (as defined in
Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any "Disqualified Organization" (as
defined in Section 860E(e)(5) of the
Code) shall become a holder of a Class R Certificate, then the
last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-
United States Person shall become a holder of a Class R
Certificate, then the last preceding United
States Person shall be restored, to the extent permitted by law,
to all rights and obligations as
Holder thereof retroactive to the date of registration of such
Transfer of such Class R
Certificate. If a transfer of a Class R Certificate is
disregarded pursuant to the provisions of
Treasury regulations Section 1.860E-1 or Section 1.860G-3, then
the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as
Holder thereof retroactive to the date of registration of such
Transfer of such Class R
Certificate. The Trustee shall be under no liability to any
Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this
Section 5.02(f) or for making any
payments due on such Certificate to the holder thereof or for
taking any other action with respect
to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of
a Class R Certificate in
violation of the restrictions in this Section 5.02(f) and to the
extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A)
above shall be invalid, illegal or unenforceable, then the Master
Servicer shall have the right,
without notice to the holder or any prior holder of such Class R
Certificate, to sell such Class
R Certificate to a purchaser selected by the Master Servicer on
such terms as the Master Servicer
may choose. Such purported Transferee shall promptly endorse and
deliver each Class R Certificate
in accordance with the instructions of the Master Servicer. Such
purchaser may be the Master
Servicer itself or any Affiliate of the Master Servicer. The
proceeds of such sale, net of the
commissions (which may include commissions payable to the Master
Servicer or its Affiliates),
expenses and taxes due, if any, will be remitted by the Master
Servicer to such purported
Transferee. The terms and conditions of any sale under this
clause (iii)(B) shall be determined
in the sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any
Person having an Ownership Interest in a Class R Certificate as a
result of its exercise of such
discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written
request from the Trustee, all information necessary to compute
any tax imposed (A) as a result of
the Transfer of an Ownership Interest in a Class R Certificate to
any Person who is a Disqualified
Organization, including the information regarding "excess
inclusions" of such Class R 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(f) set forth
prior to this clause (v) may be
modified, added to or eliminated, provided that there shall have
been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to the
effect that the modification,
addition to or elimination of such provisions will not cause
such Rating Agency to downgrade
its then-current ratings, if any, of any Class of the Class A,
Class M, Class B or Class R
Certificates below the lower of the then-current rating or the
rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) a certificate of the Master Servicer stating that
the Master Servicer has
received an Opinion of Counsel, in form and substance
satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence
of such provisions will not
cause 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 United States Person and 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.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the
Trustee and the Certificate Registrar receive evidence to their
satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to
the Trustee and the Certificate
Registrar such security or indemnity as may be required by them
to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate
Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar
shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like tenor, Class and
Percentage Interest but bearing
a number not contemporaneously outstanding. Upon the issuance of
any new Certificate under this
Section, the Trustee may require the payment of a sum sufficient
to cover any tax or other
governmental charge that may be imposed in relation thereto and
any other expenses (including the
fees and expenses of the Trustee and the Certificate Registrar)
connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or
not the lost, stolen or destroyed
Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for
registration of transfer, the Company,
the Master Servicer, the Trustee, the Certificate Registrar and
any agent of the Company, the
Master Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name any
Certificate is registered as the owner of such Certificate for
the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes
whatsoever, and neither the
Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company,
the Master Servicer, the Trustee or the Certificate Registrar
shall be affected by notice to the
contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of
making distributions to
Certificateholders pursuant to Section 4.02. In the event of any
such appointment, on or prior to
each Distribution Date the Master Servicer on behalf of the
Trustee shall deposit or cause to be
deposited with the Paying Agent a sum sufficient to make the
payments to Certificateholders in the
amounts and in the manner provided for in Section 4.02, such sum
to be held in trust for the
benefit of Certificateholders.
The Trustee shall cause each Paying Agent to execute and
deliver to the Trustee an
instrument in which such Paying Agent shall agree with the
Trustee that such Paying Agent will hold
all sums held by it for the payment to Certificateholders in
trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders. Any
sums so held by such Paying Agent shall be held only in Eligible
Accounts to the extent such sums
are not distributed to the Certificateholders on the date of
receipt by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated
Principal Balance is less than
ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer
or the Company shall have the right, at its option, to purchase
the Certificates in whole, but not
in part, at a price equal to the outstanding Certificate
Principal Balance of such Certificates
plus the sum of one month's Accrued Certificate Interest thereon
and any previously unpaid Accrued
Certificate Interest.
(b) The Master Servicer or the Company, as applicable,
shall give the Trustee not
less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the
Company, as applicable, anticipates that it will purchase the
Certificates pursuant to Section
5.06(a). Notice of any such purchase, specifying the
Distribution Date upon which the Holders may
surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall
be given promptly by the Master Servicer or the Company, as
applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not
earlier than the 15th day and not later than the 25th day of the
month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which purchase of
the Certificates is
anticipated to be made upon presentation and surrender of such
Certificates at the office or
agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable
to such Distribution Date is not
applicable, payments being made only upon presentation and
surrender of the Certificates at
the office or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate
Account before the Distribution
Date on which the purchase pursuant to Section 5.06(a) is to be
made, in immediately available
funds, an amount equal to the purchase price for the Certificates
computed as provided above.
(c) Upon presentation and surrender of the Certificates
to be purchased pursuant to
Section 5.06(a) by the Holders thereof, the Trustee shall
distribute to such Holders an amount
equal to the outstanding Certificate Principal Balance thereof
plus the sum of one month's Accrued
Certificate Interest thereon and any previously unpaid Accrued
Certificate Interest with respect
thereto.
(d) In the event that any Certificateholders do not
surrender their Certificates on
or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made,
the Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the
Master Servicer or the Company, as applicable, pursuant to
Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders,
and the Master Servicer or the Company, as applicable, shall give
a second written notice to such
Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If
within six months after the second notice any Certificate shall
not have been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the
Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow
account and of contacting
Certificateholders shall be paid out of the assets which remain
in the escrow account. If within
nine months after the second notice any Certificates shall not
have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee
shall pay to the Master Servicer or
the Company, as applicable, all amounts distributable to the
Holders thereof and the Master
Servicer or the Company, as applicable, shall thereafter hold
such amounts until distributed to
such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held
in the escrow account or by the Master Servicer or the Company,
as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this
Section 5.06. Any Certificate that is not surrendered on the
Distribution Date on which a purchase
pursuant to this Section 5.06 occurs as provided above will be
deemed to have been purchased and
the Holder as of such date will have no rights with respect
thereto except to receive the purchase
price therefor minus any costs and expenses associated with such
escrow account and notices
allocated thereto. Any Certificates so purchased or deemed to
have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master
Servicer or the Company, as
applicable, shall be for all purposes the Holder thereof as of
such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and
the Master Servicer.
The Company and the Master Servicer shall each be liable
in accordance herewith only
to the extent of the obligations specifically and respectively
imposed upon and undertaken by the
Company and the Master Servicer herein. By way of illustration
and not limitation, the Company is
not liable for the servicing and administration of the Mortgage
Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the
Master Servicer or to appoint a
designee to assume such obligations, nor is it liable for any
other obligation hereunder that it
may, but is not obligated to, assume unless it elects to assume
such obligation in accordance
herewith.
Section 6.02. Merger or Consolidation of the Company or
the Master Servicer;
Assignment of Rights and Delegation of
Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep
in full effect its existence,
rights and franchises as a corporation under the laws of the
state of its incorporation, and will
each obtain and preserve its qualification to do business as a
foreign corporation in each
jurisdiction in which such qualification is or shall be necessary
to protect the validity and
enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its
respective duties under this Agreement.
(b) Any Person into which the Company or the Master
Servicer may be merged or
consolidated, or any corporation resulting from any merger or
consolidation to which the Company
or the Master Servicer shall be a party, or any Person succeeding
to the business of the Company
or the Master Servicer, shall be the successor of the Company or
the Master Servicer, as the case
may be, hereunder, without the execution or filing of any paper
or any further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that
the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage
loans on behalf of FNMA or FHLMC; and provided further that each
Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R Certificates in
effect immediately prior to such merger
or consolidation will not be qualified, reduced or withdrawn as a
result thereof (as evidenced by
a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02
and Section 6.04 to the
contrary, the Master Servicer may assign its rights and delegate
its duties and obligations under
this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person
which is qualified to service mortgage loans on behalf of FNMA or
FHLMC, is reasonably satisfactory
to the Trustee and the Company, is willing to service the
Mortgage Loans and executes and delivers
to the Company and the Trustee an agreement, in form and
substance reasonably satisfactory to the
Company and the Trustee, which contains an assumption by such
Person of the due and punctual
performance and observance of each covenant and condition to be
performed or observed by the Master
Servicer under this Agreement; provided further that each Rating
Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to
such assignment and delegation
will not be qualified, reduced or withdrawn as a result of such
assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency).
In the case of any such assignment
and delegation, the Master Servicer shall be released from its
obligations under this Agreement,
except that the Master Servicer shall remain liable for all
liabilities and obligations incurred
by it as Master Servicer hereunder prior to the satisfaction of
the conditions to such assignment
and delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees
or agents of the Company or the Master Servicer shall be under
any liability to the Trust Fund or
the Certificateholders for any action taken or for refraining
from the taking of any action in good
faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision
shall not protect the Company, the Master Servicer or any such
Person against any breach of
warranties or representations made herein or any liability which
would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in
the performance of duties or by
reason of reckless disregard of obligations and duties hereunder.
The Company, the Master Servicer
and any director, officer, employee or agent of the Company or
the Master Servicer may rely in good
faith on any document of any kind prima facie properly executed
and submitted by any Person
respecting any matters arising hereunder. The Company, the
Master Servicer and any director,
officer, employee or agent of the Company or the Master Servicer
shall be indemnified by the Trust
Fund and held harmless against any loss, liability or expense
incurred in connection with any legal
action relating to this Agreement or the Certificates, other than
any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except
as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance
of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be
under any obligation to appear in,
prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and
which in its opinion may involve
it in any expense or liability; provided, however, that the
Company or the Master Servicer may in
its discretion undertake any such action, proceeding, hearing or
examination that it may deem
necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs
of such action, proceeding, hearing or examination and any
liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall
be entitled to be reimbursed therefor out of amounts attributable
to the Mortgage Loans on deposit
in the Custodial Account as provided by Section 3.10 and, on the
Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs
shall be allocated in reduction of the
Accrued Certificate Interest on each Class entitled thereto in
the same manner as if such expenses
and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer
shall resign from its respective obligations and duties hereby
imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any such
determination permitting the resignation of the Company or the
Master Servicer shall be evidenced
by an Opinion of Counsel to such effect delivered to the Trustee.
No such resignation by the
Master Servicer shall become effective until the Trustee or a
successor servicer shall have assumed
the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of
the following events (whatever
reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule
or regulation of any administrative or governmental body):
(i) the Master Servicer shall fail to distribute or
cause to be distributed to
Holders of Certificates of any Class any distribution required
to be made under the terms of
the Certificates of such Class and this Agreement and, in
either case, such failure shall
continue unremedied for a period of 5 days after the date upon
which written notice of such
failure, requiring such failure to be remedied, shall have
been given to the Master Servicer
by the Trustee or the Company or to the Master Servicer, the
Company and the Trustee by the
Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less
than 25%; or
(ii) the Master Servicer shall fail to observe or perform
in any material respect any
other of the covenants or agreements on the part of the Master
Servicer contained in the
Certificates of any Class or in this Agreement and such
failure shall continue unremedied for
a period of 30 days (except that such number of days shall be
15 in the case of a failure to
pay the premium for any Required Insurance Policy) after the
date on which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Master Servicer
by the Trustee or the Company, or to the Master Servicer, the
Company and the Trustee by the
Holders of Certificates of any Class evidencing, as to such
Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or
supervisory authority having
jurisdiction in the premises in an involuntary case under any
present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or
liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of
its affairs, shall have been
entered against the Master Servicer and such decree or order
shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment
of a conservator or receiver
or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities,
or similar proceedings of, or relating to, the Master Servicer
or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its
inability to pay its debts
generally as they become due, file a petition to take
advantage of, or commence a voluntary
case under, any applicable insolvency or reorganization
statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of
its obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it
is unable to deposit in the Certificate Account an amount
equal to the Advance.
If an Event of Default described in clauses (i)-(v) of
this Section shall occur, then,
and in each and every such case, so long as such Event of Default
shall not have been remedied,
either the Company or the Trustee may, and at the direction of
Holders of Certificates entitled to
at least 51% of the Voting Rights, the Trustee shall, by notice
in writing to the Master Servicer
(and to the Company if given by the Trustee or to the Trustee if
given by the Company), terminate
all of the rights and obligations of the Master Servicer under
this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as
a Certificateholder hereunder.
If an Event of Default described in clause (vi) hereof shall
occur, the Trustee shall, by notice
to the Master Servicer and the Company, immediately terminate all
of the rights and obligations of
the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof,
other than its rights as a Certificateholder hereunder as
provided in Section 4.04(b). On or after
the receipt by the Master Servicer of such written notice, all
authority and power of the Master
Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder
thereof) or the Mortgage Loans or otherwise, shall subject to
Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to
Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the
Master Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and
to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of
such notice of termination, whether to complete the transfer and
endorsement or assignment of the
Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights
hereunder, including, without limitation, the transfer to the
Trustee or its designee for
administration by it of all cash amounts which shall at the time
be credited to the Custodial
Account or the Certificate Account or thereafter be received with
respect to the Mortgage Loans.
No such termination shall release the Master Servicer for any
liability that it would otherwise
have hereunder for any act or omission prior to the effective
time of such termination.
Notwithstanding any termination of the activities of
Residential Funding in its
capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any
late collection of a Monthly Payment on a Mortgage Loan which was
due prior to the notice
terminating Residential Funding's rights and obligations as
Master Servicer hereunder and received
after such notice, that portion to which Residential Funding
would have been entitled pursuant to
Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee
in respect thereof, and any other
amounts payable to Residential Funding hereunder the entitlement
to which arose prior to the
termination of its activities hereunder. Upon the termination of
Residential Funding as Master
Servicer hereunder the Company shall deliver to the Trustee a
copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a
notice of termination pursuant to
Section 7.01 or resigns in accordance with Section 6.04, the
Trustee or, upon notice to the Company
and with the Company's consent (which shall not be unreasonably
withheld) a designee (which meets
the standards set forth below) of the Trustee, shall be the
successor in all respects to the Master
Servicer in its capacity as servicer under this Agreement and the
transactions set forth or
provided for herein and shall be subject to all the
responsibilities, duties and liabilities
relating thereto placed on the Master Servicer (except for the
responsibilities, duties and
liabilities contained in Sections 2.02 and 2.03(a), excluding the
duty to notify related
Subservicers or Sellers as set forth in such Sections, and its
obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on
the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections
3.07(c) and 4.01(b) by the terms
and provisions hereof); provided, however, that any failure to
perform such duties or
responsibilities caused by the preceding Master Servicer's
failure to provide information required
by Section 4.04 shall not be considered a default by the Trustee
hereunder. As compensation
therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the
Master Servicer would have been entitled to charge to the
Custodial Account or the Certificate
Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled
to the income from any Permitted Investments made with amounts
attributable to the Mortgage Loans
held in the Custodial Account or the Certificate Account. If the
Trustee has become the successor
to the Master Servicer in accordance with Section 6.04 or Section
7.01, then notwithstanding the
above, the Trustee may, if it shall be unwilling to so act, or
shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved
mortgage servicing institution, having
a net worth of not less than $10,000,000 as the successor to the
Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer
hereunder. Pending appointment of a successor to the Master
Servicer hereunder, the Trustee shall
become successor to the Master Servicer and shall act in such
capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee
may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans
as it and such successor shall
agree; provided, however, that no such compensation shall be in
excess of that permitted the
initial Master Servicer hereunder. The Company, the Trustee, the
Custodian and such successor
shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any
such succession. The Servicing Fee for any successor Master
Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage
Loans, if any, where the Subservicing
Fee accrues at a rate of less than 0.20% per annum in the event
that the successor Master Servicer
is not servicing such Mortgage Loans directly and it is necessary
to raise the related Subservicing
Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage
Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer,
the Trustee shall give prompt written notice thereof to
Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall
transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder
known to the Trustee, unless such Event of Default shall have
been cured or waived as provided in
Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting
Rights of Certificates affected by
a default or Event of Default hereunder, may waive such default
or Event of Default; provided,
however, that (a) a default or Event of Default under clause (i)
of Section 7.01 may be waived only
by all of the Holders of Certificates affected by such default or
Event of Default and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of
Certificates in the manner set
forth in Section 11.01(b)(i), (ii) or (iii). Upon any such
waiver of a default or Event of Default
by the Holders representing the requisite percentage of Voting
Rights of Certificates affected by
such default or Event of Default, such default or Event of
Default shall cease to exist and shall
be deemed to have been remedied for every purpose hereunder. No
such waiver shall extend to any
subsequent or other default or Event of Default or impair any
right consequent thereon except to
the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of
Default and after the curing
of all Events of Default which may have occurred, undertakes to
perform such duties and only such
duties as are specifically set forth in this Agreement. In case
an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise
such of the rights and powers
vested in it by this Agreement, and use the same degree of care
and skill in their exercise as a
prudent investor would exercise or use under the circumstances in
the conduct of such investor's
own affairs.
(b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the
Trustee which are specifically
required to be furnished pursuant to any provision of this
Agreement, shall examine them to
determine whether they conform to the requirements of this
Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially
conform to the requirements of
this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a
timely fashion the notices,
reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06,
7.03 and 10.01. The Trustee shall furnish in a timely fashion to
the Master Servicer such
information as the Master Servicer may reasonably request from
time to time for the Master Servicer
to fulfill its duties as set forth in this Agreement. The
Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to
maintain the status of 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 provided that the
Trustee shall remain liable for any acts of such agents or
attorneys; and
(vii) To the extent authorized under the Code
and the regulations promulgated
thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes
the Trustee to be its attorney-in-fact for purposes of signing
any Tax Returns required to
be filed on behalf of 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 entitled to at least 51%
of the Voting Rights may at
any time remove the Trustee and appoint a successor trustee by
written instrument or instruments,
in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set
of which instruments shall be delivered to the Company, one
complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee
pursuant to any of the provisions of this Section shall become
effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in
Section 8.07 shall execute,
acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee shall
become effective and such successor trustee shall become
effective and such successor trustee,
without any further act, deed or conveyance, shall become fully
vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the
like effect as if originally named
as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage
Files and related documents and statements held by it hereunder
(other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any
successor trustee hereunder), and
the Company, the Master Servicer and the predecessor trustee
shall execute and deliver such
instruments and do such other things as may reasonably be
required for more fully and certainly
vesting and confirming in the successor trustee all such rights,
powers, duties and obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless
at the time of such acceptance such successor trustee shall be
eligible under the provisions of
Section 8.06.
(c) Upon acceptance of appointment by a successor
trustee as provided in this
Section, the Company shall mail notice of the succession of such
trustee hereunder to all Holders
of Certificates at their addresses as shown in the Certificate
Register. If the Company fails to
mail such notice within 10 days after acceptance of appointment
by the successor trustee, the
successor trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into
which the Trustee may be merged
or converted or with which it may be consolidated or any
corporation or national banking
association resulting from any merger, conversion or
consolidation to which the Trustee shall be
a party, or any corporation or national banking association
succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder,
provided such corporation or national
banking association shall be eligible under the provisions of
Section 8.06, without the execution
or filing of any paper or any further act on the part of any of
the parties hereto, anything herein
to the contrary notwithstanding. The Trustee shall mail notice
of any such merger or consolidation
to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.
(a) Notwithstanding any other provisions hereof, at any
time, for the purpose of
meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property
securing the same may at the time be located, the Master Servicer
and the Trustee acting jointly
shall have the power and shall execute and deliver all
instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust
Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust Fund, or any
part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or
desirable. If the Master Servicer shall
not have joined in such appointment within 15 days after the
receipt by it of a request so to do,
or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have
the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or
separate trustee pursuant to
this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by
the Trustee, and such separate
trustee or co-trustee jointly, except to the extent that under
any law of any jurisdiction in which
any particular act or acts are to be performed (whether as
Trustee hereunder or as successor to the
Master Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations
(including the holding of title
to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the
Trustee.
(c) Any notice, request or other writing given to the
Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees,
as effectively as if given to
each of them. Every instrument appointing any separate trustee
or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Each separate
trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the
estates or property specified in its
instrument of appointment, either jointly with the Trustee or
separately, as may be provided
therein, subject to all the provisions of this Agreement,
specifically including every provision
of this Agreement relating to the conduct of, affecting the
liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the
Trustee.
(d) Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to
do any lawful act under or in respect of this Agreement on its
behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of
acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee,
to the extent permitted by law, without the appointment of a new
or successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer
and the Company, appoint one
or more Custodians who are not Affiliates of the Company, the
Master Servicer or any Seller to hold
all or a portion of the Mortgage Files as agent for the Trustee,
by entering into a Custodial
Agreement. Subject to Article VIII, the Trustee agrees to comply
with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against
the Custodian for the benefit of
the Certificateholders. Each Custodian shall be a depository
institution subject to supervision
by federal or state authority, shall have a combined capital and
surplus of at least $15,000,000
and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File.
Each Custodial Agreement may be amended only as provided in
Section 11.01. The Trustee shall
notify the Certificateholders of the appointment of any Custodian
(other than the Custodian
appointed as of the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City
of New York where
Certificates may be surrendered for registration of transfer or
exchange. The Trustee initially
designates its offices located at Four Albany Street, New York,
New York 10006 for the purpose of
keeping the Certificate Register. The Trustee will maintain an
office at the address stated in
Section 11.05(c) hereof where notices and demands to or upon the
Trustee in respect of this
Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations
and responsibilities of the
Company, the Master Servicer and the Trustee created hereby in
respect of the Certificates (other
than the obligation of the Trustee to make certain payments after
the Final Distribution Date to
Certificateholders and the obligation of the Company to send
certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken
by the Trustee on the Final
Distribution Date pursuant to this Article IX following the
earlier of:
(i) the later of the final payment or other
liquidation (or any Advance with
respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of
all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the
Company of all Mortgage Loans
and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a
price equal to 100% of the unpaid principal balance of each
Mortgage Loan or, if less than
such unpaid principal balance, the fair market value of the
related underlying property of
such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired, (net
of any unreimbursed Advances attributable to principal) on the
day of repurchase plus accrued
interest thereon at the Net Mortgage Rate to, but not
including, the first day of the month
in which such repurchase price is distributed, provided,
however, that in no event shall the
trust created hereby continue beyond the expiration of 21
years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States
to the Court of St. James, living on the date hereof and
provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master
Servicer, to avoid disqualification of 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 (whether as a result of the exercise by the
Master Servicer or the Company of
its right to purchase the assets of the Trust Fund or otherwise).
Notice of any termination,
specifying the anticipated Final Distribution Date (which shall
be a date that would otherwise be
a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the
final distribution and
cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it
is exercising its right to purchase the assets of the Trust
Fund), or by the Trustee (in any other
case) by letter to Certificateholders mailed not earlier than the
15th day and not later than the
25th day of the month next preceding the month of such final
distribution specifying:
(i) the anticipated Final Distribution Date
upon which final payment of
the Certificates is anticipated to be made upon presentation
and surrender of Certificates
at the office or agency of the Trustee therein designated,
(ii) the amount of any such final payment, if
known, and
(iii) that the Record Date otherwise applicable
to such Distribution Date
is not applicable, and (A) in the case of the Class A
Certificates (other than the Class A-5
Certificates) and Class R Certificates, that payment will be
made only upon presentation and
surrender of the Certificates at the office or agency of the
Trustee therein specified and
(B) in the case of Class A-4 Certificates, Class M
Certificates and Class B Certificates,
that such Certificates shall be delivered to the Trustee no
later than 30 days following the
anticipated Final Distribution Date.
If the Master Servicer or the Company, as applicable, is
obligated to give notice to
Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time
such notice is given to Certificateholders. In the event such
notice is given by the Master
Servicer or the Company, the Master Servicer or the Company, as
applicable, shall deposit in the
Certificate Account before the Final Distribution Date in
immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund
computed as above provided.
