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) May 30, 1996
Residential Funding Mortgage Securities I, Inc. (as company under
a Pooling and Servicing Agreement dated as of May 1, 1996
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1996-S13)
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)
Exhibit Index Located on Page 2
Items 1 through 6 and Item 8 are not included because they are not
applicable.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies) - The following
execution copies of Exhibits to the Form S-3 Registration
Statement of the Registrant are hereby filed:
Sequentially
Exhibit
Numbered
Number Exhibit
Page
7(c) Pooling and Servicing Agreement, dated 004
as of May 1, 1996 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/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: May 30, 1996
Exhibit 7(c)
Pooling and Servicing Agreement
<PAGE>
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S13
<PAGE>
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS
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<CAPTION>
<S> <C>
Section 1.01. Definitions 3
Accrued Certificate Interest 3
Adjusted Mortgage Rate 4
Advance 4
Affiliate 4
Agreement 4
Amount Held for Future Distribution 4
Appraised Value 4
Assignment 4
Assignment Agreement 5
Assignment of Proprietary Lease 5
Available Distribution Amount 5
Bankruptcy Amount 5
Bankruptcy Code 5
Bankruptcy Loss 5
Book-Entry Certificate 6
Business Day 6
Buydown Funds 6
Buydown Mortgage Loan 6
Cash Liquidation 6
Certificate 6
Certificate Account 6
Certificate Account Deposit Date 7
Certificateholder or Holder 7
Certificate Owner 7
Certificate Principal Balance 7
Certificate Register and Certificate Registrar 8
Class 8
Class A Certificate 8
Class A-6 Collection Shortfall 8
Class A-6 Principal Distribution Amount 8
Class B Certificate 9
Class B Percentage 9
Class B-1 Percentage 9
Class B-1 Prepayment Distribution Trigger 9
Class B-2 Percentage 9
Class B-2 Prepayment Distribution Trigger 9
Class B-3 Percentage 9
Class B-3 Prepayment Distribution Trigger 10
Class M Certificate 10
Class M Percentage 10
Class M-1 Percentage 10
Class M-2 Percentage 10
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Class M-2 Prepayment Distribution Trigger 10
Class M-3 Percentage 10
Class M-3 Prepayment Distribution Trigger 11
Class R Certificate 11
Closing Date 11
Code 11
Compensating Interest 11
Cooperative 11
Cooperative Apartment 11
Cooperative Lease 11
Cooperative Loans 12
Cooperative Stock 12
Cooperative Stock Certificate 12
Corporate Trust Office 12
Credit Support Depletion Date 12
Curtailment 12
Custodial Account 12
Custodial Agreement 12
Custodian 12
Cut-off Date 12
Cut-off Date Principal Balance 13
Debt Service Reduction 13
Deficient Valuation 13
Definitive Certificate 13
Deleted Mortgage Loan 13
Depository 13
Depository Participant 13
Destroyed Mortgage Note 13
Determination Date 13
Discount Fraction 13
Discount Mortgage Loan 14
Disqualified Organization 14
Distribution Date 14
Due Date 14
Due Period 14
Eligible Account 15
Eligible Funds 15
Event of Default 15
Excess Bankruptcy Loss 15
Excess Fraud Loss 15
Excess Special Hazard Loss 16
Excess Spread 16
Excess Subordinate Principal Amount 16
Extraordinary Events 16
Extraordinary Losses 17
FDIC 17
FHLMC 17
Final Distribution Date 17
Fitch 17
FNMA 17
Foreclosure Profits 17
Fraud Loss Amount 18
Fraud Losses 18
Independent 18
</TABLE>
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Initial Certificate Principal Balance 18
Initial Monthly Payment Fund 18
Insurance Proceeds 18
Insurer 19
Late Collections 19
Liquidation Proceeds 19
Loan-to-Value Ratio 19
Lockout Distribution Percentage 19
Maturity Date 19
Monthly Payment 19
Moody's 20
Mortgage 20
Mortgage File 20
Mortgage Loan Schedule 20
Mortgage Loans 21
Mortgage Note 21
Mortgage Rate 21
Mortgaged Property 21
Mortgagor 21
Net Mortgage Rate 21
Non-Discount Mortgage Loan 21
Non-Primary Residence Loans 21
Non-United States Person 21
Nonrecoverable Advance 21
Nonsubserviced Mortgage Loan 22
Officers' Certificate 22
Opinion of Counsel 22
Original Senior Percentage 22
Outstanding Mortgage Loan 22
Owner or Holder 22
Ownership Interest 23
Pass-Through Rate 23
Paying Agent 23
Percentage Interest 23
Permitted Investments 23
Permitted Transferee 25
Person 25
Pool Stated Principal Balance 25
Prepayment Assumption 25
Prepayment Distribution Percentage 25
Prepayment Distribution Trigger 26
Prepayment Interest Shortfall 27
Prepayment Period 27
Primary Insurance Policy 27
Principal Prepayment 27
Principal Prepayment in Full 27
Program Guide 27
Purchase Price 27
Qualified Substitute Mortgage Loan 27
Rating Agency 28
Realized Loss 28
Record Date 29
Regular Certificate 29
REMIC 29
REMIC Administrator 29
REMIC Provisions 29
</TABLE>
<PAGE>
<TABLE>
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<S> <C>
REO Acquisition 29
REO Disposition 29
REO Imputed Interest 30
REO Proceeds 30
REO Property 30
Request for Release 30
Required Insurance Policy 30
Residential Funding 30
Responsible Officer 30
Schedule of Discount Fractions 30
Security Agreement 30
Seller 30
Seller's Agreement 31
Senior Accelerated Distribution Percentage 31
Senior Certificates 32
Senior Percentage 32
Senior Principal Distribution Amount 32
Servicing Accounts 32
Servicing Advances 32
Servicing Fee 33
Servicing Officer 33
Special Hazard Amount 33
Special Hazard Loss 34
Spread Rate 34
Standard & Poor's 34
Stated Principal Balance 34
Subordinate Percentage 34
Subordinate Principal Distribution Amount 34
Subserviced Mortgage Loan 35
Subservicer 35
Subservicer Advance 35
Subservicing Account 35
Subservicing Agreement 35
Subservicing Fee 35
Tax Returns 36
Transfer 36
Transferee 36
Transferor 36
Trust Fund 36
Uniform Single Attestation Program for Mortgage Bankers: 36
Uninsured Cause 36
United States Person 37
Voting Rights 37
</TABLE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
<TABLE>
<CAPTION>
<S> <C> <C>
Section 2.01. Conveyance of Mortgage Loans 38
Section 2.02. Acceptance by Trustee 43
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Page
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<S> <C>
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company 45
Section 2.04. Representations and Warranties of
Sellers 49
Section 2.05. Execution and Authentication of Certificates 52
</TABLE>
<TABLE>
<CAPTION>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
<S> <C> <C>
Section 3.01. Master Servicer to Act as Servicer
53
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of
Subservicers' and Sellers' Obligations 54
Section 3.03. Successor Subservicers 55
Section 3.04. Liability of the Master Servicer 56
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders
or the Owner of the Excess Spread. 56
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
57
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account. 57
Section 3.08. Subservicing Accounts; Servicing Accounts
60
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans 61
Section 3.10. Permitted Withdrawals from the Custodial Account
62
Section 3.11. Maintenance of the Primary Insurance Policies; Collections Thereunder
64
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
65
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements;
Certain Assignments 67
Section 3.14. Realization Upon Defaulted Mortgage Loans
69
Section 3.15. Trustee to Cooperate; Release of Mortgage Files
72
Section 3.16. Servicing and Other Compensation; Compensating Interest
73
Section 3.17. Reports to the Trustee and the Company
75
Section 3.18. Annual Statement as to Compliance
75
</TABLE>
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<S> <C> <C>
Section 3.19. Annual Independent Public Accountants' Servicing Report.
75
Section 3.20. Rights of the Company in Respect of the Master Servicer.
76
Section 3.21. Administration of Buydown Funds 77
</TABLE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
<TABLE>
<CAPTION>
<S> <C> <C>
Section 4.01. Certificate Account 78
Section 4.02. Distributions 78
Section 4.03. Statements to Certificateholders and the Owner of the Excess Spread
88
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the
Master Servicer 91
Section 4.05. Allocation of Realized Losses 93
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
94
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
94
</TABLE>
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
<TABLE>
<CAPTION>
<S> <C> <C>
Section 5.01. The Certificates 96
Section 5.02. Registration of Transfer and Exchange of Certificates and Restrictions on
Transfer of Excess 98
Spread.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates
103
Section 5.04. Persons Deemed Owners
104
Section 5.05. Appointment of Paying Agent
104
Section 5.06. Optional Purchase of Certificates
105
</TABLE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
<TABLE>
<CAPTION>
<S> <C> <C>
Section 6.01. Respective Liabilities of the Company and the Master Servicer
107
Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and 107
Delegation of Duties by Master Servicer.
Section 6.03. Limitation on Liability of the Company, the Master Servicer and Others.
108
</TABLE>
<PAGE>
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<S> <C> <C>
Section 6.04. Company and Master Servicer Not to Resign
109
ARTICLE VII
DEFAULT
Section 7.01. Events of Default 110
Section 7.02. Trustee or Company to Act; Appointment of Successor
112
Section 7.03. Notification to Certificateholders
113
Section 7.04. Waiver of Events of Default
113
</TABLE>
ARTICLE VIII
CONCERNING THE TRUSTEE
<TABLE>
<CAPTION>
<S> <C> <C>
Section 8.01. Duties of Trustee 115
Section 8.02. Certain Matters Affecting the Trustee 117
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans 119
Section 8.04. Trustee May Own Certificates 119
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification. 119
Section 8.06. Eligibility Requirements for Trustee 120
Section 8.07. Resignation and Removal of the Trustee 121
Section 8.08. Successor Trustee 122
Section 8.09. Merger or Consolidation of Trustee 122
Section 8.10. Appointment of Co-Trustee or Separate Trustee. 123
Section 8.11. Appointment of Custodians 124
Section 8.12. Appointment of Office or Agency 124
</TABLE>
ARTICLE IX
<TABLE>
<CAPTION>
TERMINATION
<S> <C> <C> <C>
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans 125
Section 9.02. Additional Termination Requirements 128
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. 129
Section 10.02. Master Servicer and Trustee Indemnification 133
</TABLE>
<PAGE>
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment 134
Section 11.02. Recordation of Agreement; Counterparts 137
Section 11.03. Limitation on Rights of Certificateholders 137
Section 11.04. Governing Law 138
Section 11.05. Notices 138
Section 11.06. Notices to Rating Agency 139
Section 11.07. Severability of Provisions 140
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
<PAGE>
This is a Pooling and Servicing Agreement, effective as of May 1, 1996,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company
(together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as Trustee
(together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of Trust Fund herein and subject to this Agreement (including the
Mortgage Loans but excluding the Initial Monthly Payment Fund), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax purposes and such
segregated pool of assets will be designated as a "REMIC." The Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the rights in and
to the Excess Spread (as defined herein) will be "regular interests" in the
REMIC and the Class R Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions (as defined herein)
under federal income tax law.