(c) In the case of the Class A Certificates (other than
the Class A-4 Certificates),
upon presentation and surrender of the Certificates by the
Certificateholders thereof, and in the
case of the Class A-4, Class M and Class B Certificate, without
any such presentation, the Trustee
shall distribute to the Certificateholders (i) the amount
otherwise distributable on such
Distribution Date, if not in connection with the Master
Servicer's or the Company's election to
repurchase, or (ii) if the Master Servicer or the Company elected
to so repurchase, an amount
determined as follows: (A) with respect to each Certificate the
outstanding Certificate Principal
Balance thereof, plus one month's Accrued Certificate Interest
and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in
Section 4.02(a), and (B) with respect
to the Class R Certificates, any excess of the amounts available
for distribution (including the
repurchase price specified in clause (ii) of subsection (a) of
this Section) over the total amount
distributed under the immediately preceding clause (A). Each
Holder of a Class A-4, Class M or
Class B Certificate, by its acceptance thereof, shall be deemed
to agree to, and shall, deliver
such Certificates held by such Holder to the Trustee no later
than 30 days following receipt of the
final distribution in respect thereof.
(d) In the event that any Certificateholders shall not
surrender their Certificates
for final payment and cancellation on or before the Final
Distribution Date (if so required by the
terms hereof), the Trustee shall on such date cause all funds in
the Certificate Account not
distributed in final distribution to Certificateholders to be
withdrawn therefrom and credited to
the remaining Certificateholders by depositing such funds in a
separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it
exercised its right to purchase the assets of the Trust Fund), or
the Trustee (in any other case)
shall give a second written notice to the remaining
Certificateholders to surrender their
Certificates for cancellation and receive the final distribution
with respect thereto. If within
six months after the second notice any Certificate shall not have
been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the
Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow
account and of contacting
Certificateholders shall be paid out of the assets which remain
in the escrow account. If within
nine months after the second notice any Certificates shall not
have been surrendered for
cancellation, the Trustee shall pay to the Master Servicer or the
Company, as applicable, all
amounts distributable to the holders thereof and the Master
Servicer or the Company, as applicable,
shall thereafter hold such amounts until distributed to such
holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the
escrow account or by the Master
Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in
accordance with this Section 9.01.
Section 9.02. 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 Fund 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 Returns 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 Trust Fund at the expense of the Trust Fund in accordance
with the terms and conditions of this
Agreement. ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The Master Servicer shall make an election to treat
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 (other than the Class A-5), Class M and Class B
Certificates and the Uncertificated
REMIC Regular Interests 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 Class A-5
Certificates will represent the entire beneficial ownership
interest in the Uncertificated REMIC
Regular Interest. 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 Trust Fund as defined in
Sections 860G(a)(1) and 860G(a)(2) of the Code, respectively,
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 Corporation shall hold a Class R
Certificate representing a
0.01% Percentage Interest of all Class R Certificates and shall
be designated as "the tax matters
person" with respect to the Trust Fund in the manner provided
under Treasury Regulations Section
1.860F-4(d) and Temporary Treasury regulations section
301.6231(a)(7)-1T. Residential Funding
Corporation, as tax matters person, shall (i) act on behalf of
the Trust Fund in relation to any
tax matter or controversy involving the Trust Fund and (ii)
represent the Trust Fund in any
administrative or judicial proceeding relating to an examination
or audit by any governmental
taxing authority with respect thereto. The legal expenses,
including without limitation attorneys'
or accountants' fees, and costs of any such proceeding and any
liability resulting therefrom shall
be expenses of the Trust Fund and Residential Funding Corporation
shall be entitled to
reimbursement therefor out of amounts attributable to the
Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal
expenses and costs are incurred by
reason of Residential Funding Corporation's willful misfeasance,
bad faith or gross negligence.
If Residential Funding Corporation is no longer the Master
Servicer hereunder Residential Funding
Corporation shall be paid reasonable compensation by any
successor Master Servicer hereto for so
acting as tax matters person.
(d) The Master Servicer shall prepare or cause to be
prepared all of the Tax Returns
that it determines are required with respect to the Trust Fund
and deliver such Tax Returns in a
timely manner to the Trustee and the Trustee shall sign and file
such Tax Returns in a timely
manner. The expenses of preparing such returns shall be borne by
the Master Servicer without any
right of reimbursement therefor. The Master Servicer agrees to
indemnify and hold harmless the
Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that
contain errors or omissions.
(e) The Master Servicer shall provide (i) to any
Transferor of a Class R 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
Trust Fund.
(f) The Master Servicer shall take such actions and
shall cause the Trust Fund to
take such actions as are reasonably within the Master Servicer's
control and the scope of its
duties more specifically set forth herein as shall be necessary
to maintain the status thereof as
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 Trust Fund 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 Trust Fund (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
Trust Fund, 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 Trust Fund or its assets, or causing the Trust Fund 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 Trust Fund, and the Trustee shall
not take any such action or cause
the Trust Fund 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 Trust Fund 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 Trust
Fund as defined in Section 860F(a)(2) of the Code, on "net income
from foreclosure property" of the
Trust Fund as defined in Section 860G(c) of the Code, on any
contributions to the Trust Fund 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
otherwise (iii) against amounts on deposit in the Custodial
Account as provided by Section 3.10 and
on the Distribution Date(s) following such reimbursement the
aggregate of such taxes shall be
allocated in reduction of the Accrued Certificate Interest on
each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest
Shortfall.
(h) The Trustee and the Master Servicer shall, for
federal income tax purposes,
maintain books and records with respect to the Trust Fund 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 Trust Fund 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 Trust Fund will not cause the
Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding or
subject the Trust Fund 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 Trust Fund will receive a fee or other compensation for
services nor permit either such
REMIC to receive any income from assets other than "qualified
mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each
Class of Certificates representing a regular interest in the
Trust Fund would be reduced to zero
is April 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 Trust Fund.
(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 Trust Fund pursuant to Article IX of
this Agreement or (iv) a purchase
of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for the
Trust Fund, nor sell or dispose of any investments in the
Custodial Account or the Certificate
Account for gain, nor accept any contributions to the Trust Fund
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 Trust
Fund to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC
Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the
Company and the Master
Servicer for any taxes and costs including, without limitation,
any reasonable attorneys fees
imposed on or incurred by the Trust Fund, the Company or the
Master Servicer, as a result of a
breach of the Trustee's covenants set forth in Article VIII or
this Article X.
(b) The Master Servicer agrees to indemnify the Trust
Fund, the Company and the
Trustee for any taxes and costs (including, without limitation,
any reasonable attorneys' fees)
imposed on or incurred by the Trust Fund, the Company or the
Trustee, as a result of a breach of
the Master Servicer's covenants set forth in this Article X or in
Article III with respect to
compliance with the REMIC Provisions, including without
limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master
Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be
amended from time to time by the
Company, the Master Servicer and the Trustee, without the consent
of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent
with any other provisions herein or therein or to correct any
error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be
necessary to maintain the qualification of the Trust Fund as a
REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of
the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim against
the Trust Fund, provided that the
Trustee has received an Opinion of Counsel to the effect that
(A) such action is necessary or
desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of
any such tax and (B) such action will not adversely affect in
any material respect the interests
of any Certificateholder,
(iv) to change the timing and/or nature of deposits into
the Custodial Account or the
Certificate Account or to change the name in which the
Custodial Account is maintained, provided
that (A) the Certificate Account Deposit Date shall in no event
be later than the related
Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely
affect in any material respect the interests of any
Certificateholder and (C) such change shall
not result in a reduction of the rating assigned to any Class
of Certificates below the lower
of the then-current rating or the rating assigned to such
Certificates as of the Closing Date,
as evidenced by a letter from each Rating Agency to such
effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other
provision hereof restricting transfer of the Class R
Certificates by virtue of their being the
"residual interests" in the Trust Fund, respectively, provided
that (A) such change shall not
result in reduction of the rating assigned to any such Class of
Certificates below the lower of
the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect,
and (B) such change shall not, as
evidenced by an Opinion of Counsel (at the expense of the party
seeking so to modify, eliminate
or add such provisions), cause either the Trust Fund or any of
the Certificateholders (other
than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not
a Permitted Transferee, or
(vi) to make any other provisions with respect to matters
or questions arising under this
Agreement or such Custodial Agreement which shall not be
materially inconsistent with the
provisions of this Agreement, provided that such action shall
not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be
amended from time to time by
the Company, the Master Servicer and the Trustee with the consent
of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or such
Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no
such amendment shall:
(i) reduce in any manner the amount of, or delay the
timing of, payments which are
required to be distributed on any Certificate without the
consent of the Holder of such
Certificate,
(ii) adversely affect in any material respect the
interest of the Holders of
Certificates of any Class in a manner other than as described
in clause (i) hereof without the
consent of Holders of Certificates of such Class evidencing, as
to such Class, Percentage
Interests aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of
Certificates of any Class the Holders of
which are required to consent to any such amendment, in any
such case without the consent of the
Holders of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not
consent to any amendment to this Agreement unless it shall have
first received an Opinion of
Counsel (at the expense of the party seeking such amendment) to
the effect that such amendment or
the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance
with such amendment will not result in the imposition of a
federal tax on the Trust Fund or cause
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 proposed Treasury regulations Section
1.860G-1(h) as it reads as of the Cut-
off Date. In connection with the provision of any such
instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or otherwise
amended in any manner that is
related or incidental to such instrument or fund or the
establishment or administration thereof,
such amendment to be made by written instrument executed or
consented to by the Company but without
the consent of any Certificateholder and without the consent of
the Master Servicer or the Trustee
being required unless any such amendment would impose any
additional obligation on, or otherwise
adversely affect the interests of the Class A Certificateholders,
the Class R Certificateholders,
the Class M Certificateholders, the Master Servicer or the
Trustee, as applicable; provided that
the Company obtains an Opinion of Counsel (which need not be an
opinion of Independent counsel) to
the effect that any such amendment will not cause (a) any federal
tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on
"prohibited transactions" under
Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section
860G(d)(1) of the Code and (b) 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, 8400
Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: Investor Relations,
Series 1995-S4 or such other address as may be hereafter
furnished to the Company and the Trustee
by the Master Servicer in writing, (c) in the case of the
Trustee, Four Albany Street, New York,
New York 10006, Attention: Residential Funding Corporation
Series 1995-S12 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 Duff & Phelps, 55 East Monroe Street, 35th Floor,
Chicago, Illinois 60603,
Attention: MBS Monitoring or such other address as may hereafter
be furnished to the Company, the
Trustee and the Master Servicer in writing by Duff & Phelps and
(e) in the case of Standard &
Poor's, 25 Broadway, New York, New York 10004, or such other
addresses 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 Agencies.
The Company, the Master Servicer or the Trustee, as
applicable, shall notify each Rating
Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to
give notice of the occurrence of, any of the events described in
clause (a), (b), (c), (d), (g),
(h), (i) or (j) below or provide a copy to each Rating Agency at
such time as otherwise required
to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and
(f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master
Servicer or Trustee or a change
in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's
blanket fidelity bond and the
errors and omissions insurance policy required by Section 3.12
or the cancellation or
modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders
of each Class of Certificates
pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to
Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or
the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to
the Holders of any Class of
Certificates resulting from the failure by the Master Servicer
to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence
of the events described in clauses
(d), (g) or (h) above, the Master Servicer shall provide prompt
written notice to each Rating
Agency and the Subservicer of any such event known to the Master
Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements,
provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the
Holders thereof.
Section 11.08. Supplemental Provisions for
Resecuritization.
This Agreement may be supplemented by means of the
addition of a separate Article hereto
(a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued
hereunder, under the following circumstances. With respect to
any Class or Classes of Certificates
issued hereunder, or any portion of any such Class, as to which
the Company or any of its
Affiliates (or any designee thereof) is the registered Holder
(the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a
new REMIC, grantor trust or
custodial arrangement (a "Restructuring Vehicle") to be held by
the Trustee pursuant to a
Supplemental Article. The instrument adopting such Supplemental
Article shall be executed by the
Company, the Master Servicer and the Trustee; provided, that
neither the Master Servicer nor the
Trustee shall withhold their consent thereto if their respective
interests would not be materially
adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any
way affect any provisions of this Agreement as to any of the
Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not
constitute an "amendment" of this
Agreement subject to the requirements of Section 11.01.
Each Supplemental Article shall set forth all necessary
provisions relating to the holding
of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle,
the issuing of various classes of new certificates by the
Restructuring Vehicle and the
distributions to be made thereon, and any other provisions
necessary to the purposes thereof. In
connection with each Supplemental Article, the Company shall
deliver to the Trustee an Opinion of
Counsel to the effect that (i) the Restructuring Vehicle will
qualify as a REMIC, grantor trust or
other entity not subject to taxation for federal income tax
purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust
Fund as a REMIC or result in the
imposition of a tax upon the Trust Fund (including but not
limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC
as set forth in Section 860(G)(d) of the Code. IN WITNESS
WHEREOF, the Company, the
Master Servicer and the Trustee have caused their names to be
signed hereto by their respective
officers thereunto duly authorized and their respective seals,
duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Jill M. Davis
Title: Vice President
Attest:
Name: Diane Wold
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name: Diane Wold
Title: Director
Attest:
Name: Jill M. Davis
Title: Director
BANKERS TRUST COMPANY, as
Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF )
On the 30th day of August, 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 )
On the 30th day of August, 1995 before me, a
notary public in and for said
State, personally appeared Diane Wold, known to me to be a
Director of Residential Funding
Corporation, one of the corporations that executed the within
instrument, and also known to me to
be the person who executed it on behalf of said corporation, and
acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal
the day and year in this certificate first above written.
Notary Public
[Notarial Seal] STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 30th day of May, 1995 before me, a notary
public in and for said State,
personally appeared ______________________, known to me to be a
______________________ of Bankers
Trust Company, a banking corporation that executed the within
instrument, and also known to me to
be the person who executed it on behalf of said corporation, and
acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal
the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A _____ CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE CLASS A ___ CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED
BELOW).]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S.
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF
THIS CERTIFICATE IS AUGUST 30, 1995. 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] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ___% AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE
PRINCIPAL BALANCE] [NOTIONAL AMOUNT], COMPUTED USING THE
APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE
STANDARD PREPAYMENT ASSUMPTION OR
AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH
RATE.]
Certificate No. ____ [___%][Variable]
Pass-Through Rate
Class A-__ Senior [___%] [Initial]
Pass-Through Rate
[based on a Notional
Amount]
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
___%]
August 1, 1995
Aggregate [Initial
Certificate Principal Balance]
First Distribution Date: [Notional Amount] of the
Class A-__ Certificates:
September 25, 1995 $_____________]
Master Servicer: [Initial] [Certificate Principal
Residential Funding Corporation Balance] [Notional
Amount] of this Certificate:
$_____________]
Assumed Final Distribution Date:
August 25, 2010 CUSIP ______-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1995-S12
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 a pool of
conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed
and sold by Residential Funding
Mortgage Securities I, Inc. (hereinafter called the "Company,"
which term includes any successor
entity under the Agreement referred to below). The Trust Fund
was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master
Servicer and Bankers Trust Company, as trustee (the "Trustee"), a
summary of certain of the
pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is
issued under and is subject to the terms, provisions and
conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which
such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to
Holders of Class A-__ Certificates on such Distribution Date.
[The Notional Amount of the Class A-5
Certificates as of any date of determination is equal to the
aggregate Certificate Principal
Balance of all Classes of Certificates.] [The Class A-5
Certificates have no Certificate Principal
Balance.]
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. [The Initial Certificate Principal
Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of distributions
allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
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: August 30, 1995 BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates
referred to in the within-mentioned
Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
________________
_________________________________________________________________
________________
_________________________________________________________________
________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of the Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalfof assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_____________
_________________________________________________________________
________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT B
FORM OF CLASS M- __ CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES AND CLASS R
CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF OR WITH "PLAN ASSETS" OF SUCH PLAN
IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE DATE OF THIS
CERTIFICATE IS AUGUST 30, 1995. 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. ___ ____% 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:
August 1, 1995 Initial Certificate
Principal Balance
of this Certificate:
First Distribution Date: $_______________
September 25, 1995
CUSIP: ______-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S12
evidencing a percentage interest in any distributions
allocable to
the Class M-__ Certificates with respect to the Trust
Fund consisting
primarily of a pool of conventional one- to
four-family fixed
interest rate first mortgage loans formed and sold by
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the
assets of the Trust Fund, and does
not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the
Master Servicer, the Trustee referred to below or GMAC Mortgage
Corporation or any of their
affiliates. Neither this Certificate nor the underlying Mortgage
Loans are guaranteed or insured
by any governmental agency or instrumentality or by Residential
Funding Mortgage Securities I,
Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates.
[None of the Company, the Master Servicer, GMAC Mortgage
Corporation or any of their affiliates
will have any obligation with respect to any certificate or other
obligation secured by or payable
from payments on the Certificates.]
This certifies that _________________________ is
the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal
Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class M-__
Certificates, both as specified above) in certain distributions
with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities
I, Inc. (hereinafter called the "Company," which term includes
any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class M-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all
amounts held by or on behalf of the Trustee and required to be
paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan
subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the
Master Servicer or the Company from
the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such
Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but
does not require, the Master Servicer or the Company to (i)
purchase at a price determined as
provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any
Mortgage Loan or (ii) purchase in whole, but not in part, all of
the Certificates from the Holders
thereof; provided, that any such option may only be exercised if
the Pool Stated Principal Balance
of the Mortgage Loans as of the Distribution Date upon which the
proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans.
Unless the certificate of authentication hereon
has been executed by the
Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly
executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
________________
_________________________________________________________________
________________
_________________________________________________________________
________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of the Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_____________
_________________________________________________________________
________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT C
FORM OF CLASS B ___ CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A CERTIFICATES, CLASS R
CERTIFICATES AND CLASS M CERTIFICATES [AND CLASS B __
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW
AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
(THE "CODE") UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF OR WITH
"PLAN ASSETS" OF SUCH PLAN IS
PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION
IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "REGULAR INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY
FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE
OF THIS CERTIFICATE IS AUGUST 30, 1995. 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. __ ____% Pass-Through
Rate
Class B __ Subordinate Aggregate Certificate
Principal Balance
of the Class B__
Certificates
Date of Pooling and Servicing as of the Cut-off
Date:
Agreement and Cut-off Date: $_______________
August 1, 1995
Initial Certificate
Principal Balance
First Distribution Date: of this Certificate:
September 25, 1995 $_______________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S12
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 ___________________________
is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal
Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class B __
Certificates, both as specified above) in certain distributions
with respect to a Trust Fund
consisting primarily of a pool of conventional one- to
four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities
I, Inc. (hereinafter called the "Company," which term includes
any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to
the Person in whose name this Certificate is registered at the
close of business on the last day
(or if such last day is not a Business Day, the Business Day
immediately preceding such last day)
of the month next preceding the month of such distribution (the
"Record Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class B __ Certificates on such Distribution Date.
Distributions on this Certificate will be made
either by the Master Servicer
acting on behalf of the Trustee or by a Paying Agent appointed by
the Trustee in immediately
available funds (by wire transfer or otherwise) for the account
of the Person entitled thereto if
such Person shall have so notified the Master Servicer or such
Paying Agent, or by check mailed to
the address of the Person entitled thereto, as such name and
address shall appear on the
Certificate Register.
Notwithstanding the above, the final
distribution on this Certificate will be
made after due notice of the pendency of such distribution and
only upon presentation and surrender
of this Certificate at the office or agency appointed by the
Trustee for that purpose in the City
and State of New York. The Initial Certificate Principal Balance
of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to the extent of the distributions
allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B __ Certificate will
be made unless such transfer
is exempt from the registration requirements of the Securities
Act of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said Act and laws. In the event
that such a transfer is to be made, (i) the Trustee or the
Company may require an opinion of
counsel acceptable to and in form and substance satisfactory to
the Trustee and the Company that
such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is
being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and
of any applicable statute of any state and (ii) the transferee
shall execute an investment letter
in the form described by the Agreement. The Holder hereof
desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Company, the
Master Servicer and the
Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the
transfer is not so exempt or is not made in accordance with such
Federal and state laws. In
connection with any such transfer, the Trustee will also require
(i) a representation letter, in
the form as described by the Agreement, stating that the
transferee is not, and is not using "plan
assets" of, an employee benefit plan or other plan subject to the
prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or Section 4975 of the
Code, or (ii) if such transferee is, or is using "plan assets"
of, such a plan subject to ERISA,
an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the
Company and the Master Servicer with respect to the
permissibility of such transfer under
applicable law and stating, among other things, that the
transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt
prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code.
This Certificate is one of a duly authorized
issue of Certificates issued in
several Classes designated as Mortgage Pass-Through Certificates
of the Series specified hereon
(herein collectively called the "Certificates").
The Certificates are limited in right of payment
to certain collections and
recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the
Agreement. In the event Master Servicer funds are advanced with
respect to any Mortgage Loan, such
advance is reimbursable to the Master Servicer, to the extent
provided in the Agreement, from
related recoveries on such Mortgage Loan or from other cash that
would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from
the Custodial Account and/or
the Certificate Account created for the benefit of
Certificateholders may be made by the Master
Servicer from time to time for purposes other than distributions
to Certificateholders, such
purposes including without limitation reimbursement to the
Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions
therein provided, the amendment
of the Agreement and the modification of the rights and
obligations of the Company, the Master
Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time
by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of
Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be
conclusive and binding on such Holder and upon all future holders
of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not
notation of such consent is made upon the Certificate. The
Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the
Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to
certain limitations therein set
forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender
of this Certificate for registration of transfer at the offices
or agencies appointed by the
Trustee in the City and State of New York, duly endorsed by, or
accompanied by an assignment in the
form below or other written instrument of transfer in form
satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized
in writing, and thereupon one or more new Certificates of
authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to
the designated transferee or
transferees.
The Certificates are issuable only as registered
Certificates without coupons
in Classes and in denominations specified in the Agreement. As
provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are exchangeable for new
Certificates of authorized denominations evidencing the same
Class and aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee
and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or
the Certificate Registrar may
treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes,
and neither the Company, the Master Servicer, the Trustee nor any
such agent shall be affected by
notice to the contrary.
This Certificate shall be governed by and
construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in
respect of the Certificates and
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: August 30, 1995 BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B __ Certificates
referred to in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
________________
_________________________________________________________________
________________
_________________________________________________________________
________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of the Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_____________
_________________________________________________________________
________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A "RESIDUAL INTEREST" IN A "REAL
ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS
AMENDED, OR SECTION 4975 OF THE CODE, UNLESS THE TRANSFEREE
PROVIDES AN OPINION OF COUNSEL
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS
CERTIFICATE BY, ON BEHALF OF OR WITH "PLAN ASSETS" OF SUCH PLAN
IS PERMISSIBLE UNDER APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH
TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL
SUBDIVISION THEREOF, ANY POSSESSION
OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF
THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES
ARE SUBJECT TO TAX AND, EXCEPT FOR
THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED
BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY
OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS'
COOPERATIVES DESCRIBED IN SECTION 521
OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE CODE (INCLUDING THE TAX
IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND
TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(A)(2)(C) OF THE
CODE AND (E) ANY OTHER PERSON SO
DESIGNATED BY THE TRUSTEE BASED UPON AN OPINION OF COUNSEL THAT
THE HOLDING OF AN OWNERSHIP
INTEREST IN A CLASS R CERTIFICATE BY SUCH PERSON MAY CAUSE 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
(ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED
TO AS A "DISQUALIFIED
ORGANIZATION") OR AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO
PURPOSE OF SUCH TRANSFER IS TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. THE TERMS "UNITED
STATES," "STATE" AND "INTERNATIONAL ORGANIZATION" SHALL HAVE THE
MEANINGS SET FORTH IN SECTION 7701
OF THE CODE OR SUCCESSOR PROVISIONS. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER
OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE
OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH
HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO
THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. ___ ____% Pass-Through
Rate
Class R Senior Aggregate Initial
Certificate Principal
Balance of the Class R
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
August 1, 1995 Initial Certificate
Principal Balance
of this Certificate:
First Distribution Date: $_______________
September 25, 1995
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP ______-_____
Assumed Final Distribution Date:
August 25, 2010
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1995-S12
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 Trust
Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities
I, Inc. (hereinafter called the "Company," which term includes
any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This
Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by which such Holder is bound.
Pursuant to the terms of the Agreement, a
distribution will be made on the
25th day of each month or, if such 25th day is not a Business
Day, the Business Day immediately
following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in
whose name this Certificate is registered at the close of
business on the last day (or if such last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month
immediately preceding the month of such distribution (the "Record
Date"), from the Available
Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to
Holders of Class 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: August 30, 1995 BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred
to in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
_________________________________________________________________
________________
_________________________________________________________________
________________
_________________________________________________________________
________________
(Please print or typewrite name, address including postal zip
code, and Taxpayer Identification Number of assignee)
a Percentage Interest equal to ____% evidenced by the within
Mortgage Pass-Through Certificate and
hereby authorize(s) the registration of transfer of such interest
to assignee on the Certificate
Register of the Trust Fund.
I (we) further direct the Certificate Registrar to
issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and
deliver such Certificate to the
following address:
______________________________________________________________
_________________________________________________________________
_____________.
Dated:
_______________________________________
Signature by or on behalf of assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for
purposes of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available
funds to
_________________________________________________________________
_____________
_________________________________________________________________
________________ for the account
of
______________________________________________________________
account number ________________,
or, if mailed by check, to ____________________
__________________________________________________.
Applicable statements should be mailed to
_____________________________________. This information
is provided by
___________________________________________________, the assignee
named above, or
_____________________________, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and
supplemented from time to time, the
"Agreement"), dated as of August 1, 1995, by and among BANKERS
TRUST COMPANY, as Trustee (including
its successors under the Pooling Agreement defined below, the
"Trustee"), RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC. (together with any successor in
interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any
successor in interest or successor under
the Pooling Agreement referred to below, the "Master Servicer"),
and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION (together with any successor in interest or
any successor appointed hereunder,
the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and
the Trustee have entered into
a Pooling and Servicing Agreement dated as of August 1, 1995,
relating to the issuance of
Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1995-
S12 (as in effect on the date of this agreement, the "Original
Pooling Agreement," and as amended
and supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as
agent for the Trustee for the
purposes of receiving and holding certain documents and other
instruments delivered by the Company
and the Master Servicer under the Pooling Agreement, all upon the
terms and conditions and subject
to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian
hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not
defined herein shall have the
meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context
herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent;
Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of
the Mortgage Files relating to the Mortgage Loans identified on
the schedule attached hereto (the
"Mortgage Files") and declares that it holds and will hold the
Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and
future Certificateholders.
Section 2.2. Recordation of Assignments. If
any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been
recorded, each such assignment shall be delivered by the
Custodian to the Company for the purpose
of recording it in the appropriate public office for real
property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for
real property records each such assignment and, upon receipt
thereof from such public office, shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the
Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of
a Mortgage File for each Mortgage Loan listed on the Schedule
attached hereto (the "Mortgage Loan
Schedule").
(b) Within 45 days of the initial issuance of
the Certificates, the Custodian
agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall deliver to the Trustee an
Interim Certification in the form annexed hereto as Exhibit Two
to the effect that all documents
required to be delivered pursuant to Section 2.01(b) of the
Pooling Agreement have been executed
and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan
Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification.
Within 45 days of receipt of the documents required to be
delivered pursuant to Section 2.01(c) of
the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and
shall deliver to the Trustee either (i) an Interim Certification
in the form attached hereto as
Exhibit Two to the effect that all such documents relate to the
Mortgage Loans identified on the
Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim
Certification or (ii) a Final Certification as set forth in
subsection (c) below. The Custodian
shall be under no duty or obligation to inspect, review or
examine said documents, instruments,
certificates or other papers to determine that the same are
genuine, enforceable, or appropriate
for the represented purpose or that they have actually been
recorded or that they are other than
what they purport to be on their face. If in performing the
review required by this Section 2.3
the Custodian finds any document or documents constituting a part
of a Mortgage File to be
defective in any material respect, the Custodian shall promptly
so notify the Company, the Master
Servicer and the Trustee. Upon receipt of written notification
from the Master Servicer, signed
by a Servicing Officer, that the Master Servicer or a
Subservicer, as the case may be, has made a
deposit into the Certificate Account in payment for the purchase
of the related Mortgage Loan in
an amount equal to the Purchase Price for such Mortgage Loan, the
Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to
be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in
the form annexed hereto as Exhibit
Three evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the
Trustee, the Custodian shall as soon
as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage
Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation
or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by a Seller in a Seller's
Agreement or by Residential Funding or the Company in the
Assignment Agreement with respect to a
Mortgage Loan relating to a Mortgage File, the Custodian shall
give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or
payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that
payment in full will be escrowed in a manner customary for such
purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which
certification shall include a statement
to the effect that all amounts received or to be received in
connection with such payment which are
required to be deposited in the Custodial Account pursuant to
Section 3.07 of the Pooling Agreement
have been or will be so deposited) of a Servicing Officer and
shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such
certification and request, promptly to
release to the Master Servicer the related Mortgage File. The
Master Servicer shall deliver to the
Custodian and the Custodian agrees to accept the Mortgage Note
and other documents constituting the
Mortgage File with respect to any Qualified Substitute Mortgage
Loan.
From time to time as is appropriate for the
servicing or foreclosures of any
Mortgage Loan, including, for this purpose, collection under any
Primary Insurance Policy or any
Mortgage Pool Insurance Policy, the Master Servicer shall deliver
to the Custodian a certificate
of a Servicing Officer requesting that possession of all, or any
document constituting part, of the
Mortgage File be released to the Master Servicer and certifying
as to the reason for such release
and that such release will not invalidate any insurance coverage
provided in respect of the
Mortgage Loan under any of the Required Insurance Policies. With
such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a Servicing Officer on behalf of
the Master Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage
File or such document to the Master Servicer. The Master
Servicer shall cause each Mortgage File
or any document therein so released to be returned to the
Custodian when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan
has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Custodial Account or
(ii) the Mortgage File or such document has been delivered to an
attorney, or to a public trustee
or other public official as required by law, for purposes of
initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-
judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which such Mortgage File or such
document was delivered and the purpose or purposes of such
delivery. In the event of the
liquidation of a Mortgage Loan, the Custodian shall deliver the
Trust Receipt with respect thereto
to the Master Servicer upon deposit of the related Liquidation
Proceeds in the Custodial Account
as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the
event that any assumption
agreement or substitution of liability agreement is entered into
with respect to any Mortgage Loan
subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the
Master Servicer shall notify the Custodian that such assumption
or substitution agreement has been
completed by forwarding to the Custodian the original of such
assumption or substitution agreement,
which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part
of such Mortgage File to the same extent as all other documents
and instruments constituting parts
thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of
the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting
each Mortgage File which are
delivered to the Custodian, the Custodian is exclusively the
bailee and agent of the Trustee and
has no instructions to hold any Mortgage Note or Mortgage for the
benefit of any person other than
the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in
this Agreement. Except upon
compliance with the provisions of Section 2.5 of this Agreement,
no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the
Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Company
hereby agrees to indemnify and
hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or
proceedings at law or in equity, or any other expenses, fees or
charges of any character or nature,
which the Custodian may incur or with which the Custodian may be
threatened by reason of its acting
as custodian under this Agreement, including indemnification of
the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian
has been approved by the Company,
and the cost of defending any action, suit or proceedings or
resisting any claim. Notwithstanding
the foregoing, it is specifically understood and agreed that in
the event any such claim,
liability, loss, action, suit or proceeding or other expense, fee
or charge shall have been caused
by reason of any negligent act, negligent failure to act or
willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of its
duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates.
The Custodian in its individual
or any other capacity may become the owner or pledgee of
Certificates with the same rights it would
have if it were not Custodian.
Section 3.4. Master Servicer to Pay
Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian
shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and
performance of any of the powers and duties hereunder of the
Custodian, and the Master Servicer
will pay or reimburse the Custodian upon its request for all
reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any
of the provisions of this
Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel
and of all persons not regularly in its employ), except any such
expense, disbursement or advance
as may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May
Remove Custodian. The
Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and
duties relate to its acting as Custodian of the Mortgage Loans.
Upon receiving such notice of
resignation, the Trustee shall either take custody of the
Mortgage Files itself and give prompt
notice thereof to the Company, the Master Servicer and the
Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of which instrument shall be
delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall
not have taken custody of the Mortgage Files and no successor
Custodian shall have been so
appointed and have accepted appointment within 30 days after the
giving of such notice of
resignation, the resigning Custodian may petition any court of
competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any
time. In such event, the Trustee
shall appoint, or petition a court of competent jurisdiction to
appoint, a successor Custodian
hereunder. Any successor Custodian shall be a depository
institution subject to supervision or
examination by federal or state authority and shall be able to
satisfy the other requirements
contained in Section 3.7 and shall be unaffiliated with the
Master Servicer or the Company.
Any resignation or removal of the Custodian and
appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the
Company and the Master Servicer of the appointment of any
successor Custodian. No successor
Custodian shall be appointed by the Trustee without the prior
approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of
Custodian. Any Person into which the
Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting
from any merger, conversion or consolidation to which the
Custodian shall be a party, or any Person
succeeding to the business of the Custodian, shall be the
successor of the Custodian hereunder,
without the execution or filing of any paper or any further act
on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
Section 3.7. Representations of the Custodian.
The Custodian hereby
represents that it is a depository institution subject to
supervision or examination by a federal
or state authority, has a combined capital and surplus of at
least $10,000,000 and is qualified to
do business in the jurisdictions in which it will hold any
Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests,
consents and demands and other
communications required under this Agreement or pursuant to any
other instrument or document
delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be
delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid,
return receipt requested, at the addresses specified on the
signature page hereof (unless changed
by the particular party whose address is stated herein by similar
notice in writing), in which case
the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or
amendment of or supplement to
this Agreement shall be valid or effective unless the same is in
writing and signed by all parties
hereto, and neither the Company, the Master Servicer nor the
Trustee shall enter into any amendment
hereof except as permitted by the Pooling Agreement. The Trustee
shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement
and furnish the Custodian with
written copies thereof.
Section 4.3. Governing Law. This Agreement
shall be deemed a contract made
under the laws of the State of New York and shall be construed
and enforced in accordance with and
governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the
extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate
public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties
subject to the Mortgages are situated, and in any other
appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction
by the Trustee (pursuant to the request of holders of
Certificates evidencing undivided interests
in the aggregate of not less than 25% of the Trust Fund), but
only upon direction accompanied by
an Opinion of Counsel reasonably satisfactory to the Master
Servicer to the effect that the failure
to effect such recordation is likely to materially and adversely
affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation
of this Agreement as herein
provided and for other purposes, this Agreement may be executed
simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts
shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If
any one or more of the
covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way
affect the validity or enforceability of the other provisions of
this Agreement or of the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: BANKERS TRUST COMPANY
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1995-S4
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Jill M. Davis
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name: Diane Wold
Title: Vice President
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of August, 1995, before me, a notary
public in and for said State,
personally appeared _______________________, known to me to be a
Vice President of Bankers Trust
Company, a ________ banking corporation that executed the within
instrument, and also known to me
to be the person who executed it on behalf of said corporation
and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and
year in this certificate first above written.
Notary Public
[SEAL]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of August, 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 ____ day of August, 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 ____ day of August, 1995, me, a notary public in
and for said State, personally
appeared ______________________, known to me to be a Vice
President of Residential Funding
Corporation, one of the corporations that executed the within
instrument, and also known to me to
be the person who executed it on behalf of said corporation, and
acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and
year in this certificate first above written.
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
___________________, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
Re: Custodial Agreement dated as of August 1, 1995, by
and among Bankers Trust Company,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1995-S12
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to
Section 2.02 of the Pooling Agreement, the undersigned, as
Custodian, hereby certifies that it has
received a Mortgage File (which contains an original Mortgage
Note) to the extent required in
Section 2.01(b) of the Pooling Agreement with respect to each
Mortgage Loan listed in the Mortgage
Loan Schedule.
Capitalized words and phrases used herein shall have the
respective meanings assigned to
them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
Re: Custodial Agreement dated as of April 1, 1995, by and
among Bankers Trust Company,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1995-S12
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent
required pursuant to Section 2.01(b) of the Pooling Agreement
with respect to each Mortgage Loan
listed in the Mortgage Loan Schedule, and it has reviewed the
Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have
been executed and received and that
such documents related to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any
exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to
them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
Re: Custodial Agreement dated as of April 1, 1995, by and
among Bankers Trust Company,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and
Norwest Bank Minnesota, National Association,
Mortgage Pass-Through Certificates,
Series 1995-S12
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule it has
received:
(i) The original Mortgage Note, endorsed without recourse
to the order of the Trustee
and showing an unbroken chain of endorsements from the
originator thereof to the Person
endorsing it to the Trustee or an original lost note affidavit
from the related Seller or
Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the
Mortgage certified by the public recording office in which such
mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording
indicated thereon or a copy of such assignment certified by the
public recording office in which
such assignment has been recorded;
(iv) The original recorded assignment or assignments of
the Mortgage showing an unbroken
chain of title from the originator thereof to the Person
assigning it to the Trustee or a copy
of such assignment or assignments of the Mortgage certified by
the public recording office in
which such assignment or assignments have been recorded;
(v) The original of each modification, assumption
agreement or preferred loan agreement,
if any, relating to such Mortgage Loan or a copy of each
modification, assumption agreement or
preferred loan agreement certified by the public recording
office in which such document has
been recorded;
(vi) The certificate of mortgage insurance, if any, or a
true and correct copy thereof;
and
(vii) The original power of attorney granted by the
Mortgagor in the event that the
related Mortgage Note or Mortgage was not signed by such
Mortgagor, or a true and correct copy
thereof.
Capitalized words and phrases used herein shall have the
respective meanings assigned to
them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 08/17/95 RFC DISCLOSURE SYSTEM
RFFSD175-01
AT : 15.06.01 NONFIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S12
CUTOFF : 08/01/95
POOL : 0004176
:
:
POOL STATUS: F
RFC LOAN # ORIG RATE ORIGINAL BAL
MAX NEG AM
MORTGAGOR NAME CURR RATE PRINCIPAL BAL
LN FEATURE
ADDRESS CURR NET ORIGINAL P+I
# OF UNITS
ADDRESS LINE 2 NOTE CEILING CURRENT P+I
LTV
CITY STATE ZIP NET CEILING NOTE DATE
VALUE
SERVICER LOAN # NOTE FLOOR 1ST PMT DT
MI CO CODE
SELLER LOAN # NET FLOOR MATURITY DT
MI CVG
INVSTR LOAN # GROSS MARGIN 1ST INTCHGDT
NXT INTCHGDT
S/S CODE NET MARGIN 1ST PMTCHGDT
NXT PMTCHGDT
INT CHG PRIOR DAYS 1ST YR FLR PMT CAP INCR
PMT CAP DECR
PMT TYPE 1ST YR CEIL INT FREQ MOS
PMT FREQ MOS
ORIG TERM ADJ INDEX PERIOD INCR
PERIOD DECR
NOTE LF INCR RND NOTE TYPE RND NOTE METH
RND NOTE FCTR
NET LF INCR RND NET TYPE RND NET METH
RND NET FCTR
NOTE LF DECR LOAN PURP CNVRT CODE
FROM WINDOW
NET LF DECR PROP TYPE CNVT INDEX
TO WINDOW
OCCP CODE CNVT MARGIN
_________________________________________________________________
_____________
1381236 8.5000 300,000.00
100
CALAME WILLIAM 8.5000 297,494.68
ZZ
93 TUNNEL SPRINGS 8.2500 2,954.22
1
.0000 2,954.22
64
PLACITAS NM 87043 .0000 04/28/95
470,000.00
0380117946 .0000 06/01/95
00
03589660 .0000 05/01/10
0
0 .0000 00/00/00
00/00/00
526/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 4 00
00/00/00
.0000 05 0
00/00/00
O .0000
1397224 8.2500 973,000.00
100
SIMMONDS MICHAEL 8.2500 970,249.91
ZZ
11125 PIERCE PLAZA 8.0000 9,439.47
1
.0000 9,439.47
70
OMAHA NE 68144 .0000 06/02/95
1,390,000.00
54896 .0000 08/01/95
00
54896 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
1
689/689 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402216 9.1250 50,000.00
100
HILL JR WILLIAM 9.1250 46,417.52
T
6050 EAST PEA RIDGE #305 8.8750 510.86
1
.0000 510.86
100
HUNTINGTON WV 25705 .0000 09/22/94
50,000.00
2008050 .0000 11/01/94
00
2008050 .0000 10/01/09
0
0 .0000 00/00/00
00/00/00
661/661 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1402217 8.7500 250,000.00
100
PRIESKORN JOHN 8.7500 243,738.16
ZZ
1135 BAJA WAY 8.5000 2,498.63
1
.0000 2,498.63
100
SAN MARCOS CA 92069 .0000 10/11/94
250,000.00
2019537 .0000 12/01/94
00
2019537 .0000 11/10/09
0
0 .0000 00/00/00
00/00/00
661/661 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402404 9.3750 444,000.00
100
PEARSON ROBERT 9.3750 434,674.55
T
75051 OVERSEAS HIGHWAY 9.1250 4,602.93
1
.0000 4,602.93
84
ISLAMORADA FL 33036 .0000 11/03/94
530,000.00
1
2028074 .0000 01/01/95
00
2028074 .0000 12/01/09
0
0 .0000 00/00/00
00/00/00
661/661 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402405 9.1250 47,920.00
100
GALATI CHRISTOPH 9.1250 46,758.23
T
2916 64TH STREET WEST UNIT 11 8.8750 489.60
1
.0000 489.60
80
BRADENTON FL 34209 .0000 10/14/94
59,900.00
1988989 .0000 12/01/94
00
1988989 .0000 11/01/09
0
0 .0000 00/00/00
00/00/00
661/661 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1402406 8.7500 220,000.00
100
AHUJA DEEPAK 8.7500 213,215.37
ZZ
4516 41ST AVENUE COURT 8.5000 2,198.79
1
.0000 2,198.79
98
ROCK ISLAND IL 61201 .0000 08/02/94
226,000.00
1981729 .0000 10/01/94
00
1981729 .0000 09/01/09
0
0 .0000 00/00/00
00/00/00
661/661 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402415 9.0000 80,500.00
100
TURPIN SHEILA 9.0000 78,299.46
ZZ
1
4987 GARDEN GROVE COURT 8.7500 816.48
1
.0000 816.48
100
GRAND PRAIRIE TX 75052 .0000 09/29/94
80,500.00
2020451 .0000 11/01/94
00
2020451 .0000 10/01/09
0
0 .0000 00/00/00
00/00/00
661/661 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402419 9.0000 790,000.00
100
WESTFALL THOMAS 9.0000 742,341.26
ZZ
5021 DENSMORE AVENUE 8.7500 8,012.71
1
.0000 8,012.71
100
ENCINO CA 91436 .0000 09/29/94
790,000.00
2002558 .0000 11/01/94
00
2002558 .0000 10/01/09
0
0 .0000 00/00/00
00/00/00
661/661 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1402421 9.0000 810,000.00
100
LEDDY MARK 9.0000 780,885.41
ZZ
203 LAWTON STREET 8.7500 8,215.56
1
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11 TOMNEY ROAD 8.1750 2,919.16
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MIDLAND PARK NJ 07432 .0000 04/28/95
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148 SHORE RUSH DR. 8.0000 2,910.42
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O .0000
1418938 8.1250 350,000.00
100
LAPORTA LINDA 8.1250 347,991.02
ZZ
6 WILDWOOD LANE 7.8750 3,370.89
1
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70
RYE NH 03870 .0000 05/12/95
500,000.00
0380119736 .0000 07/01/95
00
6510164 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
638/728 .0000 00/00/00
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0 .0000 .0000
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F .0000 0
0
180 0 .0000
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1418948 8.3750 300,000.00
100
FALACK SAMUEL 8.3750 297,466.81
ZZ
272 BEAUMONT STREET 8.1250 2,932.28
2
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52
BROOKLYN NY 11235 .0000 04/28/95
587,500.00
0380124645 .0000 06/01/95
00
1111006502 .0000 05/01/10
0
0 .0000 00/00/00
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100
MARTINEZ SERGIO 8.8750 217,825.07
ZZ
285 ST THOMAS AVENUE 8.6250 2,204.99
1
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63
KEY LARGO FL 33037 .0000 05/10/95
350,000.00
0380126079 .0000 07/01/95
00
1503044172 .0000 06/01/10
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100
BOGGS DAVID 9.0000 247,327.43
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5009 EAST 117TH STREET SOUTH 8.7500 2,535.67
1
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42
TULSA OK 74135 .0000 03/10/95
600,000.00
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100
JONES WALLACE 8.1250 973,570.27
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1821 CHASTAIN PARKWAY 7.8750 9,628.83
1
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60
PACIFIC PALISA CA 90272 .0000 10/06/94
1,690,000.00
0380126012 .0000 12/01/94
00
1562110123 .0000 11/01/09
0
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100
LANE RAYMOND 8.6250 988,948.32
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127 ALTA VISTA DRIVE 8.3750 9,920.81
1
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30
ATHERTON CA 94027 .0000 03/23/95
3,400,000.00
0380121146 .0000 05/01/95
00
1563102710 .0000 04/01/10
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1418960 8.3750 213,700.00
100
KELLAR CARL 8.3750 212,501.21
ZZ
472 WEST TEAKWOOD DRIVE 8.1250 2,088.76
1
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92
CHANDLER AZ 85248 .0000 05/05/95
232,294.00
0380124496 .0000 07/01/95
12
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30
0 .0000 00/00/00
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1
180 0 .0000
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1418961 8.3750 300,000.00
100
UTTER GREGORY 8.3750 297,466.81
ZZ
8 CAMERON PLACE 8.1250 2,932.28
1
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49
GROSSE POINTE MI 48230 .0000 04/03/95
620,000.00
0380124124 .0000 06/01/95
00
1581010410 .0000 05/01/10
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1419224 8.7500 111,000.00