<PAGE>
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.
<TABLE>
<CAPTION>
Designation Type Pass-Through Aggregate Initial Features Maturity
Initial
Rate Certificate Date Ratings
Principal ------------
Balance S&P
------------
<S> <C> <C> <C> <C> <C> <C>
Class A-1 Senior 7.00% $79,750,000.00 Senior May 25, 2011
AAA
Class A-2 Senior 7.00% $13,800,000.00 Senior May 25, 2011
AAA
Class A-3 Senior 7.00% $18,350,000.00 Senior May 25, 2011
AAA
Class A-4 Senior 7.00% $18,245,000.00 Senior May 25, 2011
AAA
Class A-5 Senior 7.00% $20,000,000.00 Prepayment May 25,
2011 AAA
Lockout/Senior
Class A-6 Senior 0.00% $ 2,531,159.46 Principal May 25, 2011
AAAr
Only/Senior
Class R Senior 7.00% $ 100.00 Residual May 25, 2011
AAA
Class M-1 Mezzanine 7.00% $ 2,368,100.00 Mezzanine May 25,
2011 AA
Class M-2 Mezzanine 7.00% $ 789,000.00 Mezzanine May 25,
2011 A
Class M-3 Mezzanine 7.00% $ 394,500.00 Mezzanine May 25,
2011 BBB
Class B-1 Subordinate 7.00% $ 789,000.00 Subordinate May 25,
2011 BB
Class B-2 Subordinate 7.00% $ 394,500.00 Subordinate May 25,
2011 B
Class B-3 Subordinate 7.00% $ 394,216.33 Subordinate May 25,
2011 N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to
$157,805,575.79. The Mortgage Loans are fixed-rate mortgage loans having terms
to maturity at origination or modification of not more than 15 years.
<PAGE>
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-6 Certificates), any Class M
Certificate, any Class B Certificate or any Class R Certificate, one month's
interest accrued at the related Pass-Through Rate on the Certificate Principal
Balance thereof immediately prior to such Distribution Date. Accrued Certificate
Interest will be calculated on the basis of a 360-day year consisting of twelve
30-day months. In each case Accrued Certificate Interest on any Class of
Certificates will be reduced by the amount of (i) Prepayment Interest Shortfalls
(to the extent not offset by the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01), (ii) the interest portion (adjusted to
the Net Mortgage Rate) of Realized Losses (including Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses)
not allocated solely to one or more specific Classes of Certificates pursuant to
Section 4.05, (iii) the interest portion of Advances previously made with
respect to a Mortgage Loan or REO Property which remained unreimbursed following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property
that were made with respect to delinquencies that were ultimately determined to
be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses and (iv) any other interest shortfalls not covered by
the subordination provided by the Class M Certificates and Class B Certificates,
including interest that is not collectible from the Mortgagor pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations as in effect from time to time, with all such
reductions allocated among all of the Certificates and to the Excess Spread in
proportion to their respective amounts of Accrued Certificate Interest and the
amount of Excess Spread payable on such Distribution Date which would have
resulted absent such reductions. In addition to that portion of the reductions
described in the preceding sentence that are allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued Certificate Interest
on such Class of Class B Certificates or such Class of Class M Certificates will
be reduced by the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class
<PAGE>
of Class B Certificates or such Class of Class M Certificates pursuant to
Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date
----------------------
of determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master
-------
Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
---------
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments
---------
hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
-----------------------------------
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
---------------
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
----------
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
<PAGE>
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated as
--------------------
of May 30, 1996, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
-------------------------------
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
-----------------------------
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to
Section 3.12(a) and (iv) any amount deposited in the Certificate Account
pursuant to Section 4.07, reduced by (b) the sum as of the close of business on
the immediately preceding Determination Date of (w) aggregate Foreclosure
Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted
to be withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), i nclusive, 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 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
---------------
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
---------------
Valuation or Debt Service Reduction; provided, however, that neither a Deficient
-------- -------
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Master Servicer has notified the Trustee in writing
that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage
<PAGE>
Loan is not in default with regard to payments due thereunder or (B) delinquent
payments of principal and interest under the related Mortgage Loan and any
premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage Loan are being advanced on a current
basis by the Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
----------------------
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
------------
day on which banking institutions in the State of New York, the State of
Michigan, the State of California or the State of Illinois (and such other state
or states in which the Custodial Account or the Certificate Account are at the
time located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
-------------
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
---------------------
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a
----------------
Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be finally recoverable with respect to
such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
-----------
Certificate or Class R Certificate.
Certificate Account: The separate 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 and the Owner of
the Excess Spread, Series 1996-S13" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the
--------------------------------
Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
---------------------------
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes
<PAGE>
hereof and, solely for the purpose of giving any consent or direction pursuant
to this Agreement, any Certificate, other than a Class R Certificate, registered
in the name of the Company, the Master Servicer or any Subservicer or any
Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest or Voting Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests or Voting
Rights necessary to effect any such consent or direction has been obtained. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to recognize as a
-------- -------
"Holder" or "Certificateholder" only the Person in whose name a Certificate is
registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
-----------------
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
-----------------------------
and Class R Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Certificate as specified on
the face thereof, minus (ii) the sum of (x) the aggregate of all amounts
previously distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal Balance or amount
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate Principal Balances
of the Class B Certificates have been reduced to zero, the Certificate Principal
Balance of each Class M Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal
<PAGE>
Balance of all other Classes of Certificates then outstanding. With respect to
each Class B Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class B Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05; provided, that the
Certificate Principal Balance of each Class B Certificate of those Class B
Certificates outstanding with the highest numerical designation at any given
time shall be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of all other Classes of Certificates then outstanding.
Certificate Register and Certificate Registrar: The register maintained
----------------------------------------------
and the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same
-----
designation.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
-------------------
Class A-4, Class A-5 or Class A-6 Certificates, executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit A, each such Certificate evidencing an interest designated as
a "regular interest" in the REMIC for purposes of the REMIC Provisions.
Class A-6 Collection Shortfall: With respect to the Final Disposition of
------------------------------
a Discount Mortgage Loan and any Distribution Date, the excess of the amount
described in Section 4.02(b)(i)(C)(1) over the amount described in Section
4.02(b)(i)(C)(2).
Class A-6 Principal Distribution Amount: As defined in Section
---------------------------------------
4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
-------------------
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and Class
------------------
B-3 Percentage.
<PAGE>
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
--------------------
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 1.00%.
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 0.50%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
--------------------
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.25%.
<PAGE>
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 REMIC 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 1.75%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
--------------------
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
-----------------------------------------
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage
<PAGE>
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 1.25%.
Class R Certificate: Any one of the Class R Certificates.
-------------------
Closing Date: May 30, 1996.
------------
Code: The Internal Revenue Code of 1986.
----
Compensating Interest: With respect to any Distribution Date, an amount
---------------------
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under
-----------
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
---------------------
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
-----------------
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease
or agreement confers an exclusive right to the holder of such Cooperative
Stock to occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
-----------------
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
<PAGE>
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 1996-S13.
Credit Support Depletion Date: The first Distribution Date on which the
-----------------------------
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
-----------
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
-----------------
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
-------------------
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
---------
Cut-off Date: May 1, 1996.
------------
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,
<PAGE>
which valuation or reduction results from a proceeding under the Bankruptcy
Code.
Definitive Certificate: Any definitive, fully registered Certificate.
----------------------
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
---------------------
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
----------
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
----------------------
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
-----------------------
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
------------------
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
-----------------
fraction expressed as a percentage, the numerator of which is 7.00% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 7.00%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
----------------------
the initial Net Mortgage Rate) of less than 7.00% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
-------------------------
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by
<PAGE>
such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the
Trustee based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Class R Certificate by such Person may cause the Trust Fund or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R Certificate to such Person. The terms "United States",
"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
-----------------
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the
--------
month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing
----------
on the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i)
----------------
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the
c
<PAGE>
case of the Certificate Account, a trust account or accounts maintained in the
corporate trust division of Bankers Trust Company, or (v) an account or accounts
of a depository institution acceptable to each Rating Agency (as evidenced in
writing by each Rating Agency that use of any such account as the Custodial
Account or the Certificate Account will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency).
Eligible Funds: On any Distribution Date means the portion, if any, of
--------------
the Available Distribution Amount remaining after reduction by the sum of (i)
the aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates and the Excess Spread, (ii) the Senior Principal Distribution
Amount (determined without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii)
the Class A-6 Principal Distribution Amount (determined without regard to
Section 4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued
Certificate Interest on the Class M, Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
----------------
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
----------------------
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
-----------------
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
--------------------------
that exceeds the then applicable Special Hazard Amount.
Excess Spread: With respect to any Distribution Date, the aggregate of
-------------
month's interest on the Stated Principal Balance of each Mortgage Loan at the
applicable Spread Rate, calculated on the basis of a 360-day year consisting of
twelve 30-day months. Excess Spread on any Distribution Date will be reduced by
the interest shortfalls described in clauses (i) through (iv) of the fourth
sentence of the definition of Accrued Certificate Interest, to the extent
allocated thereto pursuant to the provisions of such definition.
Excess Subordinate Principal Amount: With respect to any Distribution
-----------------------------------
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates
<PAGE>
on such Distribution Date, as reduced by any such amount that is included in
Section 4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
--------------------
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity
bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combatting or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or air
forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combatting or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
--------------------
resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
----
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
-----
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
<PAGE>
Final Distribution Date: The Distribution Date on which the final
-----------------------
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in interest.
-----
FNMA: Federal National Mortgage Association, a federally chartered and
----
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
-------------------
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off
-----------------
Date, an amount equal to: (Y) prior to the third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such
<PAGE>
Rating Agency and (ii) provide a copy of such written confirmation to the
Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in
------------
the origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such
-----------
a Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
-------------------------------------
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
----------------------------
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
------------------
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
-------
successor thereto or the named insurer in any replacement policy.