100
WHITMAN MARY 8.7500 109,786.75
ZZ
3833 MINNESOTA LANE NORTH 8.5000 1,109.39
1
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67
PLYMOUTH MN 55446 .0000 03/31/95
166,900.00
450106737 .0000 05/01/95
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450106737 .0000 04/01/10
0
0 .0000 00/00/00
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1419230 8.7500 275,000.00
100
WARNER ROBERT 8.7500 272,753.89
ZZ
2320 GALAXY WAY 8.5000 2,748.48
1
.0000 2,748.48
73
LAKE ORION MI 48360 .0000 04/24/95
380,000.00
450119425 .0000 06/01/95
00
450119425 .0000 05/01/10
0
0 .0000 00/00/00
00/00/00
1
560/560 .0000 00/00/00
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0 .0000 .0000
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00/00/00
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00/00/00
O .0000
1419231 8.5000 244,000.00
100
BALL JAMES 8.5000 241,675.00
ZZ
95 GILLETTE CIRCLE PASS 8.2500 2,402.76
1
.0000 2,402.76
65
ST. CHARLES MO 63304 .0000 04/25/95
379,000.00
450120282 .0000 06/01/95
00
450120282 .0000 05/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
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0 .0000 .0000
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180 0 .0000
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.0000
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00/00/00
.0000 03 0
00/00/00
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1419232 8.3750 100,000.00
100
ARBAR BRANDY 8.3750 87,071.60
ZZ
5324 RENAISSANCE AVENUE 8.1250 977.43
1
.0000 977.43
26
SAN DIEGO CA 92122 .0000 04/19/95
390,000.00
450121827 .0000 06/01/95
00
450121827 .0000 05/01/10
0
0 .0000 00/00/00
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560/560 .0000 00/00/00
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1419233 8.5000 1,000,000.00
100
ZARRELLA RONALD 8.5000 991,648.92
ZZ
1250 W. LONG LAKE RD. 8.2500 9,847.40
1
.0000 9,847.40
67
BLOOMFIELD MI 48302 .0000 04/28/95
1,500,000.00
1
450124110 .0000 06/01/95
00
450124110 .0000 05/01/10
0
0 .0000 00/00/00
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00/00/00
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1419235 8.0000 300,000.00
100
BROWN FRANK 8.0000 298,260.30
R
2274 ARCADIA DRIVE 7.7500 2,866.96
1
.0000 2,866.96
58
ANCHORAGE AK 99517 .0000 05/02/95
520,000.00
450130794 .0000 07/01/95
00
450130794 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
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0 .0000 .0000
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0
180 0 .0000
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00/00/00
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00/00/00
O .0000
1419236 8.7500 200,000.00
100
LIEBERMAN JOE 8.7500 198,914.92
ZZ
145 SHEPHERD LANE 8.5000 1,998.90
1
.0000 1,998.90
37
ROSLYN HGTS NY 11577 .0000 05/12/95
550,000.00
450132295 .0000 07/01/95
00
450132295 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1419237 8.8750 105,000.00
100
RUSSELL CHRISTIE 8.8750 99,335.59
T
1
1014 GRINNELL STREET 8.6250 1,057.19
1
.0000 1,057.19
70
KEY WEST FL 33040 .0000 05/15/95
150,000.00
450133111 .0000 07/01/95
00
450133111 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
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0
180 0 .0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1419355 8.6250 90,000.00
100
JOHNSON JERRY 8.6250 89,046.54
ZZ
1711 WEST J STREET 8.3750 1,121.90
1
.0000 1,121.90
85
OAKDALE CA 95361 .0000 05/10/95
107,000.00
0380135187 .0000 07/01/95
11
16101720 .0000 06/01/05
17
0 .0000 00/00/00
00/00/00
051/728 .0000 00/00/00
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0 .0000 .0000
.0000
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0
120 0 .0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1419708 8.1250 187,500.00
100
ANDERSON RICHARD 8.1250 186,424.61
ZZ
1125 AUDUBON ROAD 7.8750 1,805.41
1
.0000 1,805.41
75
MT SHASTA CA 96067 .0000 05/11/95
250,000.00
0380126558 .0000 07/01/95
00
0001351931 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
440/728 .0000 00/00/00
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0 .0000 .0000
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0
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00/00/00
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1419747 8.0000 450,000.00
100
YAN PAUL 8.0000 448,699.57
ZZ
1505 CHELSEA ROAD 7.7500 4,300.43
1
.0000 4,300.43
49
SAN MARINO CA 91108 .0000 05/30/95
927,500.00
0380133752 .0000 08/01/95
00
889625 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
764/728 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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00/00/00
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1419750 7.2500 240,000.00
100
LAMAGNA RALPH 7.2500 227,593.31
ZZ
2759 JUDITH DRIVE 7.0000 2,190.88
1
.0000 2,190.88
74
BELLMORE NY 11710 .0000 03/21/94
328,000.00
0380135526 .0000 05/01/94
00
3705744293 .0000 04/01/09
0
0 .0000 00/00/00
00/00/00
163/728 .0000 00/00/00
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0 .0000 .0000
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0
180 0 .0000
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00/00/00
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00/00/00
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1419751 7.8750 370,000.00
100
ARCALAS EDWIN 7.8750 368,918.87
ZZ
871 PAPALALO PLACE 7.6250 3,509.26
1
.0000 3,509.26
72
HONOLULU HI 96825 .0000 06/20/95
520,000.00
1107499 .0000 08/01/95
00
1107499 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
536/536 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
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0
180 0 .0000
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1
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00/00/00
.0000 05 0
00/00/00
O .0000
1419924 7.2500 307,800.00
100
MABRY PHILLIP 7.2500 292,928.69
ZZ
9800 PROSPECT DRIVE 7.0000 2,809.79
1
.0000 2,809.79
90
ANCHORAGE AK 99516 .0000 04/07/94
342,000.00
221438534 .0000 06/01/94
14
221438534 .0000 05/01/09
17
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
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0
180 0 .0000
.0000
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00/00/00
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00/00/00
O .0000
1419990 8.8750 149,500.00
100
BAKER ALLENE 8.8750 148,697.92
ZZ
4000 DUVAL STREET 8.6250 1,505.24
4
.0000 1,505.24
65
AUSTIN TX 78751 .0000 05/17/95
230,000.00
0380124579 .0000 07/01/95
00
2011609 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
664/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
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.0000
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00/00/00
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00/00/00
O .0000
1420005 7.5000 125,000.00
100
MACELLARA JOSEPH 7.5000 124,622.48
ZZ
501 SOUTH BRANCH DRIVE 7.2500 1,158.77
1
UNIT A, BLDG 7 .0000 1,158.77
62
WHITEHOUSE STA NJ 08889 .0000 06/27/95
202,275.00
0380145681 .0000 08/01/95
00
150258 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
597/728 .0000 00/00/00
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0 .0000 .0000
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0
1
180 0 .0000
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1420019 8.5000 100,000.00
100
JOH MIN 8.5000 99,723.59
ZZ
916 HIDDEN HOLLOW DRIVE 8.2500 984.74
1
.0000 984.74
69
MARIETTA GA 30067 .0000 06/29/95
145,000.00
0380140765 .0000 08/01/95
00
UNKNOWN .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
A52/728 .0000 00/00/00
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0 .0000 .0000
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0
180 0 .0000
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00/00/00
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1420070 8.6250 63,600.00
100
NICCOLI DANIEL 8.6250 60,725.96
ZZ
14195 W 50TH AVE 8.3750 630.97
1
.0000 630.97
43
GOLDEN CO 80401 .0000 09/15/94
151,000.00
2355727 .0000 11/01/94
00
2355727 .0000 10/01/09
0
0 .0000 00/00/00
00/00/00
225/225 .0000 00/00/00
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00/00/00
O .0000
1420077 8.3750 204,000.00
100
SEGARRA ERIC 8.3750 195,672.61
ZZ
7 GRANDVIEW LANE 8.1250 1,993.95
1
.0000 1,993.95
51
THORNWOOD NY 10594 .0000 11/03/94
405,000.00
8803574 .0000 01/01/95
00
8803574 .0000 12/01/09
0
0 .0000 00/00/00
00/00/00
1
225/225 .0000 00/00/00
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0
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00/00/00
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00/00/00
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1420098 8.6250 40,000.00
100
COSKRAN CHARLES 8.6250 33,906.48
ZZ
152 BANK ST SE 8.3750 396.84
1
.0000 396.84
20
MINNEAPOLIS MN 55414 .0000 10/14/94
208,612.00
2355722 .0000 12/01/94
00
2355722 .0000 11/01/09
0
0 .0000 00/00/00
00/00/00
225/225 .0000 00/00/00
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0 .0000 .0000
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00/00/00
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O .0000
1420107 8.2500 55,000.00
100
SMITHWICK TED 8.2500 54,688.03
ZZ
LOT 5 SAPELO AVENUE 8.0000 533.58
1
.0000 533.58
62
TOWNSEND GA 31331 .0000 05/30/95
90,000.00
0380123332 .0000 07/01/95
00
107500 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
A52/728 .0000 00/00/00
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0 .0000 .0000
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00/00/00
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00/00/00
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1420113 8.3750 161,700.00
100
SHAFIK SAMIR 8.3750 149,191.66
ZZ
4 PHEASANT RUN 8.1250 1,580.50
1
.0000 1,580.50
70
ANDOVER MA 01810 .0000 10/28/94
233,000.00
1
2355760 .0000 12/01/94
00
2355760 .0000 11/01/09
0
0 .0000 00/00/00
00/00/00
225/225 .0000 00/00/00
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0 .0000 .0000
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0
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00/00/00
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1420117 8.5000 270,000.00
100
PEASE FRANK 8.5000 265,442.21
ZZ
6134 VAN ALSTINE AVENUE 8.2500 2,658.79
1
.0000 2,658.79
70
CARMICHAEL CA 95608 .0000 01/05/95
390,000.00
8501020 .0000 03/01/95
00
8501020 .0000 02/01/10
0
0 .0000 00/00/00
00/00/00
225/225 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
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0
180 0 .0000
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00/00/00
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00/00/00
O .0000
1420125 8.2500 380,000.00
100
HUNGERFORD JOHN 8.2500 365,446.90
ZZ
27 CRESTWOOD DRIVE 8.0000 3,686.53
1
.0000 3,686.53
64
CLAYTON MO 63105 .0000 06/10/94
600,000.00
2355696 .0000 08/01/94
00
2355696 .0000 07/01/09
0
0 .0000 00/00/00
00/00/00
225/225 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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00/00/00
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00/00/00
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1420133 8.8750 204,000.00
100
CASE II RANDLE 8.8750 198,945.32
ZZ
1
1059 BEACON BLUFF CT 8.6250 2,053.97
1
.0000 2,053.97
60
COLORADO SPRIN CO 80906 .0000 10/05/94
340,000.00
2355719 .0000 12/01/94
00
2355719 .0000 11/01/09
0
0 .0000 00/00/00
00/00/00
225/225 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
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0
180 0 .0000
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00/00/00
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00/00/00
O .0000
1420136 8.6250 240,000.00
100
MYHRE KENNETH 8.6250 233,923.39
ZZ
2135 KNAPP ST 8.3750 2,381.00
1
.0000 2,381.00
76
ST. PAUL MN 55108 .0000 10/11/94
319,000.00
2355278 .0000 12/01/94
00
2355278 .0000 11/01/09
0
0 .0000 00/00/00
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4507 EDINA BLVD 8.2500 3,003.46
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CUSTER SD 57730 .0000 09/13/94
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BEVERLY HILLS CA 90210 .0000 04/17/95
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1905 NORTHWOOD DRIVE 8.0000 2,347.74
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MARYVILLE TN 37803 .0000 04/20/95
440,000.00
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BLAUVELT NY 10913 .0000 05/25/95
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5422 17TH AVENUE 8.6250 2,265.40
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HYMAN BRUCE 8.6250 273,491.26
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160 EAST 65TH STREET 8.3750 2,728.23
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APT#18-C .0000 2,728.23
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NEW YORK NY 10021 .0000 05/17/95
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VOTANEK JAMES 8.6250 248,628.42
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1
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BARRINGTON IL 60010 .0000 05/18/95
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MUSE, JR RALPH 8.0000 724,868.01
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17 NORTHRIDGE LANE 7.7500 6,988.21
1
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LAFAYETTE CA 94549 .0000 04/18/95
975,000.00
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960,000.00
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1420550 8.5000 382,500.00
100
TESKE THOMAS 8.5000 379,305.71
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312 SAN COLLA STREET 8.2500 3,766.63
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SAN DIEGO CA 92037 .0000 04/20/95
510,000.00
0380155797 .0000 06/01/95
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100
BUTTER HOWARD 8.8750 397,456.15
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2938 SAN FELIPE ROAD 8.6250 4,023.35
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HOUSTON TX 77019 .0000 05/12/95
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0380154808 .0000 07/01/95
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KASHINSKY JOSEPH 7.8750 625,000.00
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14 BAYVIEW DRIVE 7.6250 5,927.82
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100
SMITH L 7.8750 262,430.93
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9125 PIONEERS COURT 7.6250 2,496.32
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NEWMAN RON 8.5000 160,189.76
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500,000.00
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BEL AIR CA 90077 .0000 05/30/95
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30 SHOREVIEW AVENUE 8.5000 2,998.35
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TEMPE AZ 85284 .0000 05/24/95
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121,000.00
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CALDWELL JIMMY 8.2500 129,262.59
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SAN ANTONIO TX 78248 .0000 05/24/95
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KISWANI ALI 8.2500 61,642.65
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CARROLLTON TX 75006 .0000 05/24/95
84,000.00
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DAO TRONG 7.5000 283,273.14
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VIENNA VA 22182 .0000 05/31/95
380,000.00
30816690127 .0000 07/01/95
00
30816690127 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
686/686 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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00/00/00
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1420740 8.2000 225,000.00
100
KHODADADIAN ROOBEN 8.2000 223,718.07
ZZ
1851 AYERS WAY 7.9500 2,176.28
1
.0000 2,176.28
66
BURBANK CA 91501 .0000 05/24/95
345,000.00
30816704449 .0000 07/01/95
00
30816704449 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
686/686 .0000 00/00/00
00/00/00
0 .0000 .0000
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180 0 .0000
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00/00/00
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00/00/00
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1
1420742 8.3000 136,500.00
100
BRENNAN MARGOT 8.3000 135,327.78
ZZ
6629 AUDUBON TRAIL 8.0500 1,328.22
1
.0000 1,328.22
70
LAKE WORTH FL 33467 .0000 05/31/95
195,000.00
30817000177 .0000 07/01/95
00
30817000177 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
686/686 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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00/00/00
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00/00/00
O .0000
1420745 7.7500 280,000.00
100
CHOE JAE-HO 7.7500 279,172.75
ZZ
6136 WOODED RUN DRIVE 7.5000 2,635.58
1
.0000 2,635.58
70
COLUMBIA MD 21044 .0000 06/05/95
400,000.00
30816806616 .0000 08/01/95
00
30816806616 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
686/686 .0000 00/00/00
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0 .0000 .0000
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1420746 8.1000 61,500.00
100
GIL JAIME 8.1000 61,323.84
ZZ
437 PALO ALTO DRIVE 7.8500 591.29
1
.0000 591.29
75
PALM SPRINGS FL 33461 .0000 06/05/95
82,000.00
30817000235 .0000 08/01/95
00
30817000235 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
686/686 .0000 00/00/00
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1420862 8.5000 337,500.00
100
MC MANUS ROBERT 8.5000 335,627.65
ZZ
4523 NORTH MURRAY AVENUE 8.2500 3,323.50
1
.0000 3,323.50
78
WHITEFISH BAY WI 53211 .0000 06/01/95
435,000.00
0380126343 .0000 07/01/95
00
5849880 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
313/728 .0000 00/00/00
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0 .0000 .0000
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0
180 0 .0000
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00/00/00
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00/00/00
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1420868 7.6250 442,150.00
100
MEHR SAMUEL 7.6250 440,829.23
ZZ
11354 WILLIAM PLAZA 7.5000 4,130.26
1
.0000 4,130.26
67
OMAHA NE 68144 .0000 06/16/95
660,000.00
57748 .0000 08/01/95
00
57748 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
689/689 .0000 00/00/00
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00/00/00
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00/00/00
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1420904 8.5000 338,544.13
100
PANNENBORG CHARLES 8.5000 334,972.96
ZZ
5203 ALBEMARLE STREET 8.2500 3,580.02
1
.0000 3,580.02
55
BETHESDA MD 20816 .0000 04/24/95
616,800.00
75187440 .0000 06/01/95
00
75187440 .0000 06/01/08
0
0 .0000 00/00/00
00/00/00
367/367 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
1
157 0 .0000
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00/00/00
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00/00/00
O .0000
1420932 8.1250 516,000.00
100
DRAYER JAN 8.1250 513,040.55
ZZ
5341 GOLDEN GATE AVENUE 7.8750 4,968.48
1
.0000 4,968.48
80
OAKLAND CA 94618 .0000 05/10/95
645,000.00
2124139 .0000 07/01/95
00
2124139 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
652/652 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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00/00/00
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00/00/00
O .0000
1420984 8.8750 295,200.00
100
SURLES RICHARD 8.8750 293,616.24
ZZ
60 EAGLE RIM ROAD 8.6250 2,972.21
1
.0000 2,972.21
90
UPPER SADDLE R NJ 07458 .0000 05/10/95
328,000.00
0380126939 .0000 07/01/95
10
650170 .0000 06/01/10
20
0 .0000 00/00/00
00/00/00
597/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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00/00/00
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00/00/00
O .0000
1421001 8.3750 276,500.00
100
CUNNINGHAM THOMAS 8.3750 274,948.93
ZZ
2954 WATERLEAF DRIVE 8.1250 2,702.58
1
.0000 2,702.58
70
GERMANTOWN TN 38138 .0000 05/15/95
395,000.00
0927608 .0000 07/01/95
00
0927608 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
1
640/640 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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.0000
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00/00/00
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00/00/00
O .0000
1421102 8.6500 262,500.00
100
FRANKEL NEIL 8.6500 261,063.06
ZZ
727 S DEARBORN 8.2500 2,608.08
1
SUITE 412 .0000 2,608.08
75
CHICAGO IL 60605 .0000 05/16/95
350,000.00
3224210 .0000 07/01/95
00
3224210 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
169/169 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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00/00/00
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00/00/00
O .0000
1421130 8.5000 497,430.00
100
MOSKOWITZ JOEL 8.5000 439,501.61
ZZ
12 CORNCRIB LANE 8.2500 4,898.39
1
.0000 4,898.39
67
NORTH HEMPSTEA NY 11577 .0000 06/19/92
750,000.00
160439489 .0000 08/01/92
00
160439489 .0000 07/01/07
0
0 .0000 00/00/00
00/00/00
144/144 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1421175 8.7500 116,700.00
100
BRANCATO JOHN 8.7500 112,759.39
ZZ
229 EAST 8TH ST 7.8750 1,166.36
1
.0000 1,166.36
70
CLIFTON NJ 07011 .0000 07/19/94
167,000.00
1
6000095 .0000 09/01/94
00
6000095 .0000 08/01/09
0
0 .0000 00/00/00
00/00/00
635/635 .0000 00/00/00
00/00/00
0 .0000 .0000
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F .0000 0
0
180 0 .0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1421184 8.7500 83,000.00
100
HAMMOND MARILYN 8.7500 82,092.76
ZZ
4 GREENWICH HILLS DR 7.8750 829.55
1
.0000 829.55
25
GREENWICH CT 06831 .0000 02/24/95
335,000.00
6113500 .0000 05/01/95
00
6113500 .0000 04/01/10
0
0 .0000 00/00/00
00/00/00
635/635 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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.0000
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00/00/00
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00/00/00
O .0000
1421185 8.7500 147,000.00
100
HORNIK BRUCE 8.7500 143,557.54
ZZ
21 PINE DRIVE 7.8750 1,469.19
1
.0000 1,469.19
69
MILLSTONE TOWN NJ 08514 .0000 01/27/95
215,500.00
6059737 .0000 03/01/95
00
6059737 .0000 02/01/10
0
0 .0000 00/00/00
00/00/00
635/635 .0000 00/00/00
00/00/00
0 .0000 .0000
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0
180 0 .0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1421186 8.7500 81,000.00
100
PRUSAK JOHN 8.7500 78,501.97
ZZ
1
38 OLD FARMS RD 7.8750 809.56
1
.0000 809.56
60
WILLINGTON CT 06279 .0000 08/01/94
135,000.00
6030043 .0000 10/01/94
00
6030043 .0000 09/01/09
0
0 .0000 00/00/00
00/00/00
635/635 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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.0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1421188 8.2500 125,000.00
100
SARRAF RAMIN 8.2500 120,596.31
ZZ
9 DIANA'S TR 7.8750 1,212.68
1
.0000 1,212.68
29
ROSLYN NY 11576 .0000 07/08/94
440,000.00
6001606 .0000 09/01/94
00
6001606 .0000 08/01/09
0
0 .0000 00/00/00
00/00/00
635/635 .0000 00/00/00
00/00/00
0 .0000 .0000
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F .0000 0
0
180 0 .0000
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.0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1421196 8.6250 75,000.00
100
VIEIRA RUI 8.6250 71,875.70
ZZ
5 ROSELLE AVE 7.8750 744.07
1
.0000 744.07
40
CRANFORD NJ 07016 .0000 07/25/94
192,000.00
6044325 .0000 09/01/94
00
6044325 .0000 08/01/09
0
0 .0000 00/00/00
00/00/00
635/635 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1
1421228 8.5000 315,000.00
100
BRIESS MONICA 8.5000 312,369.41
ZZ
50 SUTTON PLACE SOUTH 8.2500 3,101.93
197
14A .0000 3,101.93
50
NEW YORK NY 10022 .0000 04/28/95
630,000.00
445819 .0000 06/01/95
00
445819 .0000 05/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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.0000
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.0000 1 00
00/00/00
.0000 14 0
00/00/00
O .0000
1421234 8.5000 325,000.00
100
FORTUNE JAMES 8.5000 323,196.98
ZZ
75 SOUTH DEEPLANDS 8.2500 3,200.41
1
.0000 3,200.41
56
GROSSE POINTE MI 48236 .0000 05/04/95
590,000.00
526649 .0000 07/01/95
00
526649 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
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F .0000 0
0
180 0 .0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1421275 8.7500 237,600.00
100
WOODY STEPHEN 8.7500 236,310.94
ZZ
3660 CLAREMORE AVENUE 8.5000 2,374.69
1
.0000 2,374.69
80
LONG BEACH CA 90808 .0000 05/16/95
297,000.00
0380127473 .0000 07/01/95
00
1071500 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
083/728 .0000 00/00/00
00/00/00
0 .0000 .0000
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F .0000 0
0
180 0 .0000
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1
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00/00/00
.0000 05 0
00/00/00
O .0000
1421459 7.8750 300,000.00
100
HEWITT RICHARD 7.8750 298,241.05
ZZ
1932 BLUE RIDGE ROAD 7.6250 2,845.35
1
.0000 2,845.35
60
CHARLOTTESVILL VA 22903 .0000 05/19/95
500,000.00
0380128836 .0000 07/01/95
00
412005102 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
575/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1421500 8.6250 293,650.00
100
TESSIER YANNICK 8.6250 292,038.97
ZZ
10931 N.W. 3RD STREET 8.3750 2,913.24
1
.0000 2,913.24
80
PLANTATION FL 33324 .0000 05/31/95
367,077.00
842173 .0000 07/01/95
00
842173 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
232/232 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1421522 8.3750 284,000.00
100
PATEL BABUL 8.3750 282,724.15
ZZ
757 SNOWDON COURT 8.1250 2,775.90
1
.0000 2,775.90
80
WALNUT CREEK CA 94598 .0000 06/19/95
355,000.00
2299345 .0000 08/01/95
00
2299345 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
356/356 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
1
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1421523 8.3750 317,250.00
100
PLASTERER MICHAEL 8.3750 317,250.00
ZZ
64 HILLVIEW AVE 8.1250 3,100.89
1
.0000 3,100.89
41
LOS ALTOS CA 94022 .0000 06/29/95
790,000.00
2299881 .0000 09/01/95
00
2299881 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
356/356 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1421567 8.2500 103,000.00
100
WHITTLE OWEN 8.2500 102,708.89
ZZ
118 TOLOMATO TRAIL 8.0000 999.24
1
.0000 999.24
55
ST SIMONS ISLA GA 31522 .0000 06/23/95
190,000.00
0380138736 .0000 08/01/95
00
1421567 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
A52/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1421588 8.2500 100,000.00
100
PREBLE TIMOTHY 8.2500 99,717.35
ZZ
19 WAVERLY PLACE 8.0000 970.15
1
.0000 970.15
67
VALHALLA NY 10595 .0000 06/06/95
150,000.00
457911 .0000 08/01/95
00
457911 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
1
562/562 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1421949 8.0000 400,000.00
100
BARNARD BRIAN 8.0000 397,680.41
ZZ
209 COLONY SPRINGS LANE 7.7500 3,822.61
1
.0000 3,822.61
73
MAITLAND FL 32751 .0000 05/25/95
547,926.00
540777 .0000 07/01/95
00
540777 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
025/025 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1422065 8.5000 108,000.00
100
MOORE ROGER 8.5000 107,701.48
ZZ
2116 DOUBLE SPRINGS CHURCH RO 8.2500 1,063.52
1
.0000 1,063.52
69
MONROE GA 30656 .0000 06/12/95
158,000.00
11090 .0000 08/01/95
00
11090 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
A50/A50 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1422183 7.8750 250,000.00
100
LEE OKJA 7.8750 249,269.50
ZZ
7 ELLSWORTH DRIVE 7.6250 2,371.13
1
.0000 2,371.13
63
WARREN NJ 07059 .0000 06/28/95
399,900.00
1
0380137795 .0000 08/01/95
00
1422183 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
A77/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1422241 8.1250 181,950.00
100
SHAMSAI HOSSEIN 8.1250 181,429.99
ZZ
3490 RIVER FERRY DRIVE 7.8750 1,751.96
1
.0000 1,751.96
70
ALPHARETTA GA 30202 .0000 06/15/95
260,000.00
0380133034 .0000 08/01/95
00
110813 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
A52/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1422283 8.0000 700,000.00
100