Late Collections: With respect to any Mortgage Loan, all amounts
----------------
received during any Due Period, whether as late payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received
--------------------
by the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
-------------------
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
<PAGE>
Lockout Distribution Percentage: As of any Distribution Date occurring
-------------------------------
prior to the Distribution Date in June 2001, 0%. As of any Distribution Date
occurring after the first five years following the Closing Date as follows: for
any Distribution Date during the sixth year after the Closing Date, 30%; for any
Distribution Date during the seventh year after the Closing Date, 40%; for any
Distribution Date during the eighth year after the Closing Date, 60%; for any
Distribution Date during the ninth year after the Closing Date, 80%; and for any
Distribution Date thereafter, 100%.
Maturity Date: The latest possible maturity date, solely for purposes of
-------------
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates representing a
regular interest in the REMIC and the rights to the Excess Spread would be
reduced to zero, which is May 25, 2011, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
---------------
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
-------
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
--------
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
-------------
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto
----------------------
as Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state
and zip code ("ADDRESS");
<PAGE>
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if any,
and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or
vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information requested.
Mortgage Loans: Such of the mortgage loans transferred and assigned
--------------
to the Trustee pursuant to Section 2.01 as from time to time are held or deemed
to be held as a part of the Trust Fund, the Mortgage Loans originally so held
being identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
-------------
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by
-------------
the related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a
------------------
Mortgage Loan.
<PAGE>
Mortgagor: The obligor on a Mortgage Note.
---------
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
-----------------
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount
--------------------------
Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as
---------------------------
secured by second or vacation residences, or by non-owner occupied residences,
on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States
------------------------
Person.
Nonrecoverable Advance: Any Advance previously made or proposed to
----------------------
be made by the Master Servicer in respect of a Mortgage Loan (other than a
Deleted Mortgage Loan) which, in the good faith judgment of the Master Servicer,
will not, or, in the case of a proposed Advance, would not, be ultimately
recoverable by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts reimbursable to the
Master Servicer pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time
----------------------------
of reference thereto, is not subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed by the Chairman of the
---------------------
Board, the President or a Vice President or Assistant Vice President, or a
Director or Managing Director, and by the Treasurer, the Secretary, or one of
the Assistant Treasurers or Assistant Secretaries of the Company or the Master
Servicer, as the case may be, and delivered to the Trustee, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the
------------------
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Permitted Transferee" or (ii) relating to the qualification of
the Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a
--------------------------
percentage, the numerator of which is the aggregate Initial Certificate
Principal Balance of the Class A Certificates (excluding the Certificate
Principal Balance of the Class A-6 Certificates) and Class R Certificates and
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans (other than the related Discount Fraction of the Discount
Mortgage Loans), which is approximately 96.70% as of the Closing Date.
<PAGE>
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
-------------------------
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to Section 2.02, 2.03
or 2.04.
Owner or Holder: With respect to the Excess Spread, Residential
---------------
Funding, as the owner of all right, title and interest in and to the Excess
Spread. Solely for the purpose of giving any consent or direction pursuant to
this Agreement, as long as Residential Funding or any Affiliate thereof is
Master Servicer and the Excess Spread remains uncertificated, the Voting Rights
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Voting Rights necessary to effect any such consent or
direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or security
------------------
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other
-----------------
than the Class A-6 Certificates), Class M Certificates, Class B Certificates and
Class R Certificates and any Distribution Date, the per annum rate set forth in
the Preliminary Statement hereto. The Class A-6 Certificates have no Pass-
Through Rate and are not entitled to Accrued Certificate Interest.
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 R Certificate), the undivided percentage ownership interest in the related
Class evidenced by such Certificate, which percentage ownership interest shall
be equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
---------------------
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations
<PAGE>
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, 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)
<PAGE>
the right to receive both principal and interest payments derived from
obligations underlying such instrument and the principal and interest payments
with respect to such instrument provide a yield to maturity greater than 120% of
the yield to maturity at par of such underlying obligations. References herein
to the highest rating available on unsecured long-term debt shall mean AAA in
the case of Standard & Poor's and Fitch and Aaa in the case of Moody's, and
references herein to the highest rating available on unsecured commercial paper
and short-term debt obligations shall mean A-1 in the case of Standard & Poor's,
P-1 in the case of Moody's and either A-1 by Standard & Poor's, P-1 by Moody's
or F-1 by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R Certificate, other
--------------------
than a Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, partnership, joint venture,
------
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any date of determination, the
-----------------------------
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Prepayment Assumption: A prepayment assumption of 175% 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 prior to the Distribution Date in June
2001 (unless the Certificate Principal Balances of the Class A
Certificates, other than the Class A-6 Certificates, have been reduced
to zero), in the case of each Class of Class M Certificates and each
Class of Class B Certificates, 0%.
(ii) For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding not discussed in clause (i) above:
<PAGE>
(a) in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event the
Class M Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation
and each other Class of Class M Certificates and Class B Certificates
for which the related Prepayment Distribution Trigger has been
satisfied, a fraction, expressed as a percentage, the numerator of
which is the Certificate Principal Balance of such Class immediately
prior to such date and the denominator of which is the sum of the
Certificate Principal Balances immediately prior to such date of (1)
the Class of Class M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M Certificates are no
longer outstanding, the Class of Class B Certificates then outstanding
with the lowest numerical designation and (2) all other Classes of
Class M Certificates and Class B Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M Certificates and
Class B Certificates for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a distribution in respect of
principal of any Class or Classes of Class M Certificates and Class B
Certificates in an amount greater than the remaining Certificate Principal
Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment
Distribution Percentage of each Maturing Class shall be reduced to a level that,
when applied as described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution Percentage of
each other Class of Class M Certificates and Class B Certificates (any such
Class, a "Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal Balance of
each Maturing Class had been reduced to zero (such percentage as recalculated,
the "Recalculated Percentage"); (c) the total amount of the reductions in the
Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so allocated
to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution Percentage of each Non-
Maturing Class shall be equal to the sum of (1) the Prepayment Distribution
Percentage thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the
<PAGE>
Certificate Principal Balance of each Maturing Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
-------------------------------
Distribution Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1
Prepayment Distribution Trigger, Class B-2 Prepayment Distribution Trigger or
Class B-3 Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
-----------------------------
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the Net Mortgage Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
-----------------
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
------------------------
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
--------------------
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a
----------------------------
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
-------------
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
--------------
required to be purchased on any date pursuant to Section 2.02, 2.03, 2.04 or
4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof plus the principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or at the Net Mortgage
Rate in the case of a purchase made by the Master Servicer) on the Stated
Principal Balance thereof to the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
----------------------------------
substituted by Residential Funding or the Company for a Deleted
<PAGE>
Mortgage Loan which must, on the date of such substitution, as confirmed in an
Officers' Certificate delivered to the Trustee, (i) have an outstanding
principal balance, after deduction of the principal portion of the monthly
payment due in the month of substitution (or in the case of a substitution of
more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in excess of the
Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by Residential Funding in the Custodial Account in the
month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no
lower than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no
higher than that of the Deleted Mortgage Loan at the time of substitution; (iv)
have a remaining term to stated maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan; (v) comply with each
representation and warranty set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement; and (vi) have a Spread Rate equal to or
greater than that of the Deleted Mortgage Loan. Notwithstanding any other
provisions herein, (x) with respect to any Qualified Substitute Mortgage Loan
substituted for a Deleted Mortgage Loan which was a Discount Mortgage Loan, such
Qualified Substitute Mortgage Loan shall be deemed to be a Discount Mortgage
Loan and to have a Discount Fraction equal to the Discount Fraction of the
Deleted Mortgage Loan and (y) in the event that the "Spread Rate" of any
Qualified Substitute Mortgage Loan as calculated pursuant to the definition of
"Spread Rate" is greater than the Spread Rate of the related Deleted Mortgage
Loan (i) the Spread Rate of such Qualified Substitute Mortgage Loan shall be
equal to the Spread Rate of the related Deleted Mortgage Loan for purposes of
calculating the Excess Spread and (ii) the excess of the Spread Rate on such
Qualified Substitute Mortgage Loan as calculated pursuant to the definition of
"Spread Rate" over the Spread Rate on the related Deleted Mortgage Loan shall be
payable to the Class R Certificates pursuant to Section 4.02 hereof.
Rating Agency: Fitch and Standard & Poor's with respect to the Senior
-------------
Certificates and Standard & Poor's with respect to the Class M, 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 and the Owner of the Excess Spread 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
<PAGE>
REO Disposition) occurred, to the extent applied as recoveries of interest at
the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion
thereof reimbursable to the Master Servicer or any Subservicer with respect to
related Advances or expenses as to which the Master Servicer or Subservicer is
entitled to reimbursement thereunder but which have not been previously
reimbursed. With respect to each Mortgage Loan which has become the subject of
a Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of
-----------
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
-------------------
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning
-----
of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
-------------------
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations 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 and the Owner of the
Excess Spread 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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Senior Accelerated
Distribution Date Distribution Percentage
- ------------------- ---------------------------------------------------------
<S> <C>
June 1996 through
May 2001 100%
June 2001 through
May 2002 Senior Percentage, plus 70% of the Subordinate Percentage
June 2002 through
May 2003 Senior Percentage, plus 60% of the Subordinate Percentage
June 2003 through
May 2004 Senior Percentage, plus 40% of the Subordinate Percentage
June 2004 through
May 2005 Senior Percentage, plus 20% of the Subordinate Percentage
June 2005 and
thereafter Senior Percentage
</TABLE>
provided, however, (i) that any scheduled reduction to the Senior Accelerated
- -------- -------
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for 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
<PAGE>
foregoing, upon the reduction of the aggregate Certificate Principal Balance of
the Senior Certificates (other than the Certificate Principal Balance of the
Class A-6 Certificates) to zero, the Senior Accelerated Distribution Percentage
shall thereafter be 0%.
Senior Certificates: Any one of the Class A-1, Class A-2, Class A-3,
-------------------
Class A-4, Class A-5, Class A-6 and Class R Certificates.
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 Senior Certificates (other than
the Certificate Principal Balance of the Class A-6 Certificates) immediately
prior to such Distribution Date and the denominator of which is the aggregate
Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date,
------------------------------------
the lesser of (a) the balance of the Available Distribution Amount remaining
after the distribution of all amounts required to be distributed pursuant to
Section 4.02(a)(i) and (ii)(X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R Certificateholders on
such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained
------------------
pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
------------------
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution
-------------
Date, the fee payable monthly to the Master Servicer in respect of master
servicing compensation that accrues at an annual rate designated on the Mortgage
Loan Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted
with respect to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer involved in, or
-----------------
responsible for, the administration and servicing
<PAGE>
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 $789,028 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 16.9% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of
-------------------
the lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct
<PAGE>
physical loss, exclusive of (i) any loss of a type covered by a hazard policy or
a flood insurance policy required to be maintained in respect of such Mortgaged
Property pursuant to Section 3.12(a), except to the extent of the portion of
such loss not covered as a result of any coinsurance provision and (ii) any
Extraordinary Loss.
Spread Rate: With respect to each Mortgage Loan, a per annum rate
-----------
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
7.00% per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a division of
-----------------
the McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or
------------------------
related REO Property, at any given time, (i) the Cut-off Date Principal Balance
of the Mortgage Loan, minus (ii) the sum of (a) the principal portion of the
Monthly Payments due with respect to such Mortgage Loan or REO Property during
each Due Period ending prior to the most recent Distribution Date which were
received or with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property, and all
Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent applied
by the Master Servicer as recoveries of principal in accordance with Section
3.14 with respect to such Mortgage Loan or REO Property, in each case which were
distributed pursuant to Section 4.02 on any previous Distribution Date, and (c)
any Realized Loss allocated to Certificateholders with respect thereto for any
previous Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100% minus the
----------------------
Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
-----------------------------------------
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with respect to a Discount Mortgage
Loans) to the extent not payable to the Class A Certificates and Class R
Certificates; (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
<PAGE>
Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain undistributed to
the extent that such amounts are not attributable to Realized Losses which have
been allocated to a subordinate Class of Class M or Class B Certificates minus
(b) any Excess Subordinate Principal Amount not payable to such Class on such
Distribution Date pursuant to the definition thereof; provided, however, that
-------- -------
such amount shall in no event exceed the outstanding Certificate Principal
Balance of such Class of Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of
-------------------------
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered
-----------
into a Subservicing Agreement and who generally satisfied the requirements set
forth in the Program Guide in respect of the qualification of a Subservicer as
of the date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
-------------------
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in
--------------------
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master
----------------------
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program Guide or in such other
form as has been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
----------------
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal Revenue
-----------
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of the Trust Fund due to its classification as a REMIC
under the REMIC Provisions, together with any and all other information, reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or local tax laws.
<PAGE>
Transfer: Any direct or indirect transfer, sale, pledge,
--------
hypothecation or other form of assignment of any Ownership Interest in a
Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership
----------
Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
----------
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a
----------
REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage Loans due
after the Cut-off Date as shall be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging to
the Trust Fund,
(iii) property which secured a Mortgage Loan and which has been acquired
for the benefit of the Certificateholders and the Owner of the Excess
Spread by foreclosure or deed in lieu of foreclosure, and
(iv) the hazard insurance policies and Primary Insurance Policies, if any,
and certain proceeds thereof.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
-------------------------------------------------------
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
---------------
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
--------------------
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
Voting Rights: The portion of the voting rights of all of the
-------------
Certificates which is allocated to any Certificate. 98.0% of all of the Voting
Rights shall be allocated among Holders of Certificates, respectively, other
than the Class R Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates; and the Holders of the
Class R Certificates and the Owner of the Excess Spread shall be entitled to
1.0% and 1.0% of all of the Voting Rights, respectively,
<PAGE>
allocated among the Certificates of each such Class in accordance with their
respective Percentage Interests.
<PAGE>
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:
<PAGE>
(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,
<PAGE>
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 and the Owner
of Excess Spread until such time as is set forth below. Within ten Business
Days following the earlier of (i) the receipt of the original of each of the
documents or instruments set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as permitted by such
Section) for any Mortgage Loan and (ii) a written request by the Trustee to
deliver those documents with respect to any or all of the Mortgage Loans then
being held by the Master Servicer, the Master Servicer shall deliver a complete
set of such documents to the Trustee or the Custodian or Custodians that are the
duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which
has been delivered to it by the Company. Every six months after the Closing
Date, for so long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one
of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel
acceptable to the Trustee and the Master Servicer, such recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall promptly cause to be
filed the Form UCC-3
<PAGE>
assignment and UCC-1 financing statement referred to in clause (II)(vii) and
(x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form UCC-
3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer. In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and (II)(vi)
and (vii) and that may be delivered as a copy rather than the original may be
delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be construed as a sale
by the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders and the Owner of the Excess Spread. Further, it is not
intended that any such conveyance be deemed to be a pledge of the Mortgage Loans
by the Company to the Trustee to secure a debt or other obligation of the
Company. However, in the event that the Mortgage Loans are held to be property
of the Company or of Residential Funding, or if for any reason this Agreement is
held or deemed to create a security interest in the Mortgage Loans, then it is
intended that (a) this Agreement shall also be deemed to be a security agreement
within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code
and the Uniform Commercial Code of any other applicable jurisdiction; (b) the
conveyance provided for in Sections 2.01 and 2.06 shall be deemed to be (1) a
grant by the Company to the Trustee of a security interest in all of the
Company's right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease, any insurance policies and all other documents
in the related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof and
(C) any and all general intangibles consisting of, arising from or relating to
any of the foregoing, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property,
<PAGE>
including without limitation all amounts from time to time held or invested in
the Certificate Account or the Custodial Account, whether in the form of cash,
instruments, securities or other property and (2) an assignment by the Company
to the Trustee of any security interest in any and all of Residential Funding's
right (including the power to convey title thereto), title and interest, whether
now owned or hereafter acquired, in and to the property described in the
foregoing clauses (1)(A), (B) and (C) granted by Residential Funding to the
Company pursuant to the Assignment Agreement; (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of Mortgage Notes or such other
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be "possession by the secured party," or
possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the Minnesota Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction (including, without limitation, Section 9-305, 8-313 or 8-321
thereof); and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company, or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $189,110 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due
<PAGE>
Date in June 1996, for those Mortgage Loans for which the Trustee will not be
entitled to receive such payment. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the Distribution
Date in June 1996. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of the REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of the REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by the REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury
Regulations.
Section 2.02. Acceptance by Trustee.
---------------------
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders and the Owner of the Excess
Spread. The Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for the benefit of Certificateholders and the Owner
of the Excess Spread, 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.
<PAGE>
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; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. 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 and the Owner of the Excess Spread or
the Trustee on behalf of the Certificateholders or such Owner.
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 the Certificateholders and the Owner of the Excess Spread 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
<PAGE>
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
<PAGE>
existing Subservicing Agreement and each designated Subservicer are
acceptable to the Master Servicer and any new Subservicing Agreements will
comply with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
90 days of its discovery or its receipt of notice of such breach, the Master
Servicer shall either (i) cure such breach in all material respects or (ii) to
the extent that such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price
and in the manner set forth in Section 2.02; provided that if the omission or
defect would cause the Mortgage Loan to be other than a "qualified mortgage" as
defined in Section 860G(a)(3) of the Code, any such cure must occur within 90
days from the date such breach was discovered. The obligation of the Master
Servicer to cure such breach or to so purchase such Mortgage Loan shall
constitute the sole remedy in respect of a breach of a representation and
warranty set forth in this Section 2.03(a) available to the Certificateholders
and the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders and the Owner of the Excess Spread that as of the
Closing Date (or, if otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan has been
so delinquent more than once in the 12-month period prior to the Cut-off
Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month and
terms to maturity at origination or modification of not more than 15 years;
<PAGE>
(iv) To the best of the Company's knowledge, if a Mortgage Loan is
secured by a Mortgaged Property with a Loan-to-Value Ratio at origination
in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance
Policy that insures (a) at least 25% of the principal balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00%
and 90.01%, (b) at least 12% of such balance if the Loan-to-Value Ratio is
between 90.00% and 85.01%, and (c) at least 6% of such balance if the Loan-
to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force and effect
and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 0.9% 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, no more than
1.5% of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in any one zip
code area outside California, and no more than 2.5% 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 20.7% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date were underwritten under a reduced
loan documentation program;
(x) Each Mortgagor represented in its loan application with respect to
the related Mortgage Loan that the Mortgaged Property would be owner-
occupied and therefore would not be an investor property as of the date of
origination of such Mortgage Loan. No Mortgagor is a corporation or a
partnership;
<PAGE>
(xi) None of the Mortgage Loans were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-
2(a)(1);
(xiii) A policy of title insurance was effective as of the closing
of each Mortgage Loan and is valid and binding and remains in full force
and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan, the
Cooperative Stock that is pledged as security for the Mortgage Loan is held
by a person as a tenant-stockholder (as defined in Section 216 of the Code)
in a cooperative housing corporation (as defined in Section 216 of the
Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either (a)
the value of the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of such property
at the time of origination of the refinanced Mortgage Loan or (b) the Loan-
to-Value Ratio of the Mortgage Loan as of the date of origination of the
Mortgage Loan generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months; and
(xvii) Seventeen of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders and the Owner of the Excess Spread in any Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event of a breach of the representation and
- -------- -------
warranty set forth in Section 2.03(b)(xii), the party discovering such breach
shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure
such breach in all material respects or (ii) purchase such Mortgage Loan from
the
<PAGE>
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; provided that if the
omission or defect would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days from the date such breach was discovered.
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 the Certificateholders and the Owner of the
Excess Spread or the Trustee on behalf of the Certificateholders and such Owner.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
<PAGE>
Section 2.04. Representations and Warranties of Sellers.
-----------------------------------------
<PAGE>
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
and the Owner of the Excess Spread all of its right, title and interest in
respect of the Assignment Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or such Seller's Agreement
relates to the representations and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such representations and warranties, such right,
title and interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders and the Owner of the Excess Spread. Upon the
discovery by the Company, the Master Servicer, the Trustee or any Custodian of a
breach of any of the representations and warranties made in a Seller's Agreement
or the Assignment Agreement (which, for purposes hereof, will be deemed to
include any other cause giving rise to a repurchase obligation under the
Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders and the Owner of the
Excess Spread in such Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date, except that if
the breach would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such substitution must occur
within 90 days from the date the breach was discovered. 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
and the Owner of the Excess Spread 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 the
Certificateholders and the Owner of the Excess Spread will include the Monthly
Payment due on a Deleted Mortgage Loan for
<PAGE>
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 and the Owner of the Excess
Spread 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 the
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 (subject to Section 10.01(f)) 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
<PAGE>
occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders and the Owner of the Excess Spread or
the Trustee on behalf of Certificateholders and such Owner. If the Master
Servicer is Residential Funding, then the Trustee shall also have the right to
give the notification and require the purchase or substitution provided for in
the second preceding paragraph in the event of such a breach of a representation
or warranty made by Residential Funding in the Assignment Agreement. In
connection with the purchase of or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential Funding all of the
right, title and interest in respect of the Seller's Agreement and the
Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates.
--------------------------------------------
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which, together with
the ownership interest in the Excess Spread, evidence ownership of the entire
Trust Fund.