SIMONTON RONALD 8.0000 695,206.83
T
105 KAULA LANE 7.7500 7,055.29
1
.0000 7,055.29
64
BONITA SPRINGS FL 33923 .0000 05/12/95
1,100,000.00
0380133323 .0000 07/01/95
00
5501490 .0000 01/01/09
0
0 .0000 00/00/00
00/00/00
632/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
163 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 4 00
00/00/00
.0000 05 0
00/00/00
O .0000
1422301 8.6250 100,000.00
100
TAM ANDY 8.6250 99,174.08
ZZ
1
10511 PEMLEAF COURT 8.3750 992.09
1
.0000 992.09
54
SAN ANTONIO TX 78240 .0000 04/01/95
188,625.00
0380134701 .0000 06/01/95
00
367202 .0000 05/01/10
0
0 .0000 00/00/00
00/00/00
375/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1422568 7.8750 196,296.52
100
PIERI CHRISTIAN 7.8750 194,897.70
ZZ
4441 GREENWICH PARKWAY NW 7.6250 1,985.32
1
.0000 1,985.32
75
WASHINGTON DC 20007 .0000 06/15/95
265,000.00
75262620 .0000 07/01/95
00
75262620 .0000 10/01/08
0
0 .0000 00/00/00
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100
MACYK WALTER 7.8750 228,154.38
ZZ
10 ARGYLE DRIVE 7.6250 2,176.70
1
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90
EAST ISLIP NY 11730 .0000 05/23/95
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0380138090 .0000 07/01/95
14
371462867 .0000 06/01/10
17
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1422591 7.7500 290,500.00
100
ROWALT RALPH 7.7500 288,777.93
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727 WINTERBERRY DRIVE 7.5000 2,734.41
1
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80
COVINGTON LA 70433 .0000 05/02/95
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50695667 .0000 06/01/10
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100
KIRKLIN HERBERT 8.0000 259,248.63
ZZ
2813 NE 29TH STREET 7.7500 2,484.70
1
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80
FORT LAUDERDAL FL 33306 .0000 06/05/95
325,000.00
432379 .0000 08/01/95
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432379 .0000 07/01/10
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1422627 7.6000 250,000.00
100
ZAHORIK ROBERT 7.6000 248,498.39
ZZ
1741 SHAWNEE TRAIL 7.4750 2,331.77
1
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77
NORTHBROOK IL 60062 .0000 06/05/95
325,000.00
7349289 .0000 08/01/95
00
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1422650 7.5000 455,000.00
100
PUMA JR ANTHONY 7.5000 453,625.84
ZZ
3993 GREENTREE DRIVE 7.2500 4,217.91
1
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76
OCEANSIDE NY 11572 .0000 06/28/95
600,000.00
0380143470 .0000 08/01/95
00
9502017 .0000 07/01/10
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100
ROGOWSKI JOSEPH 8.5000 28,919.85
ZZ
5446 MILL VALLEY DRIVE 8.2500 285.57
1
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37
DOUGLASVILLE GA 30135 .0000 06/05/95
79,500.00
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3140660529 .0000 07/01/10
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100
BURNETT JOHN 8.5000 272,479.92
ZZ
3 S 207 ELFSTROM TRAIL 8.2500 2,698.19
1
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BATAVIA IL 60510 .0000 06/01/95
495,000.00
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100
YANG SHENQKAE 8.3750 245,811.00
ZZ
11910 NORTH RIVIERA 8.1250 2,409.36
1
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65
TUSTIN CA 92680 .0000 06/02/95
385,000.00
0380138835 .0000 08/01/95
00
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100
MCKERNAN JR JOHN 8.7500 476,079.47
ZZ
337 FORESIDE ROAD 8.5000 4,797.36
1
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80
FALMOUTH ME 04105 .0000 04/24/95
600,000.00
0167089 .0000 06/01/95
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0167089 .0000 05/01/10
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100
ROGAN KEVIN 8.2500 291,338.02
ZZ
3605 ROSEDALE AVENUE 8.0000 2,842.52
1
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60
UNIVERSITY PAR TX 75205 .0000 05/17/95
495,000.00
3645371 .0000 07/01/95
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3645371 .0000 06/01/10
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1422712 8.6250 308,500.00
100
DOUGLAS RICHARD 8.6250 306,807.48
ZZ
5047 LOUGHBORO ROAD NW 8.3750 3,060.57
1
.0000 3,060.57
51
WASHINGTON DC 20016 .0000 05/17/95
610,000.00
0003602281 .0000 07/01/95
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1422713 7.6250 295,000.00
100
KREUTZER MICHAEL 7.6250 293,231.98
ZZ
52 LAIDLEY STREET 7.3750 2,755.69
1
.0000 2,755.69
69
SAN FRANCISCO CA 94131 .0000 05/15/95
433,000.00
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100
ARMBRUST JILL 8.2500 298,298.31
T
250 MIDDLEFIELD ROAD 8.0000 2,910.43
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78
PALO ALTO CA 94301 .0000 05/23/95
385,000.00
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1422769 7.8750 165,900.00
100
CYPRUS ANDREW 7.8750 165,900.00
ZZ
14 THEODORE DRIVE 7.6250 1,573.48
1
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PLAINVIEW NY 11803 .0000 07/26/95
237,000.00
0380163544 .0000 09/01/95
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1423348 8.3750 137,500.00
100
NGUYEN THOMAS-TU 8.3750 137,115.68
ZZ
2330 WEATHERBY AVENUE 8.1250 1,343.96
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.0000 1,343.96
70
SANTA ROSA CA 95403 .0000 06/01/95
196,449.00
0380139874 .0000 08/01/95
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439806 .0000 07/01/10
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1423469 8.3750 116,000.00
100
REILLY ARTHUR 8.3750 116,000.00
ZZ
1
98 GOLD AVENUE 8.1250 1,133.81
1
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60
STATEN ISLAND NY 10312 .0000 07/13/95
196,000.00
0380167560 .0000 09/01/95
00
5750 .0000 08/01/10
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1423529 8.0000 240,000.00
100
PARKER FERRIS 8.0000 239,306.43
ZZ
2998 WAVERLEY STREET 7.7500 2,293.57
1
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PALO ALTO CA 94306 .0000 05/31/95
405,000.00
30816736441 .0000 08/01/95
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1423530 8.5000 20,000.00
100
WALDMAN GARY 8.5000 19,944.72
ZZ
1402 LAKEVIEW DRIVE EAST 8.2500 196.95
1
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40
ROYAL PALM BCH FL 33411 .0000 06/08/95
50,000.00
30816868855 .0000 08/01/95
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1423532 8.1500 58,800.00
100
DWYER THOMAS 8.1500 58,632.32
ZZ
64 SOUTH WALNUT STREET 7.9000 567.03
1
.0000 567.03
67
QUINCY MA 02169 .0000 06/07/95
89,000.00
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1423533 8.5000 47,000.00
100
WEIK HANNELORE 8.5000 46,602.06
ZZ
1300 SOUTH A1A #223 8.2500 462.83
1
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JUPITER FL 33477 .0000 06/09/95
103,000.00
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1423534 8.7500 98,000.00
100
HYUN SHIK 8.7500 97,735.12
ZZ
5016 SOUTH 289TH PLACE 8.5000 979.46
1
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AUBURN WA 98001 .0000 06/05/95
140,000.00
30816966246 .0000 08/01/95
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1423908 7.2000 370,000.00
100
KIM LEE 7.2000 368,852.82
ZZ
8 HOPE 7.0750 3,367.18
1
.0000 3,367.18
66
IRVINE CA 92715 .0000 06/06/95
565,990.00
1781534 .0000 08/01/95
00
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BREWE KENNETH 7.2000 319,007.85
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3300 MERIDIAN AV N #309 7.0750 2,912.15
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SEATTLE WA 98103 .0000 06/12/95
356,000.00
1789389 .0000 08/01/95
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1423913 7.2500 300,000.00
100
HAWKER M 7.2500 299,073.91
ZZ
2 TROPHY WAY 7.1250 2,738.59
1
.0000 2,738.59
80
SAN ANTONIO TX 78258 .0000 06/09/95
375,000.00
1786385 .0000 08/01/95
00
1786385 .0000 07/01/10
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1423914 7.2500 284,000.00
100
TORRES C 7.2500 283,123.29
ZZ
748 BLALOCK ROAD 7.1250 2,592.54
1
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80
HOUSTON TX 77024 .0000 06/09/95
355,000.00
1776771 .0000 08/01/95
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CHEN JAMES 7.4500 398,786.63
ZZ
20945 GARTEL DRIVE 7.3250 3,696.70
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WALNUT CA 91789 .0000 06/09/95
870,000.00
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100
MUSICANT MARK 7.6000 245,263.54
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860 WEST MOUNTAIN DRIVE 7.4750 2,294.46
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SANTA BARBARA CA 93103 .0000 06/01/95
475,000.00
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SIEBER LISA 7.7500 872,414.87
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10696 MORA DR 7.6250 8,236.17
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LOS ALTOS CA 94024 .0000 06/15/95
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WALKER SUSAN 7.4500 307,065.71
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24 LANA LANE 7.3250 2,846.46
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HOUSTON TX 77027 .0000 06/21/95
385,000.00
1792007 .0000 08/01/95
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WILSON ROBERT 7.5500 284,143.04
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5855 VISTA DEL MAR 7.4250 2,650.09
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YORBA LINDA CA 92687 .0000 06/12/95
357,000.00
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101 FENTRESS COURT 7.8750 686.06
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95,000.00
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GILLEY JR JOHN 8.7900 54,851.88
ZZ
2334 RIDGEWAY AVE 8.5400 551.00
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COLLEGE PARK GA 30337 .0000 06/19/95
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FELLMAN SANDRA 7.8750 79,530.95
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1
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1
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T
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70922 FAIRWAY DRIVE 8.1250 2,932.28
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69
RANCHO MIRAGE CA 92270 .0000 05/24/95
440,000.00
450145800 .0000 07/01/95
00
450145800 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432561 8.0000 230,000.00
100
SHEEM SANG 8.0000 228,666.23
ZZ
1790 PASEO DEL CAJON 7.7500 2,198.00
1
.0000 2,198.00
80
PLEASANTON CA 94566 .0000 05/19/95
290,000.00
450145875 .0000 07/01/95
00
450145875 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 6 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432562 8.0000 452,900.00
100
DORGALLI MUNTHER 8.0000 450,273.64
ZZ
10755 CANOGA AVENUE 7.7500 4,328.15
1
.0000 4,328.15
70
CHATSWORTH CA 91311 .0000 05/23/95
647,000.00
450146113 .0000 07/01/95
00
450146113 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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.0000 X X
.0000
.0000 X X
.0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1
1432563 7.5000 410,000.00
100
MORITZ JAMES 7.5000 408,761.75
T
0226 SAWATCH DRIVE 7.2500 3,800.75
1
.0000 3,800.75
75
EDWARDS CO 81632 .0000 06/09/95
550,000.00
450150834 .0000 08/01/95
00
450150834 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432564 8.2500 500,000.00
100
REED. PAUL 8.2500 498,586.80
ZZ
25240 & 25170 THOROUGHBRED 8.0000 4,850.70
1
LANE .0000 4,850.70
73
HEMET CA 92547 .0000 05/31/95
685,000.00
450151261 .0000 08/01/95
00
450151261 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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.0000
.0000 X X
.0000
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00/00/00
.0000 05 0
00/00/00
O .0000
1432565 7.7500 223,920.00
100
BRUCK JOHN 7.7500 223,258.45
ZZ
3312 CALLE SAN BLAS 7.5000 2,107.70
1
.0000 2,107.70
80
CARLSBAD CA 92009 .0000 06/06/95
279,900.00
450151386 .0000 08/01/95
00
450151386 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
1
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432566 8.5000 50,000.00
100
BRESNAN DONALD 8.5000 49,861.80
ZZ
53 CONANICUS AVE UNIT 3E 8.2500 492.37
1
.0000 492.37
28
JAMESTOWN RI 02835 .0000 06/14/95
181,000.00
450152194 .0000 08/01/95
00
450152194 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1432567 7.3750 333,750.00
100
JOSEPH TIMOTHY 7.3750 332,730.93
ZZ
23951 EAGLE MOUNTAIN STREET 7.1250 3,070.24
1
.0000 3,070.24
75
WEST HILLS CA 91304 .0000 06/07/95
445,000.00
450153242 .0000 08/01/95
00
450153242 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432568 7.8750 600,000.00
100
WANG STEWART 7.8750 598,246.80
ZZ
345 MEADOW CREEK DRIVE 7.6250 5,690.70
1
.0000 5,690.70
74
ANN ARBOR MI 48105 .0000 06/22/95
820,000.00
450156609 .0000 08/01/95
00
450156609 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
1
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432569 6.5000 400,000.00
100
STREUBER, JR. DOUGLAS 6.5000 397,966.67
R
6280 EAST PLACITA DEL NIDO 6.2500 3,484.43
1
.0000 3,484.43
80
TUCSON AZ 85715 .0000 06/19/95
505,397.00
450157029 .0000 08/01/95
00
450157029 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432570 7.7500 232,000.00
100
PICETTI ROBERT 7.7500 231,314.57
ZZ
8811 BERTA RIDGE COURT 7.5000 2,183.76
1
.0000 2,183.76
80
SALINAS CA 93907 .0000 06/15/95
290,000.00
450157151 .0000 08/01/95
00
450157151 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432571 7.6250 50,000.00
100
DE SIMONE MICHAEL 7.6250 49,850.65
ZZ
20 SPRING LANE 7.3750 467.06
1
.0000 467.06
40
BREWSTER MA 02631 .0000 06/23/95
125,000.00
450158001 .0000 08/01/95
00
450158001 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
1
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432572 7.3750 250,000.00
100
WILKES TRACY 7.3750 249,236.65
ZZ
11051 E. CRESTRIDGE CIRCLE 7.1250 2,299.81
1
.0000 2,299.81
77
ENGLEWOOD CO 80111 .0000 06/23/95
325,000.00
450161583 .0000 08/01/95
00
450161583 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432573 7.2500 351,900.00
100
YESKE RONALD 7.2500 350,813.70
R
302 BRITTANY PLACE 7.0000 3,212.36
1
.0000 3,212.36
80
CARY NC 27511 .0000 06/29/95
439,900.00
450162599 .0000 08/01/95
00
450162599 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432574 8.2500 267,500.00
100
TABIBIAN HAGOP 8.2500 266,743.93
ZZ
170 PERSHING ROAD 8.0000 2,595.13
1
.0000 2,595.13
55
ENGLEWOOD CLIF NJ 07632 .0000 06/29/95
490,000.00
1
450162730 .0000 08/01/95
00
450162730 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432575 7.2500 370,000.00
100
AMMONS ROBERT 7.2500 368,857.83
ZZ
3823 ARNOLD STREET 7.0000 3,377.59
1
.0000 3,377.59
70
HOUSTON TX 77005 .0000 06/26/95
536,000.00
450164041 .0000 08/01/95
00
450164041 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432576 7.7500 791,000.00
100
LOSH JR. JOHN 7.7500 788,608.54
ZZ
1711 HERON RIDGE DRIVE 7.5000 7,445.49
1
.0000 7,445.49
69
BLOOMFIELD HIL MI 48302 .0000 06/30/95
1,150,000.00
450164488 .0000 08/01/95
00
450164488 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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.0000
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.0000 2 00
00/00/00
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00/00/00
O .0000
1432577 7.2500 120,300.00
100
MILLER KIM 7.2500 119,928.64
ZZ
1
201 DUXBURY DRIVE 7.0000 1,098.17
1
.0000 1,098.17
70
RALEIGH NC 27607 .0000 06/30/95
171,900.00
450165857 .0000 08/01/95
00
450165857 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432578 7.5000 520,000.00
100
VALDES PEDRO 7.5000 518,429.54
ZZ
12210 LILAC CIRCLE 7.2500 4,820.46
1
.0000 4,820.46
80
ANCHORAGE AK 99516 .0000 06/28/95
650,000.00
450166749 .0000 08/01/95
00
450166749 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432579 8.3750 559,300.00
100
MIESS ROBERT 8.3750 557,736.71
ZZ
1758 ST. ANDREWS COURT 8.1250 5,466.74
1
.0000 5,466.74
70
MILPITAS CA 95035 .0000 06/23/95
803,000.00
450167036 .0000 08/01/95
00
450167036 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1
1432580 7.8750 239,000.00
100
JOHNSTON JAMES 7.8750 238,301.64
ZZ
10522 CHESTNUT HILL CIRCLE 7.6250 2,266.80
1
.0000 2,266.80
75
FISHERS IN 46038 .0000 06/26/95
320,000.00
450167424 .0000 08/01/95
00
450167424 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432581 7.8750 352,000.00
100
SCHWARTZ K 7.8750 350,971.46
ZZ
15019 SOUTH 6TH PLACE 7.6250 3,338.54
1
.0000 3,338.54
80
PHOENIX AZ 85048 .0000 06/22/95
440,000.00
450167556 .0000 08/01/95
00
450167556 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432582 7.2500 750,000.00
100
STAKICH DUSAN 7.2500 750,000.00
ZZ
1155 VAUGHN ROAD 7.0000 6,846.47
1
.0000 6,846.47
63
BLOOMFIELD HLS MI 48304 .0000 06/29/95
1,200,000.00
450168695 .0000 09/01/95
00
450168695 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
1
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432583 8.7500 147,900.00
100
VALLONE-ARTALE PAOLA 8.7500 147,900.00
ZZ
4905 SUNNYNOOK COURT 8.5000 1,853.58
1
.0000 1,853.58
75
WYOMING MI 49509 .0000 07/13/95
197,900.00
450172374 .0000 09/01/95
00
450172374 .0000 08/01/05
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
120 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432584 8.3750 270,000.00
100
PASCUAL LAZARO 8.3750 270,000.00
ZZ
360 GOLF PLACE 8.1250 2,639.06
1
.0000 2,639.06
74
HACKENSACK NJ 07601 .0000 07/13/95
365,000.00
450172630 .0000 09/01/95
00
450172630 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
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.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432585 7.5000 161,250.00
100
SINGH JASWANT 7.5000 161,250.00
ZZ
79-36 262ND STREET 7.2500 1,494.81
1
.0000 1,494.81
75
QUEENS NY 11001 .0000 07/13/95
215,000.00
450173349 .0000 09/01/95
00
450173349 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
560/560 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
1
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432679 8.2500 234,000.00
100
LEIST JR ALAN 8.2500 233,338.62
ZZ
308 GRAFFENBURG ROAD 8.0000 2,270.13
1
.0000 2,270.13
75
NEW HARTFORD NY 13413 .0000 06/02/95
312,000.00
167382 .0000 08/01/95
00
167382 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
232/232 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432803 7.6250 210,750.00
100
THAKKAR MUKESH 7.6250 210,750.00
ZZ
4410 OAK TRIAL COURT 7.3750 1,968.68
1
.0000 1,968.68
75
SUGAR LAND TX 77479 .0000 07/07/95
281,015.00
0380158320 .0000 09/01/95
00
051 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
051/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
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.0000
.0000 1 00
00/00/00
.0000 03 0
00/00/00
O .0000
1432847 7.5500 257,100.00
100
PEREZ JESSE 7.5500 257,100.00
ZZ
5043 COLLIS AVENUE 7.4250 2,390.66
1
.0000 2,390.66
89
SOUTH PASADENA CA 91030 .0000 06/28/95
290,000.00
1788467 .0000 09/01/95
10
1788467 .0000 08/01/10
12
0 .0000 00/00/00
00/00/00
1
439/439 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432852 7.8000 354,000.00
100
MARTIN-JONES SUSAN 7.8000 354,000.00
ZZ
3108 CALLE PINON 7.6750 3,342.27
1
.0000 3,342.27
80
SANTA BARBARA CA 93105 .0000 07/07/95
442,500.00
1788526 .0000 09/01/95
00
1788526 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
439/439 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432868 7.4500 250,000.00
100
SKOLNIK MELVIN 7.4500 250,000.00
ZZ
5103 SEASHORE DRIVE 7.3250 2,310.44
1
.0000 2,310.44
30
NEWPORT BEACH CA 92663 .0000 06/28/95
833,333.00
1789386 .0000 09/01/95
00
1789386 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
439/439 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432869 7.7500 300,000.00
100
LOTT JR DAVID 7.7500 299,113.67
ZZ
594 LEE BOULEVARD 7.5000 2,823.83
1
.0000 2,823.83
51
PRESCOTT AZ 86303 .0000 06/23/95
597,500.00
1
0380156837 .0000 08/01/95
00
3122338 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
637/728 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1432870 8.2500 328,000.00
100
WEYERS HOWARD 8.2500 328,000.00
T
4000 NORTH OCEAN DRIVE 8.1250 3,182.07
1
.0000 3,182.07
80
RIVIERA BEACH FL 33404 .0000 07/03/95
410,000.00
1789113 .0000 09/01/95
00
1789113 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
439/439 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 08 0
00/00/00
O .0000
1432904 7.7500 134,900.00
100
BENJAMIN RENE 7.7500 134,501.44
ZZ
19011 7.5000 1,269.79
1
NW 89TH COURT .0000 1,269.79
73
MIAMI FL 33015 .0000 06/23/95
184,900.00
5832852 .0000 08/01/95
00
5832852 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
570/570 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
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.0000
.0000 X X
.0000
.0000 1 00
00/00/00
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10007 KENSINGTON PARKWAY 7.6250 2,655.66
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BOCA RATON FL 33433 .0000 04/28/95
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3134 NORTH NORMANDY 9.0000 749.26
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CHICAGO IL 60634 .0000 06/08/95
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1434576 8.6250 118,200.00
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KWAK SANDRA 8.6250 117,223.78
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4669 LAWTON WAY #204 8.3750 1,172.64
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ALEXANDRIA VA 22311 .0000 04/27/95
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ENG PAUL 9.1250 198,950.83
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28661 GOLFPOINTE BOULEVARD 8.8750 2,043.43
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FARMINGTON HIL MI 48331 .0000 05/04/95
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3 CROMMELIN COURT 7.3750 2,288.62
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EAST BRUNSWICK NJ 08816 .0000 05/31/95
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ETHERIDGE R 8.2500 223,745.68
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155 BOWER DRIVE 8.0000 2,199.31
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BRIDGE CITY TX 77611 .0000 03/29/95
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VAUGHAN ARTHUR 8.3750 263,262.09
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1401 28TH AVENUE COURT 8.1250 2,580.41
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MILTON WA 98354 .0000 06/23/95
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BORCHARDT ROGER 8.5000 46,000.00
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712 SOUTH GROVE AVENUE 8.2500 452.98
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OWATONNA MN 55060 .0000 07/10/95
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100
BONGIORNO KIM 8.8750 352,132.55
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12026 S TUZIGOOT DRIVE 8.6250 3,574.30
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PHOENIX AZ 85044 .0000 04/19/95
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HIGGINS STEPHEN 8.6250 108,356.74
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405 DELAWARE DRIVE 8.3750 1,091.29
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BRECKENRIDGE CO 80424 .0000 05/26/95
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PAGE ROBERT 8.5000 23,242.26
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2123 CATHARINE STREET 8.2500 256.03
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PHILADELPHIA PA 19146 .0000 05/12/95
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KRIZA JOHN 8.0000 104,696.57
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KENNETT SQUARE PA 19348 .0000 06/09/95
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MYCHAK SAMUEL 8.0000 299,453.36
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537 SPRUCE STREET 7.7500 2,878.42
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PHILADELPHIA PA 19106 .0000 05/16/95
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LORIA BRUCE 9.2500 135,000.00
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4700 OCEAN BLVD 9.0000 1,389.41
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BRANT BEACH NJ 08008 .0000 07/06/95
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MIDDLETON G. 9.0000 54,708.21
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2506 BUTTERFLY LANE 8.7500 557.85
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PINETOP AZ 85935 .0000 05/02/95
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ANDERSON ROY 7.8750 234,313.33
T
1970 EAST PLACITA SIN NOMBRE 7.6250 2,228.86
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TUCSON AZ 85718 .0000 06/26/95
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100
JONES MICHAEL 8.8750 23,771.20
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1
3235 ST. JOAN LANE 8.6250 240.64
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ST. CHARLES MO 63303 .0000 05/26/95
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FUNG STEVEN 8.5000 89,500.70
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115 COUNTRY CREEK COURT 8.2500 886.27
1
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56
BALLWIN MO 63011 .0000 05/26/95
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4333961 .0000 07/01/95
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4333961 .0000 06/01/10
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100
SHAMALTA HERMAN 7.3750 258,597.92
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24217 NOTTINGHAM COURT 7.1250 2,391.80
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VALENCIA CA 91355 .0000 06/19/95
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1434593 8.3750 50,000.00
100
ESTRADA JOSEPH 8.3750 49,860.25
ZZ
1229 SOUTH GUINEA DRIVE 8.1250 488.71
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WHITTIER AREA CA 90601 .0000 06/13/95
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4345532 .0000 08/01/95
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4345532 .0000 07/01/10
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100
YANG CHE-MIN 8.2500 278,411.78
ZZ
13081 SOLINDA 8.0000 2,716.39
1
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TUSTIN CA 92680 .0000 05/01/95
475,000.00
4354435 .0000 07/01/95
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4354435 .0000 06/01/10
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100
SCHAAF DONALD 7.7500 311,078.22
ZZ
6302 CONTENTION COURT 7.5000 2,936.78
1
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80
BETHESDA MD 20817 .0000 06/20/95
390,000.00
4374711 .0000 08/01/95
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4374711 .0000 07/01/10
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100
MATANKY MICHAEL 8.8750 141,238.17
ZZ
3970 GREENBRIAR BLVD 8.6250 1,429.72
1
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60
BOULDER CO 80303 .0000 05/19/95
237,000.00
4384908 .0000 07/01/95
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100
HAIT ANDREW 7.8750 218,710.10
ZZ
9470 EAST LAKE CIRCLE 7.6250 2,086.59
1
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ENGLEWOOD CO 80111 .0000 06/01/95
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100
ELAM MICHAEL 7.7500 40,978.58
ZZ
3933 NORTH 1500 EAST 7.5000 386.86
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60
BUHL ID 83316 .0000 06/22/95
68,500.00
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4409396 .0000 07/01/10
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1434601 7.7500 220,000.00
100
MARTELL CHRIS 7.7500 218,695.85
ZZ
485 HOOHALAHALA STREET 7.5000 2,070.81
1
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68
KIHEI HI 96753 .0000 05/11/95
327,000.00
4413157 .0000 07/01/95
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4413157 .0000 06/01/10
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100
LEIBOWITZ THOMAS 8.2500 163,095.56
ZZ
62 STALYBRIDGE STREET 8.0000 1,595.88
1
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68
SUGAR LAND TX 77479 .0000 04/28/95
242,000.00
4415963 .0000 06/01/95
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4415963 .0000 05/01/10
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1434603 8.0000 255,500.00
100
ROMERO TOMAS 8.0000 254,018.36
ZZ
5464 SUGARHILL DRIVE 7.7500 2,441.69
1
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70
HOUSTON TX 77056 .0000 05/09/95
365,000.00