<PAGE>
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, the Owner of the Excess Spread and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, or of consent to assumption or modification in
connection with a proposed conveyance, or of assignment of any Mortgage and
Mortgage Note in connection with the repurchase of a Mortgage Loan and all other
comparable instruments, or with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the subordination of the
lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to an Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. Notwithstanding the foregoing, subject to Section
3.07(a), the Master Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause the
REMIC to fail to qualify as such under the Code. The Trustee shall furnish the
Master Servicer with any powers of attorney and other documents necessary or
appropriate to enable the Master Servicer to service and administer the Mortgage
Loans. The Trustee shall not be liable for any action taken by the Master
Servicer or any Subservicer pursuant to such powers of attorney. In servicing
and administering any Nonsubserviced Mortgage Loan, the Master Servicer shall,
to the extent not inconsistent with this Agreement, comply with the Program
Guide as if it were the originator of such Mortgage Loan and had retained the
servicing rights and obligations in respect thereof. In connection with
<PAGE>
servicing and administering the Mortgage Loans, the Master Servicer and any
Affiliate of the Master Servicer (i) may perform services such as appraisals and
brokerage services that are not customarily provided by servicers of mortgage
loans, and shall be entitled to reasonable compensation therefor in accordance
with Section 3.10 and (ii) may, at its own discretion and on behalf of the
Trustee, obtain credit information in the form of a "credit score" from a credit
repository.
(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 the Certificateholders and the Owner of the Excess Spread, 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.
<PAGE>
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 or the
Owner of the Excess Spread.
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee, the Certificateholders and the Owner of the Excess
Spread, shall use its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each Seller under
the related Seller's Agreement, to the extent that the non-performance of any
such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without
<PAGE>
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.
<PAGE>
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, the
Certificateholders and the Owner of the Excess Spread 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 or the Owner of the Excess Spread.
--------------------------------------------------------
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, the
Certificateholders and the Owner of the Excess Spread 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.
<PAGE>
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.
<PAGE>
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. 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; provided,
--------
however, that no such extension shall be made if any such advance would be a
- -------
Nonrecoverable Advance. 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 or the Owner of the Excess Spread
(taking into account any estimated Realized Loss that might result absent such
action); 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 connection with any Curtailment of a
Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original Maturity Date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes.
<PAGE>
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate
on the Mortgage Loans, including Buydown Funds, if any, and the interest
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21; and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on
<PAGE>
deposit in the Custodial Account that have been identified by it as being
attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so.
If the Master Servicer so elects, such amounts will be deemed to have been
received (and any related Realized Loss shall be deemed to have occurred) on the
last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future Distribution)
and which shall not be sold or disposed of prior to their maturities. All
income and gain realized from any such investment shall be for the benefit of
the Master Servicer as additional servicing compensation and shall be subject to
its withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the Company of
any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
<PAGE>
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
<PAGE>
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.
<PAGE>
Section 3.10. Permitted Withdrawals from the
Custodial Account.
-----------------
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and
in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01, 3.07(a),
3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to amounts
received on particular Mortgage Loans (including, for this purpose, REO
Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the
purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07)
which represent (A) Late Collections of Monthly Payments for which any such
advance was made in the case of Subservicer Advances or Advances pursuant
to Section 4.04 and (B) recoveries of amounts in respect of 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
<PAGE>
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 the Certificateholders or the Owner of the Excess Spread as
of the date on which the related Stated Principal Balance or Purchase Price
is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent provided
in subsection (c) below or any Advance reimbursable to the Master Servicer
pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to
Section 3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the liquidation
of a Mortgage Loan or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders and the Owner of the Excess Spread (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
<PAGE>
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. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. 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, Certificateholders and the Owner of the Excess Spread, 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
<PAGE>
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.
<PAGE>
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 the
Certificateholders and the Owner of the Excess Spread, be added to the amount
owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage
Loan so permit. Such costs shall be recoverable by the Master Servicer out of
related late payments by the Mortgagor or out of Insurance Proceeds and
Liquidation Proceeds to the extent permitted by Section 3.10. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor or maintained on property acquired in respect of a Mortgage Loan
other than pursuant to such applicable laws and regulations as shall at any time
be in force and as shall require such additional insurance. Whenever 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
<PAGE>
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, the Certificateholders and the Owner of the Excess Spread, 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
<PAGE>
(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 (i) 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 (ii) cause the Trust Fund to fail to qualify as a REMIC under
the Code or (subject to Section 10.01(f)), result in the imposition of any tax
on "prohibited transactions" or constitute "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
<PAGE>
substitution of liability as directed in writing 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 and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on the REMIC 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
<PAGE>
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.
<PAGE>
Section 3.14. Realization Upon Defaulted Mortgage Loans.
-----------------------------------------
<PAGE>
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges 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 or charges and
(ii) that such expenses or charges 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 and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
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
<PAGE>
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 and the Owner of the Excess Spread.
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 dispose of such REO
Property within two years after its acquisition by the Trust Fund for purposes
of Section 860G(a)(8) of the Code or, at the expense of the Trust Fund, request,
more than 60 days before the day on which the two-year grace period would
otherwise expire, an extension of the two-year grace period unless the Master
Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee and the Master Servicer, to the effect that
the holding by the Trust Fund of such REO Property subsequent to such two-year
period will not result in the imposition of taxes on "prohibited transactions"
as defined in Section 860F of the Code or cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in
obtaining such Opinion of Counsel, as provided in Section 3.10.
<PAGE>
Notwithstanding any other provision of this Agreement, no REO Property acquired
by the Trust Fund shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to
any terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
(ii) subject the Trust Fund to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes imposed by reason of
Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify
and hold harmless the Trust Fund with respect to the imposition of any such
taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders and the Owner of the
Excess Spread to the extent of accrued and unpaid interest on the Mortgage Loan,
and any related REO Imputed Interest, at the Net Mortgage Rate to the Due Date
prior to the Distribution Date on which such amounts are to be distributed;
third, to the Certificateholders as a recovery of principal on the Mortgage Loan
(or REO Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); 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.
<PAGE>
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
<PAGE>
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for
Release with respect thereto to the Master Servicer upon deposit of the related
Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other
Compensation; Compensating Interest.
---------------------
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
<PAGE>
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
----------------------------------------
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
<PAGE>
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 related to its servicing of mortgage loans
and its performance under 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 complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a default
in the fulfillment in all material respects of any such obligation relating to
this Agreement, such statement shall include a description of such noncompliance
or specify each such default, as the case may be, known to such officer and the
nature and status thereof and (iii) to the best of such officers' knowledge,
each Subservicer has complied in all material respects with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material obligations under its
Subservicing Agreement in all material respects throughout such year, or, if
there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
<PAGE>
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 shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
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.
<PAGE>
Section 3.21. Administration of Buydown Funds.
-------------------------------
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
-------------------
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders and the Owner of
the Excess Spread, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that (i) any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date and (ii) any other
investment may mature on such Distribution Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the Certificates) and shall not be
sold or disposed of prior to maturity. Subject to Section 3.16(e), all income
and gain realized from any such investment shall be for the benefit of the
Master Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments shall
be deposited in the Certificate Account by the Master Servicer out of its own
funds immediately as realized without any right of reimbursement.
<PAGE>
Section 4.02. Distributions.
-------------
(a) On each Distribution Date (i) the Master Servicer on behalf of the Trustee
or (ii) the Paying Agent appointed by the Trustee, shall distribute to the Owner
of the Excess Spread, a distribution thereof pursuant to Section 4.02(a)(i), to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (based on the aggregate of the
Percentage Interests represented by Certificates of the applicable Class held by
such Holder) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each case to the extent of
the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class A-6
Certificateholders), Class R Certificateholders and the Owner of the Excess
Spread, on a pro rata basis based on Accrued Certificate Interest payable
on such Certificates and the amount of Excess Spread with respect to such
Distribution Date, Accrued Certificate Interest on such Classes of
Certificates and such Excess Spread, as applicable, for such Distribution
Date, plus any Accrued Certificate Interest thereon or Excess Spread
remaining unpaid from any previous Distribution Date except as provided in
the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-6 Certificateholders, the Class A-6
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-6
Certificateholders) and Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii) through (iv) and Section 4.02(c),
the sum of the following (applied to reduce the Certificate Principal
Balances of such Class A Certificates or Class R Certificates, as
applicable):
(A) the Senior Percentage for such Distribution Date times the sum
of the following:
(1) the principal portion of each Monthly Payment due during
the related Due Period on each Outstanding Mortgage Loan (other
than the
<PAGE>
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
<PAGE>
times the related unscheduled collections (including without
limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Master Servicer as recoveries
of principal of the related Mortgage Loan pursuant to Section 3.14
(in each case other than the portion of such unscheduled
collections, with respect to a Discount Mortgage Loan included in
Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments
in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments, with respect to a Discount
Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such Distribution
Date;
(E) any amounts described in subsection (ii)(Y), clauses (A), (B)
and (C) of this Section 4.02(a), as determined for any previous
Distribution Date, which remain unpaid after application of amounts
previously distributed pursuant to this clause (E) to the extent
that such amounts are not attributable to Realized Losses which have
been allocated to the Class M Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to the
Master Servicer or a Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any Advances or
Subservicer Advances previously made with respect to any Mortgage Loan or
REO Property which remain unreimbursed in whole or in part following the
Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property,
minus any such Advances that were made with respect to delinquencies that
ultimately constituted Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-6 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the
<PAGE>
amounts available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal
to the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-6 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-6 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-6 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
<PAGE>
(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-6 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount equal
to (x) the Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below minus (y) the amount
of any Class A-6 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates to the extent the
amounts available pursuant to clause (x) of Section 4.02(a)(xv) are
insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-6 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate Principal
Balances of such Class A and Class R Certificates, but in no event more
than the aggregate of the outstanding Certificate Principal Balances of
each such Class of Class A and Class R Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning with such
Class with the lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class A Certificates and Class R
Certificates have been retired, applied to reduce the Certificate Principal
Balance of each such Class of Class M Certificates, but in no event more
than the outstanding Certificate Principal Balance of each such Class of
Class M Certificates; and thereafter to each such Class of Class B
Certificates then outstanding beginning with such Class with the lowest
numerical designation, any portion of
<PAGE>
the Available Distribution Amount remaining after the Class M Certificates
have been retired, applied to reduce the Certificate Principal Balance of
each such Class of Class B Certificates, but in no event more than the
outstanding Certificate Principal Balance of each such Class of Class B
Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid and Excess
Spread remaining unpaid from any previous Distribution Date will be
distributable only to the extent that such unpaid Accrued Certificate Interest
or Excess Spread was attributable to interest shortfalls relating to
Nonrecoverable Advances as determined by the Master Servicer with respect to the
related Mortgage Loan where such Mortgage Loan has not yet been the subject of a
Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates and Class R
Certificates on each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date will be made as follows:
(i) first, to the Class A-6 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-6
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
<PAGE>
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 Cash Liquidation or REO Disposition of
a Discount Mortgage Loan that did not result in any Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such Distribution Date
and (2) the aggregate amount of the collections on such Mortgage Loan
to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-6 Collection Shortfalls for such
Distribution Date and the amount of any Class A-6 Collection
Shortfalls remaining unpaid for all previous Distribution Dates, but
only to the extent of the Eligible Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be distributed to
the Class R Certificates, until the Certificate Principal Balance thereof
has been reduced to zero;
(iii) from the balance of the Senior Principal Distribution Amount
remaining after the distribution, if any, described in clause 4.02(b)(ii)
above, an amount equal to the sum of the following shall be distributed to
the Class A-5 Certificates, in reduction of the Certificate Principal
Balance thereof:
(A) the Class A-5 Certificates' pro rata share (based on the
aggregate Certificate Principal Balance thereof relative to
the aggregate Certificate Principal Balance of all classes
of Certificates, other than the Class A-6 Certificates) of
the aggregate of the collections described in Sections
4.02(a)(ii)(Y)(A), (B) and (E) without any application of
the Senior Percentage or Senior Accelerated Distribution
Percentage described therein; and
(B) the Lockout Distribution Percentage of the Class A-5
Certificates' pro rata share (based on the aggregate
<PAGE>
Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of all Classes of
Certificates, other than the Class A-6 Certificates) of the
collections described in Section 4.02(a)(ii)(Y)(C) without
any application of the Senior Accelerated Distribution
Percentage described therein;
provided that, if the aggregate of the amounts set forth
in Section 4.02(a)(ii)(Y)(A) through (E) is more than the
balance of the Available Distribution Amount remaining after
the amounts set forth in Sections 4.02(a)(i) and 4.02(b)(i)
have been distributed, the amount paid to the Class A-5
Certificates pursuant to this clause (iii) shall be reduced by
an amount equal to the Class A-5 Certificates' pro rata share
(based on the aggregate Certificate Principal Balance thereof
relative to the aggregate Certificate Principal Balance of all
classes of Senior Certificates, other than the Class A-6
Certificates) of such difference; and
(iv) the balance of the Senior Principal Distribution Amount remaining
after the distributions, if any, described in clauses (ii) and (iii) above
shall be distributed as follows:
(A) first, to the Class A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(B) second, to the Class A-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(C) third, to the Class A-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(D) fourth, to the Class A-4 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
provided that, if on any Distribution Date the Certificate Principal
Balances of the Senior Certificates (other than the Class A-5 Certificates
and Class A-6 Certificates) have been reduced to zero, clause (iii) above
shall no longer apply and 100% of the Senior Principal Distribution Amount
remaining after the retirement of such Certificates for such Distribution
Date shall be distributed to the Class A-5 Certificates until the
Certificate Principal Balance thereof has been reduced to zero.