4417820 .0000 07/01/95
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4417820 .0000 06/01/10
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100
SHAW SHIRLEY 7.7500 32,304.28
ZZ
3101 LORNA ROAD UNIT 822 7.5000 304.97
1
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56
HOOVER AL 35216 .0000 06/07/95
58,000.00
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100
GREEN FREDERICK 8.3750 252,575.14
ZZ
2502 HIGHLAND DRIVE 8.1250 2,482.66
1
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75
EUGENE OR 97403 .0000 05/08/95
342,000.00
4426388 .0000 07/01/95
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4426388 .0000 06/01/10
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100
LOUIE EDWARD 8.2500 269,236.87
ZZ
104 CRESCENT DRIVE 8.0000 2,619.38
1
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58
SEARINGTOWN NY 11507 .0000 06/19/95
470,000.00
1
4429805 .0000 08/01/95
00
4429805 .0000 07/01/10
0
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1434607 7.7500 285,000.00
100
RAPPA MICHAEL 7.7500 283,310.54
ZZ
1917 REDBUD LANE 7.5000 2,682.64
1
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95
BLOOMINGTON IL 61704 .0000 05/25/95
300,000.00
4479932 .0000 07/01/95
11
4479932 .0000 06/01/10
25
0 .0000 00/00/00
00/00/00
070/070 .0000 00/00/00
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1434608 7.8750 215,000.00
100
BRADLEY STEVEN 7.8750 213,739.41
ZZ
1020 SNOWDEN FARMS ROAD 7.6250 2,039.17
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69
COLLIERVILLE TN 38017 .0000 05/12/95
315,000.00
4493779 .0000 07/01/95
00
4493779 .0000 06/01/10
0
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100
TRAUTMAN STEVE 8.6250 338,134.68
ZZ
1
102 KITE CIRCLE 8.3750 3,373.07
1
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80
LAREDO TX 78041 .0000 05/05/95
425,500.00
4496168 .0000 07/01/95
00
4496168 .0000 06/01/10
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100
ZIMMERMAN MARTIN 8.3750 249,301.22
ZZ
1727 IVY LANE 8.1250 2,443.57
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NORTHBROOK IL 60062 .0000 06/01/95
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100
ELSBERRY MARK 7.6250 69,683.69
ZZ
5805 STONEARBOR PLACE 7.3750 653.89
1
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PINSON AL 35126 .0000 06/16/95
100,000.00
4507301 .0000 08/01/95
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1434612 7.8750 240,150.00
100
BENNER TIMOTHY 7.8750 239,448.28
ZZ
3079 ROLLING GREEN CT 7.6250 2,277.70
1
.0000 2,277.70
79
MILFORD MI 48380 .0000 06/14/95
304,000.00
4524644 .0000 08/01/95
00
4524644 .0000 07/01/10
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100
HAHN SOON 8.2500 347,666.69
ZZ
1902 CALLE DULCE 8.0000 3,392.10
1
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GLENDALE CA 91208 .0000 05/18/95
500,000.00
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1434614 7.5000 277,750.00
100
GATES JR THOMAS 7.5000 276,911.16
ZZ
308 STANLEY BLVD 7.2500 2,574.78
1
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75
YAKIMA WA 98902 .0000 06/09/95
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100
LIPTON MARTIN 7.7500 319,054.59
ZZ
1900 MANDEVILLE CANYON ROAD 7.5000 3,012.08
1
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37
LOS ANGELES CA 90049 .0000 06/29/95
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100
TOKARCZYK JOSEPH 7.7500 152,020.74
ZZ
99 WALDEN AVENUE 7.5000 1,435.45
1
.0000 1,435.45
69
STATEN ISLAND NY 10306 .0000 06/23/95
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100
REBICH LAURENCE 8.0000 448,699.57
ZZ
123 BYRAN SHORE ROAD 7.7500 4,300.43
1
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32
GREENWICH CT 06830 .0000 06/16/95
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4585687 .0000 07/01/10
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1434618 8.3750 348,000.00
100
STRANE STEVEN 8.3750 346,047.83
ZZ
819 ACKERMAN DRIVE 8.1250 3,401.44
1
.0000 3,401.44
80
DANVILLE CA 94526 .0000 05/16/95
435,000.00
4595185 .0000 07/01/95
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4595185 .0000 06/01/10
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1434619 8.0000 420,000.00
100
SORENSEN ERIC 8.0000 418,786.26
T
3240 BEACHCOMBER DRIVE 7.7500 4,013.74
1
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MORRO BAY CA 93442 .0000 06/05/95
635,000.00
4597558 .0000 08/01/95
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4597558 .0000 07/01/10
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1434621 7.3750 270,000.00
100
COULLAHAN JAMES 7.3750 270,000.00
ZZ
LOT 50A KENSINGTON DRIVE 7.1250 2,483.79
1
.0000 2,483.79
90
KNOXVILLE TN 37922 .0000 07/14/95
300,000.00
4614794 .0000 09/01/95
01
4614794 .0000 08/01/10
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1434622 7.7500 238,250.00
100
CHEAH TEIK-EE 7.7500 237,546.11
ZZ
1808 E MONARCH BAY DR 7.5000 2,242.59
1
.0000 2,242.59
73
GILBERT AZ 85234 .0000 06/26/95
330,000.00
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1434623 7.6250 58,800.00
100
HICKS PHILLIP 7.6250 58,621.86
ZZ
626 GRAND AVENUE 7.3750 549.27
1
.0000 549.27
68
SHEBOYGAN WI 53083 .0000 06/16/95
87,000.00
4628029 .0000 08/01/95
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4628029 .0000 07/01/10
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1434624 7.6250 300,000.00
100
ACHENBACH GREGORY 7.6250 299,103.86
ZZ
10 SOUTH ELM STREET 7.3750 2,802.39
1
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DENVER CO 80222 .0000 07/05/95
590,000.00
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1434626 8.3750 300,000.00
100
ITAMURA MASATOSHI 8.3750 298,317.08
ZZ
5055 DELACROIX ROAD 8.1250 2,932.28
1
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66
RANCHO PALOS V CA 90275 .0000 05/19/95
455,000.00
4659085 .0000 07/01/95
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4659085 .0000 06/01/10
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1434627 8.1250 300,000.00
100
GREEN LAURA 8.1250 299,142.60
ZZ
10 EAST DRIVE 7.8750 2,888.65
1
.0000 2,888.65
57
MILL VALLEY CA 94941 .0000 06/07/95
535,000.00
4669911 .0000 08/01/95
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4669911 .0000 07/01/10
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1434628 8.3750 622,500.00
100
NEIDERMEYER GEORGE 8.3750 619,007.44
ZZ
1
12716 SOUTHWEST EDGECLIFF ROA 8.1250 6,084.48
1
.0000 6,084.48
75
PORTLAND OR 97219 .0000 05/23/95
840,000.00
4722764 .0000 07/01/95
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4722764 .0000 06/01/10
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1434629 7.8750 126,000.00
100
LEE BYEONG 7.8750 125,631.83
ZZ
10640 ALABAMA AVENUE 7.6250 1,195.05
1
.0000 1,195.05
56
CHATSWORTH CA 91311 .0000 06/01/95
226,000.00
4726509 .0000 08/01/95
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4726509 .0000 07/01/10
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1434630 8.3750 110,000.00
100
CAGLE LEROY 8.3750 109,382.93
ZZ
2348 SAN TOMAS AQUINO ROAD 8.1250 1,075.17
1
.0000 1,075.17
40
SAN JOSE CA 95130 .0000 05/12/95
280,000.00
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4728469 .0000 06/01/10
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1434631 7.7500 310,000.00
100
LIU I-HAN 7.7500 310,000.00
ZZ
45 BAY COLONY 7.5000 2,917.96
1
.0000 2,917.96
68
WESTWOOD MA 02090 .0000 07/07/95
456,000.00
4734935 .0000 09/01/95
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4734935 .0000 08/01/10
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1434632 8.1250 250,000.00
100
ARABIAN GARBIS 8.1250 249,285.50
ZZ
4852 STERN AVENUE 7.8750 2,407.21
1
.0000 2,407.21
77
SHERMAN OAKS A CA 91423 .0000 06/27/95
325,000.00
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1434633 8.1250 109,100.00
100
RAYNOR DARREL 8.1250 108,688.20
ZZ
1030 WEST MAIN STREET 7.8750 1,050.50
1
.0000 1,050.50
70
WAXAHACHIE TX 75165 .0000 06/27/95
156,000.00
4887137 .0000 08/01/95
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4887137 .0000 07/01/10
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0 .0000 00/00/00
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1434634 7.6250 171,500.00
100
ROBERTS JOHN 7.6250 171,500.00
ZZ
9478 BRIAR FOREST DRIVE 7.3750 1,602.03
1
.0000 1,602.03
70
HOUSTON TX 77063 .0000 07/03/95
245,000.00
4947952 .0000 09/01/95
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4947952 .0000 08/01/10
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1434635 8.7500 859,850.00
100
ACCURSO LOUIS 8.7500 843,221.62
ZZ
11416 CANTERBURY CIRCLE 8.5000 8,593.76
1
.0000 8,593.76
66
LEAWOOD KS 66211 .0000 12/06/94
1,322,433.00
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9234604 .0000 01/01/10
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100
KREPS RUDOLF 8.7500 296,278.71
ZZ
1808 PACKSADDLE DRIVE 8.5000 3,028.33
1
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78
COEUR D'ALENE ID 83814 .0000 11/04/94
390,000.00
9253592 .0000 01/01/95
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100
MAMOOR JAN 8.5000 165,750.00
ZZ
14 RELLA DRIVE 8.2500 1,632.21
1
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75
NEW CITY NY 10956 .0000 07/24/95
221,000.00
0380168725 .0000 09/01/95
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90023656 .0000 08/01/10
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100
BRUNSTAD WILLIAM 7.2500 484,499.73
ZZ
10 BROOKHAVEN DRIVE 7.0000 4,436.52
1
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ATLANTA GA 30319 .0000 06/26/95
680,000.00
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2094064 .0000 07/01/10
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1434906 7.9900 288,000.00
100
AIKMAN NOELLE 7.9900 287,166.98
ZZ
2400 APPLE RIDGE CIRCLE 7.7400 2,750.62
1
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80
WALL TOWNSHIP NJ 08736 .0000 06/28/95
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11377232 .0000 07/01/10
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100
LEAMAN J 8.5000 286,004.47
ZZ
1462 WEST ARNOLD ROAD 8.2500 2,832.12
1
.0000 2,832.12
77
OAK HARBOR WA 98277 .0000 05/22/95
375,000.00
1182066 .0000 07/01/95
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1182066 .0000 06/01/10
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100
BENNETT JEFFREY 7.7500 48,855.23
T
RT1 TOUCA LANE 7.5000 461.23
1
.0000 461.23
80
BYRDSTOWN TN 38549 .0000 06/14/95
62,000.00
1232602 .0000 08/01/95
00
1232602 .0000 07/01/10
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100
DE SOUZA GERARD 8.3750 235,173.29
ZZ
16085 SOUTHWEST 84TH PLACE 8.1250 2,311.62
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.0000 2,311.62
80
MIAMI FL 33157 .0000 05/31/95
295,686.00
1
2221659 .0000 07/01/95
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2221659 .0000 06/01/10
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1434910 8.7500 956,200.00
100
KELLEHER JOSEPH 8.7500 953,615.56
ZZ
140 RIVERSIDE DRIVE 8.5000 9,556.73
247
APT. PHE AND PHF .0000 9,556.73
70
NEW YORK NY 10024 .0000 06/01/95
1,366,000.00
2439611 .0000 08/01/95
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2439611 .0000 07/01/10
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0 .0000 00/00/00
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670/670 .0000 00/00/00
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1434913 8.0250 190,000.00
100
STOCK DAVID 8.0250 184,935.24
ZZ
315 SALISHAN DR UNIT D 7.7750 1,818.49
1
.0000 1,818.49
71
GLENEDEN BEACH OR 97388 .0000 10/11/94
270,000.00
2952572 .0000 12/01/94
00
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100
LEE ERIC 9.2450 367,117.64
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1
5028 PRINCESS ANNE ROAD 8.9950 3,827.49
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LA CANADA FLIN CA 91011 .0000 02/01/95
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1434915 7.7500 280,000.00
100
HECHTMAN DANIEL 7.7500 279,172.75
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10 FOREST GLEN DRIVE 7.5000 2,635.58
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PITTSBURGH PA 15228 .0000 06/26/95
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1434918 8.1250 256,500.00
100
CULP RONALD 8.1250 255,766.92
ZZ
246 EAST SHORE DRIVE 7.8750 2,469.80
1
.0000 2,469.80
90
MIAMI FL 33133 .0000 06/09/95
285,000.00
3676676 .0000 08/01/95
04
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1434919 8.7500 270,400.00
100
REIN GARY 8.7500 268,191.45
ZZ
21 NORTH HOLLOW DRIVE 8.5000 2,702.51
1
.0000 2,702.51
80
EAST HAMPTON NY 11937 .0000 05/01/95
338,000.00
443387 .0000 06/01/95
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100
TRUONG TRUNG 8.6500 443,774.69
ZZ
5 DEVON RIDGE COURT 8.4000 4,470.99
1
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60
BURR RIDGE IL 60521 .0000 02/07/95
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444120 .0000 04/01/95
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1434921 7.6450 425,000.00
100
GIRONDA WENDY 7.6450 423,732.69
ZZ
9 RED FOX RUN 7.3950 3,974.91
1
.0000 3,974.91
68
MANALAPAN NJ 07726 .0000 06/27/95
630,000.00
478369 .0000 08/01/95
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100
SHEEHAN KATHLEEN 9.2400 220,831.83
T
1320 MORAINE DRIVE 8.9900 2,314.34
1
.0000 2,314.34
46
VAIL CO 81657 .0000 11/28/94
495,000.00
4862015 .0000 02/01/95
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4862015 .0000 01/01/10
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1434924 8.1450 1,000,000.00
100
GLASTEIN CARY 8.1450 982,589.38
ZZ
84 W RIVER ROAD 7.8950 9,640.42
1
.0000 9,640.42
58
RUMSON NJ 07760 .0000 01/10/95
1,750,000.00
4864476 .0000 03/01/95
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4864476 .0000 02/01/10
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1434926 7.8750 175,000.00
100
SILVER H 7.8750 174,488.65
T
131 MEADOW RANCH DR E3A 7.6250 1,659.79
1
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44
SNOWMASS VILLA CO 81615 .0000 06/09/95
400,000.00
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4867092 .0000 07/01/10
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1434928 8.7500 375,000.00
100
MERRICK PATRICIA 8.7500 370,901.18
ZZ
25 EAST 86TH STREET, APT 7C 8.5000 3,747.94
103
.0000 3,747.94
50
NEW YORK NY 10028 .0000 03/31/95
750,000.00
5093392 .0000 05/01/95
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5093392 .0000 04/01/10
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1434929 8.2500 266,400.00
100
IWAMI REED 8.2500 264,125.55
ZZ
1913 PLANTATION COVE 8.0000 2,584.46
1
.0000 2,584.46
80
ROUND ROCK TX 78681 .0000 05/01/95
333,000.00
519774 .0000 06/01/95
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519774 .0000 05/01/10
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1434930 7.6250 150,000.00
100
O'BRIEN KEVIN 7.6250 148,647.22
ZZ
4860 RANDOLPH DRIVE 7.3750 1,401.20
1
.0000 1,401.20
39
ANNANDALE VA 22003 .0000 04/28/95
392,000.00
528706 .0000 06/01/95
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1434931 8.2500 380,000.00
100
GREISMAN HAROLD 8.2500 378,925.96
ZZ
1160 PARK AVENUE #4C 8.0000 3,686.54
55
.0000 3,686.54
50
NEW YORK NY 10128 .0000 06/13/95
765,000.00
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1434932 7.3000 650,000.00
100
LANSBURY JAMES 7.3000 648,002.23
ZZ
16388 SHADOW MOUNTAIN DR 7.0500 5,951.95
1
.0000 5,951.95
31
PACIFIC PALISA CA 90272 .0000 06/15/95
2,150,000.00
539406 .0000 08/01/95
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539406 .0000 07/01/10
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1434934 8.7500 288,000.00
100
GROOMS THOMAS 8.7500 287,221.58
ZZ
4748 CORNISH HEIGHTS PARKWAY 8.5000 2,878.42
1
.0000 2,878.42
80
ONONDAGA NY 13207 .0000 06/26/95
360,000.00
1
567256 .0000 08/01/95
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567256 .0000 07/01/10
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1434935 8.1250 265,000.00
100
RICHARD EDWARD 8.1250 263,031.77
ZZ
370 TIMBERLANE DRIVE 7.8750 2,551.64
1
.0000 2,551.64
57
ORANGE CT 06477 .0000 05/31/95
465,000.00
8521166 .0000 07/01/95
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8521166 .0000 06/01/10
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1434936 9.0000 225,600.00
100
GEORGIEV STEVEN 9.0000 224,403.15
T
7760 EAST GAINEY RANCH ROAD 1 8.7500 2,288.19
1
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80
SCOTTSDALE AZ 85258 .0000 05/23/95
282,000.00
8554951 .0000 07/01/95
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8554951 .0000 06/01/10
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1434937 9.0000 1,200,000.00
100
KASHANIAN JACOB 9.0000 1,183,904.37
ZZ
1
911 N HILLCREST ROAD 8.7500 12,171.20
1
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64
BEVERLY HILLS CA 90210 .0000 02/02/95
1,900,000.00
9816500 .0000 04/01/95
00
9816500 .0000 03/01/10
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1434938 7.6250 282,100.00
100
JOHNSON-EDWARDS SHARRON 7.6250 281,257.33
ZZ
LOT 12 EAGLE ROCK RD 7.3750 2,635.18
1
.0000 2,635.18
79
STOUGHTON MA 02072 .0000 05/31/95
359,000.00
984029 .0000 08/01/95
00
984029 .0000 07/01/10
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1434939 8.7000 680,000.00
100
RICKS WILLIAM 8.7000 672,534.54
ZZ
575 DALEWOOD DRIVE 8.3800 6,776.19
1
.0000 6,776.19
75
ORINDA CA 94563 .0000 03/22/95
910,000.00
15105 .0000 05/01/95
00
15105 .0000 04/01/10
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670/670 .0000 00/00/00
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1434940 8.2000 270,000.00
100
MANCINI LOUIS 8.2000 268,461.68
ZZ
422 PARROTT DRIVE 7.8800 2,611.54
1
.0000 2,611.54
35
SAN MATEO CA 94402 .0000 04/19/95
775,000.00
15539 .0000 07/01/95
00
15539 .0000 06/01/10
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670/670 .0000 00/00/00
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1434941 7.7500 220,000.00
100
PURDON WILLIAM 7.7500 218,695.85
ZZ
7002 ROCKY TOP CIRCLE 7.4300 2,070.81
1
.0000 2,070.81
70
DALLAS TX 75252 .0000 05/10/95
315,000.00
8758964 .0000 07/01/95
00
8758964 .0000 06/01/10
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1434942 7.8750 255,000.00
100
COOK C 7.8750 253,504.89
ZZ
5136 QUAIL LAKE DRIVE 7.5550 2,418.55
1
.0000 2,418.55
63
DALLAS TX 75287 .0000 05/26/95
409,000.00
8759308 .0000 07/01/95
00
8759308 .0000 06/01/10
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1434943 7.8750 267,000.00
100
WAGGONER DAVID 7.8750 265,434.52
ZZ
4625 CONNER CIRCLE 7.5550 2,532.37
1
.0000 2,532.37
61
PLANO TX 75093 .0000 05/25/95
442,000.00
8759324 .0000 07/01/95
00
8759324 .0000 06/01/10
0
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1434945 8.3000 270,000.00
100
AKIN LAURENCE 8.3000 269,240.26
ZZ
32 HESKETH DRIVE 7.9800 2,627.24
1
.0000 2,627.24
36
MENLO PARK CA 94025 .0000 06/12/95
760,000.00
8762104 .0000 08/01/95
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8762104 .0000 07/01/10
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1434953 7.5000 345,000.00
100
LAWRENCE STEVE 7.5000 343,958.06
ZZ
2590 JOHNSON RD. 7.2500 3,198.19
1
.0000 3,198.19
54
GERMANTOWN TN 38139 .0000 06/26/95
650,000.00
0957688 .0000 08/01/95
00
0957688 .0000 07/01/10
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640/640 .0000 00/00/00
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O .0000
1435074 7.6500 319,000.00
100
GO ADAMSON 7.6500 319,000.00
ZZ
1629 MARLAY DRIVE 7.5250 2,984.43
1
.0000 2,984.43
75
LOS ANGELES CA 90069 .0000 06/30/95
425,333.00
1783644 .0000 09/01/95
00
1783644 .0000 08/01/10
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1435541 7.3500 348,000.00
100
FRIEND RANDALL 7.3500 348,000.00
ZZ
1839 HIGHLAND DRIVE 7.2250 3,196.42
1
.0000 3,196.42
80
NEWPORT BEACH CA 92660 .0000 07/18/95
435,000.00
1792848 .0000 09/01/95
00
1792848 .0000 08/01/10
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439/439 .0000 00/00/00
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1435829 8.7500 152,000.00
100
MUNIZ EVELYN 8.7500 151,589.16
ZZ
5510 DUNSMORE ROAD 8.5000 1,519.17
1
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71
ALEXANDRIA VA 22310 .0000 06/16/95
215,000.00
30094739 .0000 08/01/95
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30094739 .0000 07/01/10
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1435830 7.8750 220,500.00
100
VARELA LOUIS 7.8750 219,855.69
ZZ
17515 HIDDEN FOREST DRIVE 7.6250 2,091.34
1
.0000 2,091.34
87
SPRING TX 77379 .0000 06/30/95
255,000.00
30132266 .0000 08/01/95
10
30132266 .0000 07/01/10
17
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
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1435831 7.5000 1,000,000.00
100
SHEPHERD CYBILL 7.5000 1,000,000.00
ZZ
3930 VALLEY MEADOW ROAD 7.2500 9,270.13
1
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39
ENCINO CA 91436 .0000 06/29/95
2,615,000.00
30190053 .0000 09/01/95
00
30190053 .0000 08/01/10
0
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670/670 .0000 00/00/00
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1435832 7.5000 212,800.00
100
BELL ANGELA 7.5000 212,800.00
ZZ
234 5TH AVENUE 7.2500 1,972.69
1
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78
VENICE CA 90291 .0000 07/07/95
275,000.00
1
30201829 .0000 09/01/95
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30201829 .0000 08/01/10
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00/00/00
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1435833 7.7500 376,000.00
100
FOGLEMAN CARL 7.7500 376,000.00
ZZ
19426 IRONWOOD LANE 7.5000 3,539.20
1
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80
HUNTINGTON BEA CA 92648 .0000 07/10/95
470,000.00
30207282 .0000 09/01/95
00
30207282 .0000 08/01/10
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670/670 .0000 00/00/00
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00/00/00
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00/00/00
O .0000
1435834 8.5000 440,000.00
100
MCHENRY SCOTT 8.5000 437,088.55
ZZ
7 LANTERN LANE 8.2500 4,332.86
1
.0000 4,332.86
67
DARIEN CT 06820 .0000 05/17/95
665,000.00
340651 .0000 07/01/95
00
340651 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1435835 7.8750 371,200.00
100
HALLOWELL ELINOR 7.8750 369,023.58
ZZ
1
14 CHAUNCY STREET, UNIT 5 7.6250 3,520.65
1
.0000 3,520.65
80
CAMBRIDGE MA 02138 .0000 06/01/95
464,000.00
511625 .0000 07/01/95
00
511625 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 01 0
00/00/00
O .0000
1435836 8.1250 200,000.00
100
KLEIN DAVID 8.1250 198,852.93
ZZ
14 ZECK COURT 7.8750 1,925.77
1
.0000 1,925.77
44
SUFFERN NY 10901 .0000 05/25/95
460,000.00
529095 .0000 07/01/95
00
529095 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1435837 8.2500 353,600.00
100
PARISI VALERIE 8.2500 351,594.29
ZZ
32 GNARLED HOLLOW ROAD 8.0000 3,430.42
1
.0000 3,430.42
80
SETAUKET NY 11733 .0000 05/22/95
442,000.00
530611 .0000 07/01/95
00
530611 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
1435838 8.0000 448,000.00
100
SIU ALBERT 8.0000 445,402.05
ZZ
255 WEST 90TH STREET 7.7500 4,281.33
38
.0000 4,281.33
70
NEW YORK NY 10024 .0000 05/31/95
640,000.00
535117 .0000 07/01/95
00
535117 .0000 06/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 13 0
00/00/00
O .0000
1435840 7.8750 250,500.00
100
FIEST THOMAS 7.8750 249,768.04
ZZ
12 NOTTINGHAM ROAD 7.6250 2,375.87
1
.0000 2,375.87
66
WAYSIDE NJ 07712 .0000 06/21/95
380,000.00
8615411 .0000 08/01/95
00
8615411 .0000 07/01/10
0
0 .0000 00/00/00
00/00/00
670/670 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436090 7.6250 217,600.00
100
HOWARD ROMELEE 7.6250 217,600.00
ZZ
131 WEST CROSS ROAD 7.3750 2,032.67
1
.0000 2,032.67
58
NEW CANAAN CT 06840 .0000 07/13/95
380,000.00
6392559 .0000 09/01/95
00
6392559 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
403/403 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
1
.0000 5 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436617 8.3750 15,000.00
100
LORDI PETER 8.3750 13,290.99
ZZ
16190 JURUPA AVENUE 8.1250 146.61
1
.0000 146.61
10
FONTANA CA 92335 .0000 07/16/92
164,000.00
1409003 .0000 09/01/92
00
1409003 .0000 08/01/07
0
0 .0000 00/00/00
00/00/00
070/070 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436621 8.2500 85,000.00
100
LANDI ALEXANDER 8.2500 85,000.00
ZZ
19-08 RADBURN ROAD 8.0000 824.62
1
.0000 824.62
39
FAIR LAWN NJ 07410 .0000 07/14/95
220,000.00
4585679 .0000 09/01/95
00
4585679 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
070/070 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436623 7.3750 120,000.00
100
GALIK FRANK 7.3750 120,000.00
ZZ
730 CABOT DRIVE 7.1250 1,103.91
1
.0000 1,103.91
55
KNOXVILLE TN 37922 .0000 07/21/95
220,000.00
4894265 .0000 09/01/95
00
4894265 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
070/070 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
1
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 1 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436639 8.5000 246,000.00
100
GAGE MICHAEL 8.5000 216,469.06
ZZ
35669 SLEEPY HOLLOW ROAD 8.2500 2,422.46
1
.0000 2,422.46
73
YUCAIPA CA 92399 .0000 05/05/92
340,000.00
1408575 .0000 07/01/92
00
1408575 .0000 06/01/07
0
0 .0000 00/00/00
00/00/00
070/070 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1436948 7.7500 505,500.00
100
BENNETT EDWARD 7.7500 505,500.00
ZZ
753 ACEQUIA MADRE 7.5000 4,758.15
1
.0000 4,758.15
62
SANTE FE NM 87501 .0000 07/05/95
825,000.00
49806030 .0000 09/01/95
00
49806030 .0000 08/01/10
0
0 .0000 00/00/00
00/00/00
070/070 .0000 00/00/00
00/00/00
0 .0000 .0000
.0000
F .0000 0
0
180 0 .0000
.0000
.0000 X X
.0000
.0000 X X
.0000
.0000 2 00
00/00/00
.0000 05 0
00/00/00
O .0000
1
TOTAL NUMBER OF LOANS : 426
TOTAL ORIGINAL BALANCE : 121,144,715.02
TOTAL PRINCIPAL BALANCE : 120,152,774.37
TOTAL ORIGINAL P+I : 1,169,403.88
TOTAL CURRENT P+I : 1,169,403.88
***************************
* END OF REPORT *
***************************
RUN ON : 08/23/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 07.49.25 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S12
CUTOFF : 08/01/95
POOL : 0004176
:
:
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
-----------------------------------------------------------------
--------------
1381236 .2500
297,494.68 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1397224 .2500
970,249.91 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1402216 .2500
46,417.52 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.2500 1.5450
1402217 .2500
243,738.16 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1402404 .2500
434,674.55 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
7.2500 1.7950
1402405 .2500
46,758.23 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.2500 1.5450
1
1402406 .2500
213,215.37 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1402415 .2500
78,299.46 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.2500 1.4200
1402419 .2500
742,341.26 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.2500 1.4200
1402421 .2500
780,885.41 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.2500 1.4200
1402423 .2500
106,325.04 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.2500 1.2950
1403571 .2500
72,539.52 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1403572 .2500
145,712.38 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.2500 1.9200
1403573 .2500
64,386.84 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
7.2500 1.9200
1
1405738 .2500
420,199.07 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1407886 .2500
149,195.24 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
7.2500 1.3450
1414691 .2500
318,283.21 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.2500 1.2950
1415944 .2500
428,203.07 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1416759 .2500
247,322.14 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.2500 1.0950
1416787 .2500
277,550.92 .0300
7.9750 .0000
7.7250 .0000
7.6950 .0000
7.2500 .4450
1416809 .2500
196,549.42 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.2500 .7200
1416818 .2500
376,680.63 .0800
7.9900 .0000
7.7400 .0000
7.6600 .0000
7.2500 .4100
1
1416834 .2500
198,235.26 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.2500 .3450