<PAGE>
(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described above in respect of principal
among the various classes of Senior Certificates (other than the Class A-6
Certificates) will be disregarded and an amount equal to the Discount Fraction
of the principal portion of scheduled or unscheduled payments received or
advanced in respect of Discount Mortgage Loans will be distributed to the Class
A-6 Certificates and the Senior Principal Distribution Amount will be
distributed among all classes of Senior Certificates (other than the Class A-6
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances.
(d) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated or to the Owner
of the Excess Spread, if applicable, (with the amounts to be distributed
allocated among such Classes and the Excess Spread in the same proportions as
such Realized Loss was allocated), subject to the following: No such
distribution shall be in an amount that would result in total distributions in
respect of Excess Spread or on the Certificates of any such Class in excess of
the total amounts of principal and interest that would have been distributable
thereon if such Cash Liquidation or REO Disposition had occurred but had
resulted in a Realized Loss equal to zero. Notwithstanding the foregoing, no
such distribution shall be made with respect to the Excess Spread or the
Certificates of any Class to the extent that either (i) such Excess Spread or
Class was protected against the related Realized Loss pursuant to any instrument
or fund established under Section 11.01(e) or (ii) such Excess Spread or Class
of Certificates has been deposited into a separate trust fund or other
structuring vehicle and separate certificates or other instruments representing
interests therein have been issued in one or more classes, and any of such
separate certificates or other instruments was protected against the related
Realized Loss pursuant to any limited guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or similar instrument or a
reserve fund, or a combination thereof. Any amount to be so distributed with
respect to the Certificates of any Class shall be distributed by the Master
Servicer to the Certificateholders of record as of the Record Date immediately
preceding the date of such distribution, on a pro rata basis based on the
Percentage Interest represented by each Certificate
<PAGE>
of such Class as of such Record Date. Any amounts to be so distributed shall not
be remitted to or distributed from the Trust Fund, and shall constitute
subsequent recoveries with respect to Mortgage Loans that are no longer assets
of the Trust Fund.
(e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(f) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to
surrender their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to
-------------
Certificateholders and the Owner of the
---------------------------------------
Excess Spread.
-------------
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder, the Owner of
the Excess Spread and the Company a statement setting forth the following
information as to the Excess Spread and each Class of Certificates to the extent
applicable:
<PAGE>
(i) (a) the amount of such distribution to the Certificateholders of
such Class applied to reduce the Certificate Principal Balance thereof, and
(b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest and to the Owner of the Excess Spread;
(iii) if the distribution to the Holders of such Class of
Certificates or such Owner is less than the full amount that would be
distributable to such Holders or Owner if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage Loans
that are delinquent (A) one month, (B) two months and (C) three months and
the number and aggregate principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate principal balance and book value of any
REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if
any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the weighted average Spread Rate for such Distribution Date;
<PAGE>
(xiii) the occurrence of the Credit Support Depletion Date;
(xiv) the Senior Accelerated Distribution Percentage applicable to
such distribution;
(xv) the Senior Percentage for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such Distribution
Date;
(xvii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xviii) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date; and
(xix) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Owner of the Excess Spread or the Holder of a Certificate, other
than a Class R Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such calendar year
or applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Master Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Class R Certificate, a statement containing the
applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer
<PAGE>
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer,
as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances by the Master Servicer.
--------------------------------------------
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement to the
Trustee, any Paying Agent and the Company (the information in such statement to
be made available to Certificateholders and the Owner of the Excess Spread by
the Master Servicer on request) setting forth (i) the Available Distribution
Amount and (ii) the amounts required to be withdrawn from the Custodial Account
and deposited into the Certificate Account on the immediately succeeding
Certificate Account Deposit Date pursuant to clause (iii) of Section 4.01(a).
The determination by the Master Servicer of such amounts shall, in the absence
of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be protected in relying upon the same without
any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Debt Service
Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments
were delinquent as of the close of business as of the related Determination
Date; provided that no Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the Custodial Account and
deposit in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution so used shall
be replaced by the Master Servicer by deposit in the Certificate Account on or
before 11:00 A.M. New York time on any future Certificate Account Deposit Date
to the extent that funds
<PAGE>
attributable to the Mortgage Loans that are available in the Custodial Account
for deposit in the Certificate Account on such Certificate Account Deposit Date
shall be less than payments to Certificateholders and the Excess Spread required
to be made on the following Distribution Date. The Master Servicer shall be
entitled to use any Advance made by a Subservicer as described in Section
3.07(b) that has been deposited in the Custodial Account on or before such
Distribution Date as part of the Advance made by the Master Servicer pursuant to
this Section 4.04. The amount of any reimbursement pursuant to Section
4.02(a)(iii) in respect of outstanding Advances on any Distribution Date shall
be allocated to specific Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
<PAGE>
Section 4.05. Allocation of Realized Losses.
-----------------------------
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss
shall be evidenced by an Officers' Certificate. All Realized Losses, other than
Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if such Realized Losses are on a Discount
Mortgage Loan, to the Class A-6 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 Senior Certificates (other than the Class A-6 Certificates)
and, in respect of the interest portion of such Realized Losses, the Excess
Spread, on a pro rata basis, as described below. Any Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses
on Non-Discount Mortgage Loans will be allocated among the Class A (other than
the Class A-6 Certificates), Class M, Class B and Class R Certificates, and, in
respect of the interest portion of such Realized Losses, the Excess Spread, on a
pro rata basis, as described below. The principal portion of such losses on
Discount Mortgage Loans will be allocated to the Class A-6 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-6 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 and the Excess Spread means
an allocation on a pro rata basis, among the various Classes so specified and
the Excess Spread, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of the principal
portion of a Realized Loss or based on the Accrued Certificate Interest thereon
or amount of Excess Spread payable on such Distribution Date (without regard to
any Compensating Interest for such Distribution Date) in the case of an interest
portion of a Realized Loss. Except as provided in the
<PAGE>
following sentence, any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property.
---------------------
The Master Servicer or the Subservicers shall file information returns with
respect to the receipt of mortgage interests received in a trade or business,
the reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
<PAGE>
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans.
-----
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
<PAGE>
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
----------------
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A, B, C
and D and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order
of the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class R
Certificates, shall be issuable in minimum dollar denominations of $25,000 (or
$250,000 in the case of the Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates) and integral multiples of $1 (in the case of the Class A-1,
Class A-2, Class A-3, Class A-4 and Class A-5 Certificates) and $1,000 (in the
case of all other Classes of Certificates) in excess thereof, except that one
Certificate of each of the Class A-6, Class M-1, Class M-3, Class B-2 and Class
B-3 Certificates may be issued in a denomination equal to the denomination set
forth as follows for such Class or the sum of such denomination and an integral
multiple of $1,000:
<TABLE>
<CAPTION>
<S> <C>
Class A-6 $ 25,159.46
Class M-1 $ 25,100.00
Class M-3 $250,500.00
Class B-2 $250,500.00
Class B-3 $250,216.33
</TABLE>
The Class R Certificates shall be issuable in minimum denominations of
not less than a 20% Percentage Interest; provided, however, that one Class R
-------- -------
Certificate will be issuable to Residential Funding as "tax matters person"
pursuant to Section 10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
<PAGE>
(b) The Class A Certificates, other than the Class A-6 Certificates,
shall initially be issued as one or more Certificates registered in the name of
the Depository or its nominee and, except as provided below, registration of
such Certificates may not be transferred by the Trustee except to another
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. The Certificate Owners shall hold
their respective Ownership Interests in and to each of the Class A Certificates,
other than the Class A-6 Certificates, through the book-entry facilities of the
Depository and, except as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of Book-
Entry Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for
<PAGE>
any actions taken by the Depository or its nominee, including, without
limitation, any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Certificates all references herein to obligations imposed upon or
to be performed by the Company in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
Section 5.02. Registration of Transfer and
Exchange of Certificates and Restrictions on
Transfer of Excess Spread.