1416863 .2500
297,438.68 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.2500 .7200
1416879 .2500
520,367.56 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.2500 .3450
1416884 .2500
226,668.50 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.2500 .5450
1416891 .2500
440,017.88 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.2500 1.2200
1416944 .2500
517,017.62 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.2500 .5950
1417147 .2500
275,182.55 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1417312 .2500
800,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1
1417367 .2500
372,445.40 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.2500 1.0950
1417639 .2500
295,388.68 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1417845 .2500
211,400.80 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.2500 .7200
1417938 .1250
396,554.72 .0800
8.1500 .0000
8.0250 .0000
7.9450 .0000
7.2500 .6950
1417967 .1250
297,449.96 .0800
8.3000 .0000
8.1750 .0000
8.0950 .0000
7.2500 .8450
1417983 .2500
372,942.66 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1418059 .2500
398,869.44 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.2500 .7200
1418084 .2500
140,840.18 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.2500 1.2200
1
1418143 .2500
79,565.97 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.2500 1.2200
1418206 .2500
591,699.09 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1418252 .2500
297,257.70 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1418658 .2500
398,844.06 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.2500 .4700
1418906 .2500
286,170.61 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.2500 .4700
1418938 .2500
347,991.02 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.2500 .5950
1418948 .2500
297,466.81 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.2500 .8450
1418954 .2500
217,825.07 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
7.2500 1.3450
1
1418955 .2500
247,327.43 .0300
9.0000 .0000
8.7500 .0000
8.7200 .0000
7.2500 1.4700
1418957 .2500
973,570.27 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.2500 .5950
1418958 .2500
988,948.32 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.2500 1.0950
1418960 .2500
212,501.21 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.2500 .8450
1418961 .2500
297,466.81 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.2500 .8450
1419224 .2500
109,786.75 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.2500 1.2200
1419230 .2500
272,753.89 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.2500 1.2200
1419231 .2500
241,675.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1
1419232 .2500
87,071.60 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0000
7.2500 .8450
1419233 .2500
991,648.92 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1419235 .2500
298,260.30 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.2500 .4700
1419236 .2500
198,914.92 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.2500 1.2200
1419237 .2500
99,335.59 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
7.2500 1.3450
1419355 .2500
89,046.54 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.2500 1.0950
1419708 .2500
186,424.61 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.2500 .5950
1419747 .2500
448,699.57 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.2500 .4700
1
1419750 .2500
227,593.31 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1419751 .2500
368,918.87 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1419924 .2500
292,928.69 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1419990 .2500
148,697.92 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
7.2500 1.3450
1420005 .2500
124,622.48 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1420019 .2500
99,723.59 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1420070 .2500
60,725.96 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1420077 .2500
195,672.61 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1
1420098 .2500
33,906.48 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1420107 .2500
54,688.03 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.2500 .7200
1420113 .2500
149,191.66 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1420117 .2500
265,442.21 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1420125 .2500
365,446.90 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1420133 .2500
198,945.32 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.2500 1.2950
1420136 .2500
233,923.39 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1420149 .2500
219,303.15 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1
1420150 .2500
219,620.78 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1420167 .2500
291,346.39 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1420186 .2500
272,753.89 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1420209 .2500
216,382.95 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1420227 .2500
254,714.21 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1420229 .2500
400,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.2500 .3450
1420264 .2500
295,391.01 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1420299 .2500
95,173.14 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1
1420528 .2500
991,648.92 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1420529 .2500
994,352.85 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1420530 .2500
239,933.89 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.2500 .7200
1420533 .2500
342,985.32 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1420534 .2500
223,182.61 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
7.2500 1.3450
1420536 .2500
273,491.26 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1420537 .2500
248,628.42 .0300
8.6250 .0000
8.3750 .0000
8.3450 .0000
7.2500 1.0950
1420546 .2500
724,868.01 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.2500 .4700
1
1420548 .2500
593,196.53 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1420550 .2500
379,305.71 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1420551 .2500
397,456.15 .0300
8.8750 .0000
8.6250 .0000
8.5950 .0000
7.2500 1.3450
1420561 .2500
625,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.2500 .3450
1420571 .2500
262,430.93 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1420576 .2500
160,189.76 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1420590 .1250
795,236.79 .0800
7.7000 .0000
7.5750 .0000
7.4950 .0000
7.2500 .2450
1420632 .2500
298,372.39 .0300
8.7500 .0000
8.5000 .0000
8.4700 .0000
7.2500 1.2200
1
1420682 .2500
947,254.64 .0300
8.0000 .0000
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1432585 .2500
161,250.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .0000
7.2200 .0000
1432679 .2500
233,338.62 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1432803 .2500
210,750.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .0000
7.2500 .0950
1432847 .1250
257,100.00 .0800
7.5500 .0000
7.4250 .0000
7.3450 .0000
7.2500 .0950
1432852 .1250
354,000.00 .0800
7.8000 .0000
7.6750 .0000
7.5950 .0000
7.2500 .3450
1432868 .1250
250,000.00 .0800
7.4500 .0000
7.3250 .0000
7.2450 .0000
7.2450 .0000
1432869 .2500
299,113.67 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.2500 .2200
1432870 .1250
328,000.00 .0800
8.2500 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1
1432904 .2500
134,501.44 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1433025 .2500
303,121.49 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1433161 .2500
212,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1433221 .2500
141,593.26 .0800
8.1000 .0000
7.8500 .0000
7.7700 .0000
7.2500 .5200
1433222 .2500
202,557.39 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1433228 .2500
262,500.00 .0800
7.8000 .0000
7.5500 .0000
7.4700 .0000
7.2500 .2200
1433233 .2500
269,212.80 .0800
7.9000 .0000
7.6500 .0000
7.5700 .0000
7.2500 .3200
1433243 .2500
48,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1
1433245 .2500
45,000.00 .0800
7.6000 .0000
7.3500 .0000
7.2700 .0000
7.2500 .0200
1433246 .2500
161,250.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1433247 .2500
51,350.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1433257 .2500
80,625.00 .0800
7.6000 .0000
7.3500 .0000
7.2700 .0000
7.2500 .0200
1433258 .2500
160,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1433259 .2500
62,300.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1433260 .2500
224,000.00 .0800
7.8000 .0000
7.5500 .0000
7.4700 .0000
7.2500 .2200
1433261 .2500
65,250.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1
1433303 .2500
105,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1433317 .2500
500,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1433606 .2500
398,894.37 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1433607 .2500
277,196.61 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1433639 .1250
230,400.00 .0800
7.6500 .0000
7.5250 .0000
7.4450 .0000
7.2500 .1950
1434131 .2500
460,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.2500 .2200
1434132 .2500
300,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434417 .2500
184,416.33 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1
1434501 .1250
304,000.00 .0800
7.2000 .0000
7.0750 .0000
6.9950 .0000
6.9950 .0000
1434505 .2500
273,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434558 .2500
298,162.33 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1434563 .2500
464,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1434564 .2500
495,824.47 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1434565 .2500
74,394.22 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.2500 1.2950
1434567 .2500
247,818.12 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1434568 .2500
273,369.81 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1
1434569 .2500
88,507.08 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1434570 .2500
262,459.94 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1434571 .2500
250,073.44 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434573 .2500
277,667.37 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1434574 .2500
113,163.36 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1434575 .2500
72,611.91 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.2500 1.6700
1434576 .2500
117,223.78 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1434577 .2500
198,950.83 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
7.2500 1.5450
1
1434578 .2500
243,531.65 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1434579 .2500
223,745.68 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434580 .2500
263,262.09 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434581 .2500
46,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1434582 .2500
352,132.55 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.2500 1.2950
1434583 .2500
108,356.74 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1434584 .2500
23,242.26 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1434585 .2500
104,696.57 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1
1434586 .2500
299,453.36 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1434587 .2500
135,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
7.2500 1.6700
1434588 .2500
54,708.21 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.2500 1.4200
1434589 .2500
234,313.33 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1434590 .2500
23,771.20 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.2500 1.2950
1434591 .2500
89,500.70 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1434592 .2500
258,597.92 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1434593 .2500
49,860.25 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1
1434595 .2500
278,411.78 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434596 .2500
311,078.22 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434598 .2500
141,238.17 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
7.2500 1.2950
1434599 .2500
218,710.10 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1434600 .2500
40,978.58 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434601 .2500
218,695.85 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434602 .2500
163,095.56 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434603 .2500
254,018.36 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1
1434604 .2500
32,304.28 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434605 .2500
252,575.14 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434606 .2500
269,236.87 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434607 .2500
283,310.54 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434608 .2500
213,739.41 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1434609 .2500
338,134.68 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
7.2500 1.0450
1434610 .2500
249,301.22 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434611 .2500
69,683.69 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1
1434612 .2500
239,448.28 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1434613 .2500
347,666.69 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434614 .2500
276,911.16 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1434615 .2500
319,054.59 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434616 .2500
152,020.74 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434617 .2500
448,699.57 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1434618 .2500
346,047.83 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434619 .2500
418,786.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1
1434621 .2500
270,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1434622 .2500
237,546.11 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434623 .2500
58,621.86 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1434624 .2500
299,103.86 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1434626 .2500
298,317.08 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434627 .2500
299,142.60 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.2500 .5450
1434628 .2500
619,007.44 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434629 .2500
125,631.83 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1
1434630 .2500
109,382.93 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434631 .2500
310,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434632 .2500
249,285.50 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.2500 .5450
1434633 .2500
108,688.20 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.2500 .5450
1434634 .2500
171,500.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1434635 .2500
843,221.62 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1434636 .2500
296,278.71 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1434656 .2500
165,750.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .0000
7.2500 .9700
1
1434803 .2500
484,499.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1434906 .2500
287,166.98 .0800
7.9900 .0000
7.7400 .0000
7.6600 .0000
7.2500 .4100
1434907 .2500
286,004.47 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1434908 .2500
48,855.23 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434909 .2500
235,173.29 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1434910 .2500
953,615.56 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1434913 .2500
184,935.24 .0800
8.0250 .0000
7.7750 .0000
7.6950 .0000
7.2500 .4450
1434914 .2500
367,117.64 .0800
9.2450 .0000
8.9950 .0000
8.9150 .0000
7.2500 1.6650
1
1434915 .2500
279,172.75 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1434918 .2500
255,766.92 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.2500 .5450
1434919 .2500
268,191.45 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1434920 .2500
443,774.69 .0800
8.6500 .0000
8.4000 .0000
8.3200 .0000
7.2500 1.0700
1434921 .2500
423,732.69 .0800
7.6450 .0000
7.3950 .0000
7.3150 .0000
7.2500 .0650
1434923 .2500
220,831.83 .0800
9.2400 .0000
8.9900 .0000
8.9100 .0000
7.2500 1.6600
1434924 .2500
982,589.38 .0800
8.1450 .0000
7.8950 .0000
7.8150 .0000
7.2500 .5650
1434926 .2500
174,488.65 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1
1434928 .2500
370,901.18 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1434929 .2500
264,125.55 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434930 .2500
148,647.22 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1434931 .2500
378,925.96 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1434932 .2500
648,002.23 .0800
7.3000 .0000
7.0500 .0000
6.9700 .0000
6.9700 .0000
1434934 .2500
287,221.58 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1434935 .2500
263,031.77 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.2500 .5450
1434936 .2500
224,403.15 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.2500 1.4200
1
1434937 .2500
1,183,904.37 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
7.2500 1.4200
1434938 .2500
281,257.33 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1434939 .3200
672,534.54 .0800
8.7000 .0000
8.3800 .0000
8.3000 .0000
7.2500 1.0500
1434940 .3200
268,461.68 .0800
8.2000 .0000
7.8800 .0000
7.8000 .0000
7.2500 .5500
1434941 .3200
218,695.85 .0800
7.7500 .0000
7.4300 .0000
7.3500 .0000
7.2500 .1000
1434942 .3200
253,504.89 .0800
7.8750 .0000
7.5550 .0000
7.4750 .0000
7.2500 .2250
1434943 .3200
265,434.52 .0800
7.8750 .0000
7.5550 .0000
7.4750 .0000
7.2500 .2250
1434945 .3200
269,240.26 .0800
8.3000 .0000
7.9800 .0000
7.9000 .0000
7.2500 .6500
1
1434953 .2500
343,958.06 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1435074 .1250
319,000.00 .0800
7.6500 .0000
7.5250 .0000
7.4450 .0000
7.2500 .1950
1435541 .1250
348,000.00 .0800
7.3500 .0000
7.2250 .0000
7.1450 .0000
7.1450 .0000
1435829 .2500
151,589.16 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
7.2500 1.1700
1435830 .2500
219,855.69 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1435831 .2500
1,000,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1435832 .2500
212,800.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
7.1700 .0000
1435833 .2500
376,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
1
1435834 .2500
437,088.55 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1435835 .2500
369,023.58 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1435836 .2500
198,852.93 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.2500 .5450
1435837 .2500
351,594.29 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1435838 .2500
445,402.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.2500 .4200
1435840 .2500
249,768.04 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.2500 .2950
1436090 .2500
217,600.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2500 .0450
1436617 .2500
13,290.99 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
7.2500 .7950
1
1436621 .2500
85,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.2500 .6700
1436623 .2500
120,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
7.0450 .0000
1436639 .2500
216,469.06 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
7.2500 .9200
1436948 .2500
505,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
7.2500 .1700
TOTAL NUMBER OF LOANS: 426
TOTAL BALANCE........: 120,152,774.37
RUN ON : 08/23/95 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 07.49.25 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1995-S12 FIXED SUMMARY REPORT
CUTOFF : 08/01/95
POOL : 0004176
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
-----------------------------------------------------------------
--------------
ORIG RATE 8.1366 6.5000
9.5000
RFC NET RATE 7.8918 6.2500
9.2500
NET MTG RATE(INVSTR RATE) 7.8323 6.2200
9.1700
POST STRIP RATE 7.2238 6.2200
7.2500
SUB SERV FEE .2448 .1250
.8750
MSTR SERV FEE .0595 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .0000 .0000
.0000
STRIP .6085 .0000
1.9200
TOTAL NUMBER OF LOANS: 426
TOTAL BALANCE........: 120,152,774.37
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented
or otherwise modified from time
to time, this "Contract") is made this _________ day of _______,
19____, by and between Residential
Funding Corporation, its successors and assigns ("Residential
Funding") and _____________________
(the "Seller/Servicer," and, together with Residential Funding,
the "parties" and each,
individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or
service Loans for, Residential
Funding, and Residential Funding desires to purchase Loans from
the Seller/Servicer and/or have the
Seller/Servicer service various of its Loans, pursuant to the
terms of this Contract and the
Residential Funding Seller and Servicer Guides incorporated
herein by reference, as amended,
supplemented or otherwise modified, from time to time (together,
the "Guides").
NOW, THEREFORE, in consideration of the premises, and the
terms, conditions and agreements set
forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read
the Guides. All provisions of
the Guides are incorporated by reference into and made a part of
this Contract, and shall be
binding upon the parties; provided, however, that the
Seller/Servicer shall be entitled to sell
Loans to and/or service Loans for Residential Funding only if and
for so long as it shall have been
authorized to do so by Residential Funding in writing; provided,
further that if the
Seller/Servicer does not service Loans for Residential Funding,
the provisions of the Residential
Funding Servicer Guide shall be inapplicable, and if the
Seller/Servicer does not sell Loans to
Residential Funding, the provisions of the Residential Funding
Seller Guide shall be inapplicable,
in each case until such time as the Seller/Servicer does service
Loans for or, as appropriate, does
sell Loans to Residential Funding. Specific reference in this
Contract to particular provisions
of the Guides and not to other provisions does not mean that
those provisions of the Guides not
specifically cited in this Contract are not applicable. All
terms used herein shall have the same
meanings as such terms have in the Guides, unless the context
clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no
provision of this Contract may be
waived or amended except in writing signed by the party against
whom enforcement is sought. Such
a written waiver or amendment must expressly reference this
Contract. However, by their terms, the
Guides may be amended or supplemented by Residential Funding from
time to time. Any such
amendment(s) to the Guides shall be binding upon the parties
hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each
represents and warrants to the other that
as of the date of this Contract:
(1) Each party is duly organized, validly existing, and
in good standing under the laws
of its jurisdiction of organization, is qualified, if
necessary, to do business in
each jurisdiction in which it is required to be so
qualified, and has the requisite
power and authority to enter into this Contract and
all other agreements which are
contemplated by this Contract and to carry out its
obligations hereunder and under
the Guides.
(2) This Contract has been duly authorized, executed and
delivered by each party and
constitutes a valid and legally binding agreement of
each party enforceable in
accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, nor any basis
therefor known to either party, that questions the
validity or prospective validity
of this Contract.
(4) Insofar as its capacity to carry out any obligation
under this Contract is
concerned, neither party is in violation of any
charter, articles of incorporation,
bylaws, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree,
order, statute, rule or regulation and no such
obligation adversely affects its
capacity to fulfill any of its promises or duties
under this Contract. Its
execution of, and performance pursuant to, this
Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and
covenants made by the Seller/Servicer
pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the
representations, warranties and covenants set forth in the
Guides and, upon request,
agrees to deliver to Residential Funding the certified
Resolution of Board of Directors
which authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default, or an Event of Servicer Default
shall occur, Residential Funding
may, at its option, exercise one or more of those remedies set
forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is
acting as an agent of Residential
Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior
Seller Contracts or Servicer
Contracts between the parties except that any subservicing
agreement executed by the
Seller/Servicer in connection with any loan-security exchange
transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or
in part, by the Seller/Servicer
without the prior written consent of Residential Funding.
Residential Funding may sell, assign,
convey, hypothecate, pledge or in any other way transfer, in
whole or in part, without restriction,
its rights under this Contract and the Guides with respect to any
Commitment or Loan. Unless
Residential Funding specifies otherwise, any such sale,
assignment, conveyance, hypothecation,
pledge or transfer shall be effective upon written notice by
Residential Funding to the
Seller/Servicer.
8. Notices.
All notices, requests, demands or other communications that are
to be given under this Contract
shall be in writing, addressed to the appropriate parties and
sent by certified mail, return
receipt requested, postage prepaid, to the addresses below.
However, another name or address or
both may be substituted by the Seller/Servicer pursuant to the
requirements of this paragraph 8,
or by Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notice must be sent to the appropriate
address specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of
any state or federal court
located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any
right under this Contract or otherwise arising from any loan sale
or servicing relationship
existing in connection with this Contract, and each of the
parties irrevocably agrees that all
claims in respect of any such action or proceeding may be heard
or determined in such state or
federal court. Each of the parties irrevocably waives the
defense of an inconvenient forum to the
maintenance of any such action or proceeding and any other
substantive or procedural rights or
remedies it may have with respect to the maintenance of any such
action or proceeding in any such
forum. Each of the parties agrees that a final judgment in any
such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit
on the judgment or in any other
manner provided by law. Each of the parties further agrees not
to institute any legal actions or
proceedings against the other party or any director, officer,
employee, attorney, agent or property
of the other party, arising out of or relating to this Contract
in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by
reference herein, constitutes the entire
understanding between the parties hereto and supersedes all other
agreements, covenants,
representations, warranties, understandings and communications
between the parties, whether written
or oral, with respect to the transactions contemplated by this
Contract. All section headings
contained herein are for convenience only and shall not be
construed as part of this Contract. Any
provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the
validity or enforceability of such
provision in any other jurisdiction, and, to this end, the
provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in
accordance with, applicable federal
laws and the laws of the State of Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding
have executed this Seller/Servicer Contract as of the date first
above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(If none, so state.)