-------------
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
The Certificate Registrar, or the Trustee, shall provide the Master Servicer
with a certified list of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class and aggregate
Percentage Interest, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any
<PAGE>
applicable state securities laws or is made in accordance with said Act
and laws. Except as provided in Section 5.02(e), in the event that a transfer
of a Class B Certificate is to be made either (i)(A) the Trustee shall require a
written Opinion of Counsel acceptable to and in form and substance satisfactory
to the Trustee and the Company that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master
Servicer and (B) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit J hereto, and the
Trustee shall require the transferor to execute a representation letter,
substantially in the form of Exhibit K hereto, each acceptable to and in form
and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer or (ii) the prospective transferee of such a Certificate
shall be required to provide the Trustee, the Company and the Master Servicer
with an investment letter substantially in the form of Exhibit L attached hereto
(or such other form as the Company in its sole discretion deems acceptable),
which investment letter shall not be an expense of the Trustee, the Company or
the Master Servicer, and which investment letter states that, among other
things, such transferee (A) is a "qualified institutional buyer" as defined
under Rule 144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that the
proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate presented
for registration in the name of any Person, either (i) 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 such 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 the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee shall be required to provide
<PAGE>
the Trustee, the Company and the Master Servicer with a certification to the
effect set forth in paragraph six of Exhibit J (with respect to any Class M
Certificate or any Class B Certificate) or with a certification to the effect
set forth in paragraph five of Exhibit I-1 (with respect to any Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code, or any Person (including an investment manager, a named fiduciary or a
trustee of any such plan) who is using "plan assets" of any such plan to effect
such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class
R Certificate shall be a Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Trustee shall require delivery to it, and
shall not register the Transfer of any Class R Certificate until its
receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee, that for
so long as it retains its Ownership Interest in a Class R Certificate, it
will endeavor to remain a Permitted Transferee, and that it has reviewed
the provisions of this Section 5.02(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
<PAGE>
proposed Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement
by a proposed Transferee under clause (B) above, if a Responsible Officer
of the Trustee who is assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class
R Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any other Person to whom such Person attempts to transfer its
Ownership Interest in a Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the Trustee in the
form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class
R Certificate, by purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate on behalf of, a "pass-through interest
holder."
(ii) The Trustee will register the Transfer of any Class R Certificate only
if it shall have received the Transfer Affidavit and Agreement, a certificate of
the Holder requesting such transfer in the form attached hereto as Exhibit I-2
and all of such other documents as shall have been reasonably required by the
Trustee as a condition to such registration. Transfers of the Class R
Certificates to Non-United States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to
<PAGE>
any Person for any registration of Transfer of a Class R Certificate that is in
fact not permitted by this Section 5.02(g) or for making any payments due on
such Certificate to the holder thereof or for taking any other action with
respect to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(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
<PAGE>
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) subject to Section 10.01(f), a certificate of the Master Servicer
stating that the Master Servicer has received an Opinion of Counsel, in
form and substance satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such provisions will not cause
the Trust Fund to cease to qualify as a REMIC and will not cause (x) the
Trust Fund to be subject to an entity-level tax caused by the Transfer of
any Class R Certificate to a Person that is a Disqualified Organization or
(y) a Certificateholder or another Person to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
(i) So long as the Excess Spread remains uncertificated, no transfer,
sale, pledge or other disposition thereof shall be made by Residential Funding.
<PAGE>
Section 5.03. Mutilated, Destroyed, Lost or
Stolen Certificates.
------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any
new Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
---------------------
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(g).
Section 5.05. Appointment of Paying Agent.
---------------------------
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders and the Owner of the Excess Spread
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 the Certificateholders and the Owner of the Excess Spread in the
amounts and in the manner provided for in Section 4.02, such sum to be held in
trust for the benefit of the Certificateholders and the Owner of the Excess
Spread.
<PAGE>
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 the
Certificateholders and the Owner of the Excess Spread in trust for the benefit
of the Certificateholders and such Owner entitled thereto until such sums shall
be paid to such Certificateholders and such Owner. 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 and such Owner 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
<PAGE>
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.
<PAGE>
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
<PAGE>
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 or the Owner of
the Excess Spread 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
<PAGE>
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.
<PAGE>
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
-----------------
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Owner of the Excess Spread or the Holders of
Certificates of any Class any distribution required to be made under the
terms of the Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of 5 days after
the date upon which written notice of such failure, requiring such failure
to be remedied, shall have been given to the Master Servicer by the Trustee
or the Company or to the Master Servicer, the Company and the Trustee by
the Owner of the Excess Spread or the Holders of Certificates of such Class
evidencing Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the Company,
or to the Master Servicer, the Company and the Trustee by the Owner of the
Excess Spread or the Holders of Certificates of any Class evidencing, in
the case of any such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law or
appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any
<PAGE>
insolvency, readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or of, or
relating to, all or substantially all of the property of the Master
Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount
equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates or the Owner of the Excess Spread entitled
to at least 51% of the Voting Rights, the Trustee shall, by notice in writing to
the Master Servicer (and to the Company if given by the Trustee or to the
Trustee if given by the Company), terminate all of the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder.
If an Event of Default described in clause (vi) hereof shall occur, the Trustee
shall, by notice to the Master Servicer and the Company, immediately terminate
all of the rights and obligations of the Master Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than its rights
as a Certificateholder hereunder as provided in Section 4.04(b). On or after
the receipt by the Master Servicer of such written notice, all authority and
power of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise
<PAGE>
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.
<PAGE>
Section 7.02. Trustee or Company to Act;
Appointment of Successor.
---------
<PAGE>
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
<PAGE>
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 the
Certificateholders and the Owner of the Excess Spread at their respective
addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
---------------------------
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder, and the Owner of the Excess Spread if
affected thereby, 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 the Owner of the Excess Spread if so affected and (b) no
waiver pursuant to this Section 7.04 shall affect the Holders of Certificates or
the Owner of the Excess Spread in the manner set forth in Section 11.01(b)(i),
(ii) or (iii). Upon any such waiver of a default or Event of Default by the
Holders representing the requisite percentage of Voting Rights affected by such
default or Event of Default, such default or Event of Default shall cease to
exist and shall be deemed to have been remedied for every purpose hereunder. No
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon except to the extent expressly so waived.
<PAGE>
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 and the Owner of the Excess Spread 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 (subject to Section
10.01(f)) 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
<PAGE>
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 or the Owner of the Excess
Spread; 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
<PAGE>
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 or the Owner
of the Excess Spread, pursuant to the provisions of this Agreement, unless
such Certificateholders or such Owner 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
<PAGE>
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 invest
igation;
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to sign
as determined by the Master Servicer pursuant to applicable federal, state
or local tax laws, provided that the Master Servicer shall indemnify the
Trustee for signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) 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).
<PAGE>
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
<PAGE>
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 the Certificateholders or the Owner of the Excess Spread
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.
<PAGE>
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 the Certificateholders or the Owner of the Excess Spread any
amount required to be distributed hereunder, if such amount is held by the
Trustee or its Paying Agent (other than the Master Servicer or the Company) for
distribution or (ii) to otherwise observe or perform in any material respect any
of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or
30 days (in respect of clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied, shall have been given to
the Trustee by the Company, then the Company may remove the Trustee and appoint
a successor trustee by written instrument delivered as provided in the preceding
sentence. In connection with the appointment of a successor trustee pursuant to
the preceding sentence, the Company shall, on or before the date on which any
such appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates or Excess Spread entitled to at least 51%
of the Voting Rights may at any time remove the Trustee and appoint a successor
trustee by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which
<PAGE>
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.
<PAGE>
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 and the Owner of the Excess Spread 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 or the Owner of the Excess Spread 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
<PAGE>
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 and the Owner of the Excess Spread. 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 and
the Owner of the Excess Spread of the appointment of any Custodian (other than
the Custodian appointed as of the Closing Date) pursuant to this Section 8.11.
<PAGE>
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.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
--------------
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates and the Excess Spread (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the Owner of the Excess Spread and the obligation
of the Company to send certain notices as hereinafter set forth) shall terminate
upon the last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying property
of such Mortgage Loan with respect to Mortgage Loans as to which title has
been acquired if such fair market value is less than such unpaid principal
balance (net of any unreimbursed Advances attributable to principal) on the
day of repurchase plus accrued interest thereon at the Net Mortgage Rate
to, but not including, the first day of the month in which such repurchase
price is distributed, provided, however, that in no event shall the trust
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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
<PAGE>
the Mortgage Loans. In addition, the Master Servicer or the Company, as
applicable, shall provide to the Trustee the certification required by Section
3.15 and the Trustee and any Custodian shall, promptly following payment of the
purchase price, release to the Master Servicer or the Company, as applicable,
the Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a result
of the exercise by the Company of its right to purchase the assets of the Trust
Fund, the Company shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders and the Owner of the Excess Spread (whether as a result of
the exercise by the Master Servicer or the Company of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms hereof)
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer or the Company, as applicable (if it is exercising its
right to purchase the assets of the Trust Fund), or by the Trustee (in any other
case) by letter to the Certificateholders and the Owner of the Excess Spread
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment
of the Certificates and the Excess Spread is anticipated to be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R Certificates, that payment
will be made only upon presentation and surrender of the Certificates at
the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders and the Owner of the Excess Spread as aforesaid, it
shall give such notice to the Certificate Registrar at the time such notice is
given to Certificateholders and the Owner of the Excess Spread. In the event
such notice is given by the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate Account before
the Final Distribution Date in
<PAGE>
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, Class M, Class B and Class R Certificates,
upon presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued Certificate Interest and any
previously unpaid Accrued Certificate Interest, subject to the priority set
forth in Section 4.02(a), and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A) and the Excess
Spread. The Trustee shall also distribute to the Owner the Excess Spread.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue
or be payable to any Certificateholder on any amount held in the escrow account
or by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
<PAGE>
Section 9.02. Additional Termination Requirements.
-----------------------------------
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) 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 Return pursuant to Treasury
regulations Section 1.860F-1. The Master Servicer also shall satisfy all
of the requirements of a qualified liquidation for the Trust Fund under
Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the time
of making of the final payment on the Certificates, the Trustee shall sell
or otherwise dispose of all of the remaining assets of the Trust Fund in
accordance with the terms hereof; and
(iii) If the Master Servicer or the Company 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 or the Company 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.
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
--------------------
(a) The REMIC Administrator 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, Class M and Class B Certificates and the Excess
Spread shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests" in
the REMIC. The REMIC Administrator and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the Code) in
the REMIC other than the Certificates.