(Name of Seller/Servicer)
By:
(Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By:
(Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage
Loans held by you for the referenced
pool, we request the release of the Mortgage Loan File described
below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid
in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in
connection with such payments
which are required to be deposited have been or will be so
deposited as provided in the Pooling and
Servicing Agreement."
Residential Funding Corporation
Authorized Signature
*****************************************************************
*************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check
off documents being enclosed with
a copy of this form. You should retain this form for your files
in accordance with the terms of
the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed
of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the
Mortgage Pass-Through Certificates, Series 1995-S12, 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. 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.
6. That the Owner has reviewed the restrictions set forth
on the face of the Class R
Certificates and the provisions of Section 5.02(g) 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.
7. That the Owner consents to any additional restrictions
or arrangements that shall be
deemed necessary upon advice of counsel to constitute a
reasonable arrangement to ensure that the
Class R Certificates will only be owned, directly or indirectly,
by an Owner that is not a
disqualified organization.
8. The Owner's Taxpayer Identification Number is
______________.
9. This affidavit and agreement relates only to the Class
R 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.
10. 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.
11. That the Owner has no present knowledge or
expectation that it will be unable to pay
any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this
regard, the Owner hereby represents to and for the benefit of the
person from whom it acquired the
Class R 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.
12. That the Owner has no present knowledge or
expectation that it will become insolvent
or subject to a bankruptcy proceeding for so long as any of the
Class R Certificates remain
outstanding.
13. The Owner is a citizen or resident of the United
States, a corporation, partnership
or other entity created or organized in, or under the laws of,
the United States or any political
subdivision thereof, or an estate or trust whose income from
sources without the United States is
includible in gross income for United States federal income tax
purposes regardless of its
connection with the conduct of a trade or business within the
United States.
IN WITNESS WHEREOF, the Owner has caused this instrument
to be executed on its behalf,
pursuant to the authority of its Board of Directors, by its
[Title of Officer] and its corporate
seal to be hereunto attached, attested by its [Assistant]
Secretary, this ____ day of
_______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to
be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the
Owner, and acknowledged to me that he executed the same as his
free act and deed and the free act
and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
Re: Mortgage Pass-Through Certificates, Series
1995-S12, 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-S12, Class R (the "Certificates"), pursuant to
Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of August 1, 1995, among
Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust Company, as
trustee (the "Trustee"). All terms
used herein and not otherwise defined shall have the meanings set
forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with,
the Company and the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser
has delivered to the Trustee
and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation
contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable
investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
the Seller has determined that
the Purchaser has historically paid its debts as they become due
and has found no significant
evidence to indicate that the Purchaser will not continue to pay
its debts as they become due in
the future. The Seller understands that the transfer of a Class
R Certificate may not be respected
for United States income tax purposes (and the Seller may
continue to be liable for United States
income taxes associated therewith) unless the Seller has
conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
RE: Mortgage Pass-Through Certificates,
Series 1995-S12, Class
Ladies and Gentlemen:
_________________________ (the "Purchaser")
intends to purchase from
___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1995-S12, Class __
(the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of August
1, 1995, among Residential Funding Mortgage Securities I, Inc.,
as seller (the "Company"),
Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee (the
"Trustee"). All terms used herein and not otherwise defined
shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to,
and covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a)
the Certificates have not
been and will not be registered or qualified
under the Securities Act of
1933, as amended (the "Act") or any state
securities law, (b) the Company is
not required to so register or qualify the
Certificates, (c) the Certificates
may be resold only if registered and qualified
pursuant to the provisions of
the Act or any state securities law, or if an
exemption from such
registration and qualification is available, (d)
the Pooling and Servicing
Agreement contains restrictions regarding the
transfer of the Certificates
and (e) the Certificates will bear a legend to
the foregoing effect.
2. The Purchaser is acquiring the
Certificates for its own account
for investment only and not with a view to or
for sale in connection with any
distribution thereof in any manner that would
violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial,
sophisticated institutional
investor having such knowledge and experience in
financial and business
matters, and, in particular, in such matters
related to securities similar to
the Certificates, such that it is capable of
evaluating the merits and risks
of investment in the Certificates, (b) able to
bear the economic risks of
such an investment and (c) an "accredited
investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished
with, and has had an
opportunity to review (a) [a copy of the Private
Placement Memorandum, dated
___________________, 19__, relating to the
Certificates (b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such
other information concerning
the Certificates, the Mortgage Loans and the
Company as has been requested by
the Purchaser from the Company or the Seller and
is relevant to the
Purchaser's decision to purchase the
Certificates. The Purchaser has had any
questions arising from such review answered by
the Company or the Seller to
the satisfaction of the Purchaser. [If the
Purchaser did not purchase the
Certificates from the Seller in connection with
the initial distribution of
the Certificates and was provided with a copy of
the Private Placement
Memorandum (the "Memorandum") relating to the
original sale (the "Original
Sale") of the Certificates by the Company, the
Purchaser acknowledges that
such Memorandum was provided to it by the
Seller, that the Memorandum was
prepared by the Company solely for use in
connection with the Original Sale
and the Company did not participate in or
facilitate in any way the purchase
of the Certificates by the Purchaser from the
Seller, and the Purchaser
agrees that it will look solely to the Seller
and not to the Company with
respect to any damage, liability, claim or
expense arising out of, resulting
from or in connection with (a) error or
omission, or alleged error or
omission, contained in the Memorandum, or (b)
any information, development or
event arising after the date of the Memorandum.]
5. The Purchaser has not and will not
nor has it authorized or will
it authorize any person to (a) offer, pledge,
sell, dispose of or otherwise
transfer any Certificate, any interest in any
Certificate or any other
similar security to any person in any manner,
(b) solicit any offer to buy or
to accept a pledge, disposition of other
transfer of any Certificate, any
interest in any Certificate or any other similar
security from any person in
any manner, (c) otherwise approach or negotiate
with respect to any
Certificate, any interest in any Certificate or
any other similar security
with any person in any manner, (d) make any
general solicitation by means of
general advertising or in any other manner or
(e) take any other action, that
(as to any of (a) through (e) above) would
constitute a distribution of any
Certificate under the Act, that would render the
disposition of any
Certificate a violation of Section 5 of the Act
or any state securities law,
or that would require registration or
qualification pursuant thereto. The
Purchaser will not sell or otherwise transfer
any of the Certificates, except
in compliance with the provisions of the Pooling
and Servicing Agreement.
6. The Purchaser is not an employee
benefit plan subject to the
Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or the
Internal Revenue Code of 1986 (the "Code"), or
an investment manager, a named
fiduciary or a trustee of any such plan or any
other Person acting, directly
or indirectly, on behalf of or purchasing any
Certificate with "plan assets"
of any such plan, and understands that
registration of transfer of any
Certificate to any such employee benefit plan,
or to any person acting on
behalf of or purchasing any Certificate with
"plan assets" of any such plan,
will not be made unless such employee benefit
plan delivers an opinion of its
counsel, addressed and satisfactory to the
Trustee, the Company and the
Master Servicer, to the effect that the purchase
and holding of a Certificate
by, on behalf of or with "plan assets" of such
plan is permissible under
applicable law, would not constitute or result
in a non-exempt prohibited
transaction under Section 406 of ERISA or
Section 4975 of the Code and would
not subject the Company, the Master Servicer or
the Trustee to any obligation
or liability (including liabilities under
Section 406 of ERISA or Section
4975 of the Code) in addition to those
undertaken in the Pooling and
Servicing Agreement or any other liability.
7. The Purchaser is not a non-United
States person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
Re: Mortgage Pass-Through Certificates,
Series 1995-S12, Class
Ladies and Gentlemen:
In connection with the sale by (the
"Seller") to
(the "Purchaser") of $ Initial Certificate
Principal Balance of Mortgage Pass-
Through Certificates, Series 1995-S12, Class (the
"Certificates"), issued pursuant to the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of August 1, 1995, among
Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding
Corporation, as master servicer, and Bankers Trust Company, as
trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with,
the Company and the Trustee that:
Neither the Seller nor anyone acting on its
behalf has (a) offered, pledged,
sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any
other similar security to any person in any manner, (b) has
solicited any offer to buy or to accept
a pledge, disposition or other transfer of any Certificate, any
interest in any Certificate or any
other similar security from any person in any manner, (c) has
otherwise approached or negotiated
with respect to any Certificate, any interest in any Certificate
or any other similar security with
any person in any manner, (d) has made any general solicitation
by means of general advertising or
in any other manner, or (e) has taken any other action, that (as
to any of (a) through (e) above)
would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"),
that would render the disposition of any Certificate a violation
of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The
Seller will not act, in any manner set forth in the foregoing
sentence with respect to any
Certificate. The Seller has not and will not sell or otherwise
transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including
numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder
(the "Seller"), intends to
transfer the Rule 144A Securities described above to the
undersigned buyer (the "Buyer").
1. In connection with such transfer and in
accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the
Seller hereby certifies the following
facts: Neither the Seller nor anyone acting on its behalf has
offered, transferred, pledged, sold
or otherwise disposed of the Rule 144A Securities, any interest
in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other
similar security from, or otherwise approached or negotiated with
respect to the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security with, any person
in any manner, or made any general solicitation by means of
general advertising or in any other
manner, or taken any other action, that would constitute a
distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition
of the Rule 144A Securities a violation of Section 5 of the 1933
Act or require registration
pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as
defined in Rule 144A under the 1933
Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the
Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the
"Agreement"), dated as of April 1, 1995, among Residential
Funding Corporation as Master Servicer,
Residential Funding Mortgage Securities I, Inc. as depositor
pursuant to Section 5.02 of the
Agreement and Bankers Trust as trustee, as follows:
a. The Buyer understands that the Rule
144A Securities have not been
registered under the 1933 Act or the securities laws
of any state.
b. The Buyer considers itself a
substantial, sophisticated
institutional investor having such knowledge and
experience in financial and
business matters that it is capable of evaluating the
merits and risks of investment
in the Rule 144A Securities.
c. The Buyer has been furnished with all
information regarding the Rule
144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on
its behalf has offered,
transferred, pledged, sold or otherwise disposed of
the Rule 144A Securities, any
interest in the Rule 144A Securities or any other
similar security to, or solicited
any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities
or any other similar security
from, or otherwise approached or negotiated with
respect to the Rule 144A
Securities, any interest in the Rule 144A Securities
or any other similar security
with, any person in any manner, or made any general
solicitation by means of general
advertising or in any other manner, or taken any
other action, that would constitute
a distribution of the Rule 144A Securities under the
1933 Act or that would render
the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act
or require registration pursuant thereto, nor will it
act, nor has it authorized or
will it authorize any person to act, in such manner
with respect to the Rule 144A
Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is
defined in Rule 144A under the 1933 Act and has
completed either of the forms of
certification to that effect attached hereto as Annex
1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own
account or the accounts of other
qualified institutional buyers, understands that such
Rule 144A Securities may be
resold, pledged or transferred only (i) to a person
reasonably believed to be a
qualified institutional buyer that purchases for its
own account or for the account
of a qualified institutional buyer to whom notice is
given that the resale, pledge
or transfer is being made in reliance on Rule 144A,
or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller, the
Trustee, Master Servicer and the Company that either (1) the
Buyer is (A) not an employee benefit
plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974,
as amended ("ERISA")), or a plan (within the meaning of Section
4975(e)(1) of the Internal Revenue
Code of 1986 ("Code")), which (in either case) is subject to
ERISA or Section 4975 of the Code
(both a "Plan"), and (B) is not directly or indirectly purchasing
the Rule 144A Securities on
behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets"
of a Plan, or (2) the Buyer understands that registration of
transfer of any Rule 144A Securities
to any Plan, or to any Person acting on behalf of any Plan, will
not be made unless such Plan
(delivers an opinion of its counsel, addressed and satisfactory
to the Trustee, the Company and the
Master Servicer, to the effect that the purchase and holding of
the Rule 144A Securities by, on
behalf of or with "plan assets" of any Plan would not constitute
or result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the
Code, and would not subject the
Company, the Master Servicer or the Trustee to any obligation or
liability (including liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and
Servicing Agreement or any other liability.]
4. This document may be executed in one or more
counterparts and by the
different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed
to be an original; such counterparts, together, shall constitute
one and the same document.
IN WITNESS WHEREOF, each of the parties has
executed this document as of the
date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers Other Than Registered Investment
Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior
Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is
a "qualified institutional
buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because
(i) the Buyer owned and/or invested on a discretionary basis
$______________________ in securities
(except for the excluded securities referred to below) as of the
end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Buyer
satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than
a bank, savings and loan
association or similar institution), Massachusetts or
similar business trust, partnership,
or charitable organization described in Section 501(c)(3)
of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws
of any State, territory or the District of Columbia, the
business of which is
substantially confined to banking and is supervised by the
State or territorial banking
commission or similar official or is a foreign bank or
equivalent institution, and (b) has
an audited net worth of at least $25,000,000 as
demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan
association, cooperative bank, homestead association or
similar institution, which is
supervised and examined by a State or Federal authority
having supervision over any such
institutions or is a foreign savings and loan association
or equivalent institution and
(b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual
financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the Securities
Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant
business activity is the writing of insurance or the
reinsuring of risks underwritten by
insurance companies and which is subject to supervision by
the insurance commissioner or
a similar official or agency of a State or territory or
the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the
Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment
Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small
Business Administration under Section 301(c) or (d) of the
Small Business Investment Act
of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a
bank or trust company and whose
participants are exclusively (a) plans established and
maintained by a State, its
political subdivisions, or any agency or instrumentality
of the State or its political
subdivisions, for the benefit of its employees, or (b)
employee benefit plans within the
meaning of Title I of the Employee Retirement Income
Security Act of 1974, but is not a
trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include (i) securities of issuers
that are affiliated with the Buyer, (ii) securities that are part
of an unsold allotment to or
subscription by the Buyer, if the Buyer is a dealer, (iii) bank
deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or
invested on a discretionary basis by the Buyer, the Buyer used
the cost of such securities to the
Buyer and did not include any of the securities referred to in
the preceding paragraph. Further,
in determining such aggregate amount, the Buyer may have included
securities owned by subsidiaries
of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial
statements prepared in accordance with generally accepted
accounting principles and if the
investments of such subsidiaries are managed under the Buyer's
direction. However, such securities
were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise
and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule 144A and understands that
the seller to it and other parties related to the Certificates
are relying and will continue to
rely on the statements made herein because one or more sales to
the Buyer may be in reliance on
Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no",
the Buyer agrees that, in
connection with any purchase of securities sold to the Buyer for
the account of a third party
(including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the
account of a third party that at the time is a "qualified
institutional buyer" within the meaning
of Rule 144A. In addition, the Buyer agrees that the Buyer will
not purchase securities for a
third party unless the Buyer has obtained a current
representation letter from such third party or
taken other appropriate steps contemplated by Rule 144A to
conclude that such third party
independently meets the definition of "qualified institutional
buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of
any changes in the information and conclusions herein. Until
such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
144A
[For Buyers That Are Registered Investment
Companies]
The undersigned hereby certifies as follows in connection
with the Rule 144A Investment
Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or
Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933
("Rule 144A") because Buyer is part
of a Family of Investment Companies (as defined below), is such
an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional
buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the
Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes
of determining the amount of securities owned by the Buyer or
the Buyer's Family of Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount
being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment
Companies which owned in the aggregate
$______________ in securities (other than the
excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used
herein means two or more
registered investment companies (or series thereof) that have the
same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same
parent or because one investment adviser is a majority owned
subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers
that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii)
bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase
agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands
that each of the parties to
which this certification is made are relying and will continue to
rely on the statements made
herein because one or more sales to the Buyer will be in reliance
on Rule 144A. In addition, the
Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to
which this certification is
made of any changes in the information and conclusions herein.
Until such notice, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification by the
undersigned as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 12.01(e) for a
Limited Guaranty]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited
Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject
to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution
Date or the related Determination Date, the Master Servicer shall
determine whether it or any
Subservicer will be entitled to any reimbursement pursuant to
Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which
will not be Advances or
Subservicer Advances that were made with respect to delinquencies
which were subsequently
determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or
Extraordinary Losses) and, if so, the Master Servicer shall
demand payment from Residential Funding
of an amount equal to the amount of any Advances or Subservicer
Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer
Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the
Class B Certificateholders in the same manner as if such amount
were to be distributed pursuant to
Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later
of the third Business Day
prior to each Distribution Date or the related Determination
Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and Extraordinary Losses) will be
allocated to the Class B Certificates
on such Distribution Date pursuant to Section 4.05, and, if so,
the Master Servicer shall demand
payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same
to the Class B Certificateholders in the same manner as if such
amount were to be distributed
pursuant to Sections 4.02(a); provided, however, that the amount
of such demand in respect of any
Distribution Date shall in no event be greater than the sum of
(i) the additional amount of Accrued
Certificate Interest that would have been paid for the Class B
Certificateholders on such
Distribution Date had such Realized Loss or Losses not occurred
plus (ii) the amount of the
reduction in the Certificate Principal Balances of the Class B
Certificates on such Distribution
Date due to such Realized Loss or Losses. Notwithstanding such
payment, such Realized Losses shall
be deemed to have been borne by the Certificateholders for
purposes of Section 4.05. Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses
allocated to the Class B Certificates will not be covered by the
Subordinate Certificate Loss
Obligation.
(c) Demands for payments pursuant to this Section shall
be made prior to the later
of the third Business Day prior to each Distribution Date or the
related Determination Date by the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential
Funding shall be required to pay pursuant to this Section on any
Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous
payments made under subsections (a) and (b) hereof and (ii) all
draws under the Limited Guaranty
made in lieu of such payments as described below in subsection
(d) and (Y) the then outstanding
Certificate Principal Balances of the Class B Certificates, or
such lower amount as may be
established pursuant to Section 12.02. Residential Funding's
obligations as described in this
Section are referred to herein as the "Subordinate Certificate
Loss Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any
failure of Residential Funding to make any payments hereunder and
shall demand payment pursuant to
the limited guaranty (the "Limited Guaranty"), executed by
General Motors Acceptance Corporation,
of Residential Funding's obligation to make payments pursuant to
this Section, in an amount equal
to the lesser of (i) the Amount Available and (ii) such required
payments, by delivering to General
Motors Acceptance Corporation a written demand for payment by
wire transfer, not later than the
second Business Day prior to the Distribution Date for such
month, with a copy to the Master
Servicer.
(e) All payments made by Residential Funding pursuant to
this Section or amounts paid
under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution
on the Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for
either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond,
insurance policy or similar instrument or a reserve fund;
provided that (i) the Company obtains an
Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter
of credit, surety bond, insurance
policy or similar instrument or reserve fund will not cause
either (a) any federal tax to be
imposed on 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 12.01(e) and, provided further that the
Company obtains, in the case of a
material amendment or supersession (but not a reduction,
cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an
Opinion of Counsel (which need not be
an opinion of Independent counsel) to the effect that any such
amendment or supersession will not
cause either (a) any federal tax to be imposed on 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-S12
, 1995
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware
corporation ("Residential
Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York
corporation ("GMAC"), plans to incur certain obligations as
described under Section 11.01 of the
Pooling and Servicing Agreement dated as of August 1, 1995, (the
"Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"),
Residential Funding and Bankers
Trust Company (the "Trustee") as amended by Amendment No. 1
thereto, dated as of , with
respect to the Mortgage Pass-Through Certificates, Series
1995-S12 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding
agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses
on the Mortgage Loans as described in the Servicing Agreement;
and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of
Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good
and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute
and deposit in the Certificate
Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause
to be made available to Residential Funding), either directly or
through a subsidiary, in any case
prior to the related Distribution Date, such moneys as may be
required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as
the same arises from time to time
upon the demand of the Trustee in accordance with Section 11.01
of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a)
shall be absolute,
irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person
of all or any part of its or their interest in Residential
Funding, by any insolvency, bankruptcy,
dissolution or other proceeding affecting Residential Funding or
any other person, by any defense
or right of counterclaim, set-off or recoupment that GMAC may
have against Residential Funding or
any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's
obligations under clause (a) shall terminate upon the earlier of
(x) substitution for this Limited
Guaranty pursuant to Section 12.01(f) of the Servicing Agreement,
or (y) the termination of the
Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on
the part of Residential
Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise
of any such rights shall not
preclude any other or further exercise of that or any other such
right. GMAC further waives
demand, presentment, notice of default, protest, notice of
acceptance and any other notices with
respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on
the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified,
amended or terminated only by the written agreement of GMAC and
the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement.
The obligations of GMAC under this Limited Guaranty shall
continue and remain in effect so long as
the Servicing Agreement is not modified or amended in any way
that might affect the obligations of
GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein
set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State
of New York.
6. Authorization and Reliance. GMAC understands that a
copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to
the Servicing Agreement and GMAC hereby authorizes the Company
and the Trustee to rely on the
covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have
the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed
in any number of
counterparts, each of which shall be deemed to be an original and
such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty
to be executed and delivered
by its respective officers thereunto duly authorized as of the
day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
Bankers Trust Company
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF
MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1995-S12
Re: Mortgage Pass-Through Certificates, Series 1995-S12
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 August 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
(see attached)
1995-S12 SCHEDULE OF DISCOUNT MORTGAGE LOANS
LOAN PRINCIPAL NET MTG DISCOUNT PO
NUMBER BALANCE RATE FRACTION BALANCE
1432569 397,966.67 6.22% 14.2068965517% $56,538.71
1431303 309,000.53 6.47% 10.7586206897% $33,244.19
1434417 184,416.33 6.67% 8.0000000000% $14,753.31
1429752 59,812.75 6.80% 6.2758620690% $3,753.77
1432478 193,775.74 6.80% 6.2758620690% $12,161.10
1431305 265,668.30 6.85% 5.5862068966% $14,840.78
1434803 484,499.73 6.92% 4.5517241379% $22,053.09
1419750 227,593.31 6.97% 3.8620689655% $8,789.81
1419924 292,928.69 6.97% 3.8620689655% $11,313.11
1432573 350,813.70 6.97% 3.8620689655% $13,548.67
1432575 368,857.83 6.97% 3.8620689655% $14,245.54
1432577 119,928.64 6.97% 3.8620689655% $4,631.73
1432582 750,000.00 6.97% 3.8620689655% $28,965.52
1434932 648,002.23 6.97% 3.8620689655% $25,026.29
1423908 368,852.82 7.00% 3.5172413793% $12,973.44
1423911 319,007.85 7.00% 3.5172413793% $11,220.28
1434501 304,000.00 7.00% 3.5172413793% $10,692.41
1423913 299,073.91 7.05% 2.8275862069% $8,456.57
1423914 283,123.29 7.05% 2.8275862069% $8,005.56
1429748 100,193.13 7.05% 2.8275862069% $2,833.05
1432476 256,838.11 7.05% 2.8275862069% $7,262.32
1434558 298,162.33 7.05% 2.8275862069% $8,430.80
1434592 258,597.92 7.05% 2.8275862069% $7,312.08
1434621 270,000.00 7.05% 2.8275862069% $7,634.48
1436623 120,000.00 7.05% 2.8275862069% $3,393.10
1424580 400,000.00 7.10% 2.1379310345% $8,551.72
1432567 332,730.93 7.10% 2.1379310345% $7,113.56
1432572 249,236.65 7.10% 2.1379310345% $5,328.51
1433303 105,000.00 7.10% 2.1379310345% $2,244.83
1433317 500,000.00 7.10% 2.1379310345% $10,689.66
1435541 348,000.00 7.15% 1.4482758621% $5,040.00
1420738 283,273.14 7.17% 1.1034482759% $3,125.77
1434563 464,000.00 7.17% 1.1034482759% $5,120.00
1434614 276,911.16 7.17% 1.1034482759% $3,055.57
1434953 343,958.06 7.17% 1.1034482759% $3,795.40
1435831 1,000,000.00 7.17% 1.1034482759% $11,034.48
1435832 212,800.00 7.17% 1.1034482759% $2,348.14
1425447 310,000.00 7.20% 0.7586206897% $2,351.72
1417312 800,000.00 7.22% 0.4137931034% $3,310.34
1420005 124,622.48 7.22% 0.4137931034% $515.68
1422650 453,625.84 7.22% 0.4137931034% $1,877.07
1431293 258,367.33 7.22% 0.4137931034% $1,069.11
1432221 199,395.98 7.22% 0.4137931034% $825.09
1432563 408,761.75 7.22% 0.4137931034% $1,691.43
1432578 518,429.54 7.22% 0.4137931034% $2,145.23
1432585 161,250.00 7.22% 0.4137931034% $667.24
1423918 398,786.63 7.25% 0.0689655172% $275.03
1423929 307,065.71 7.25% 0.0689655172% $211.77
1432868 250,000.00 7.25% 0.0689655172% $172.41
$16,237,329.01 2.6767916083% $434,639.46