(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) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of the Class R Certificates and shall
be designated as "the tax matters person" with respect to the REMIC in the
manner provided under Treasury regulations section 1.860F-4(d) and temporary
Treasury regulations section 301.6231(a)(7)-1T. Residential Funding, as tax
matters person, shall (i) act on behalf of the REMIC in relation to any tax
matter or controversy involving the Trust Fund and (ii) represent the Trust Fund
in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator 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 the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as REMIC Administrator and shall be paid reasonable compensation by
any successor Master Servicer hereunder for so acting as the REMIC
Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all
of the Tax Returns that it determines are required with respect to the REMIC
created hereunder and deliver such Tax Returns in a timely manner to the Trustee
and the Trustee shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the
<PAGE>
REMIC Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with respect to
any tax or liability arising from the Trustee's signing of Tax Returns that
contain errors or omissions. The Trustee and Master Servicer shall promptly
provide the REMIC Administrator with such information as the REMIC Administrator
may from time to time request for the purpose of enabling the REMIC
Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application of any
tax relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause the REMIC created hereunder to take such actions as are
reasonably within the Master Servicer's or the REMIC Administrator's control and
the scope of its duties more specifically set forth herein as shall be necessary
or desirable to maintain the status thereof as a REMIC under the REMIC
Provisions (and the Trustee shall assist the Master Servicer and the REMIC
Administrator, to the extent reasonably requested by the Master Servicer and the
REMIC Administrator to do so). In performing their duties more specifically set
forth herein, the Master Servicer and the REMIC Administrator 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 their respective control that, under the REMIC Provisions, if taken or
not taken, as the case may be, could (i) endanger the status of the REMIC as a
REMIC or (ii) result in the imposition of a tax upon the REMIC (including but
not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of an Opinion of
Counsel or the indemnification referred to in this sentence, an "Adverse REMIC
Event") unless the Master Servicer or the REMIC Administrator, as applicable,
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
or the REMIC Administrator, as applicable, 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, the REMIC Administrator or the Trustee) to the effect that the
contemplated action will not, with respect to the REMIC created hereunder,
endanger such status or, unless the Master Servicer, the REMIC Administrator or
both, as applicable,
<PAGE>
determine in its or their sole discretion to indemnify the Trust Fund against
the imposition of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because the timing of
such action might result in the imposition of a tax on the Trust Fund, or may
only be taken pursuant to an Opinion of Counsel that such action would not
impose a tax on the Trust Fund, such action may nonetheless be taken provided
that the indemnity given in the preceding sentence with respect to any taxes
that might be imposed on the Trust Fund has been given and that all other
preconditions to the taking of such action have been satisfied. The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Master Servicer or the REMIC Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the REMIC or its assets, or
causing the REMIC to take any action, which is not expressly permitted under the
terms of this Agreement, the Trustee will consult with the Master Servicer or
the REMIC Administrator, as applicable, or its designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to the REMIC and the Trustee shall not take any such action or cause the
REMIC to take any such action as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that an Adverse REMIC
Event could occur. The Master Servicer or the REMIC Administrator, as
applicable, 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 or the REMIC Administrator. At all times as may be required by the
Code, the Master Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of the REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of
the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(g) In the event that any tax is imposed on "prohibited transactions"
of the REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of the REMIC as defined in Section
860G(c) of the Code, on any contributions to the REMIC after the Startup Day
therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall
be charged (i) to the Master Servicer, if such tax arises out of or results from
a breach by the Master Servicer of any of its obligations under this Agreement
or the Master Servicer has in its sole discretion determined to indemnify the
Trust Fund against such tax, (ii) to the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes
<PAGE>
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to the REMIC unless (subject to
Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the REMIC will
not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which the REMIC will receive a
fee or other compensation for services nor permit the REMIC to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the Excess
Spread and the Certificate Principal Balance of each Class of Certificates
representing a regular interest in the REMIC would be reduced to zero is May 25,
2011, which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of
the REMIC 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 REMIC, nor sell or dispose of any investments in the Custodial
Account or the Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC
<PAGE>
as a REMIC or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause the REMIC to be
subject to a tax on "prohibited transactions" or "contributions" pursuant to the
REMIC Provisions.
Section 10.02. Master Servicer and Trustee Indemnification.
-------------------------------------------
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator 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 REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer 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, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X 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 REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator 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.
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
---------
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Company, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of
the Trust Fund as a REMIC at all times that any Certificate is outstanding
or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in which
the Custodial Account is maintained, provided that (A) the Certificate
Account Deposit Date shall in no event be later than the related
Distribution Date, (B) such change shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder and (C) such change shall not result in a reduction of
the rating assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date, as evidenced by a letter from each Rating Agency to such
effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f)
or any other provision hereof restricting transfer of the Class R
Certificates by virtue of their being the "residual interests" in the REMIC
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 (subject to Section 10.01(f)), as
evidenced by an Opinion of Counsel (at the expense of the party
<PAGE>
seeking so to modify, eliminate or add such provisions), cause 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,
(vi) to provide for the Excess Spread to be certificated and
designated as a Class A Certificate, or
(vii) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this Agreement,
provided that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Company, the Master Servicer and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby and the
Owner of the Excess Spread, if affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or such Custodial Agreement or of modifying in any manner the
rights of the Holders of Certificates of such Class or of the Excess Spread;
provided, however, that no such amendment shall:
- -------- -------
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate or the
Excess Spread without the consent of the Holder of such Certificate or the
Owner of the Excess Spread,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and 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 and the Owner of the Excess Spread. It shall not be necessary
for the consent of
<PAGE>
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) 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
<PAGE>
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 or the Owner of the Excess Spread from
time to time as partners or members of an association; nor shall any
Certificateholder or the Owner of the Excess Spread 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) Neither the Owner of the Excess Spread nor any 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
<PAGE>
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 and the Owner of the Excess Spread 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.
<PAGE>
Section 11.05. Notices.
-------
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b) in the case of the
Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Bond Administration Team Leader 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 1996-S13 or such other
address as may hereafter be furnished to the Company and the Master Servicer in
writing by the Trustee, (d) in the case of Fitch, One State Street Plaza, New
York, New York 10004, or such other address as may hereafter be furnished to the
Company, the Trustee and the Master Servicer in writing by Fitch and (e) in the
case of Standard & Poor's, 25 Broadway, New York, New York 10004 or such other
address as may be hereafter furnished to the Company, Trustee, and Master
Servicer by Standard & Poor's. Any notice required or permitted to be mailed to
a Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06. Notices to Rating Agency.
------------------------
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the
<PAGE>
cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates and the Owner of the Excess Spread 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 or the Owner of the Excess Spread 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
<PAGE>
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.
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 for 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 (subject to
Section 10.01(f)) 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 860G(d) of the Code.
<PAGE>
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: Randy Van Zee
Title: Vice President
Attest:__________________________
Name:
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:_______________________
Name:
Title: Director
Attest:________________________
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:________________________
Name:
Title:
Attest:__________________________
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 1996 before me, a notary public in and for
said State, personally appeared Randy Van Zee, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 1996 before me, a notary public in and for
said State, personally appeared ______________, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of May, 1996 before me, a notary public in and for
said State, personally appeared ________________, known to me to be a
______________ of Bankers Trust Company, the national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL
REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MAY 30, 1996.
ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 175% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED
WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE
PRINCIPAL BALANCE], THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF
OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______
PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], COMPUTED USING
THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR
AT ANY OTHER
RATE [OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
<PAGE>
Certificate No. ____ 7.00% Pass-Through Rate
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date:
[Percentage Interest: ___%]
May 1, 1996
Aggregate [Initial Certificate Principal
Balance] of the Class A-__ Certificates:
First Distribution Date:
June 25, 1996
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760947-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S13
evidencing a percentage interest in the distributions allocable to the Class
A-__ Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate [(obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class A-___ Certificates,
both as specified above)] in certain distributions with respect to the Trust
Fund consisting primarily of an interest in a pool of conventional one- to four-
family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed
and sold by
<PAGE>
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.
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A-__ Certificates referred to in the within-
mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
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 ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MAY 30, 1996.
ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 175% 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.]
<PAGE>
Certificate No. ___ 7.00% Pass-Through Rate
Class M-___ Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
May 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
June 25, 1996
CUSIP: 760947-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
May 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S13
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
<PAGE>
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.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (i) 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 the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M
<PAGE>
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60.
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS
DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE
FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE
DATE OF THIS CERTIFICATE IS MAY 30, 1996. ASSUMING THAT THE MORTGAGE
LOANS
PREPAY AT 175% 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.
<PAGE>
Certificate No. __ 7.00 % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
May 1, 1996
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
June 25, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
May 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S13
evidencing a percentage interest in any distributions allocable to the Class
B-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
<PAGE>
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
<PAGE>
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 either (i)
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 the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and Section 4975 of the Internal Revenue Code
(the "Code") and stating, among other things, that the transferee's acquisition
of a Class B Certificate will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
(ii) a representation letter, in the form as described by the Agreement, either
stating that the transferee is not an employee benefit or other plan subject to
the prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60.
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
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 ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF
THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH
PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING
TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE
REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR
OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN
AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO
BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE
BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
<PAGE>
Certificate No. ___ 7.00% Pass-Through Rate
Class R Senior Aggregate Initial
Certificate Principal Balance of the
Class R Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
May 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
June 25, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760947-_____
Assumed Final Distribution Date:
May 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S13
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
<PAGE>
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
<PAGE>
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.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) 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 the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
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
<PAGE>
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
<PAGE>
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.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: BANKERS TRUST COMPANY
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class R Certificates referred to in the within-
mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________________
for the account of _____________________________________________ account number
________________, or, if mailed by check, to
________________________________________________________________ Applicable
statements should be mailed to
________________________________________________________________________________
____.
This information is provided by _____________________________, the
assignee named above, or __________________________________, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
-------------------
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of May 1, 1996, 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 May 1, 1996, relating
to the issuance of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1996-S13 (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.
<PAGE>
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,
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1996-S13
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of May, 1996, before me, a notary public in and for
said State, personally appeared _______________________, known to me to be a
Vice President of Bankers Trust Company, a New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 1996, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of May, 1996, before me, a notary public in and for
said State, personally appeared ________________, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 30th day of May, 1996, before me, a notary public in and for
said State, personally appeared ________________, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
May 30, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S13
Re: Custodial Agreement dated as of May 1, 1996, 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
--------------------
1996-S13
----------------------------
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:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S13
Re: Custodial Agreement dated as of May 1, 1996, 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
--------------------
1996-S13
---------------------------
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:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S13
Re: Custodial Agreement dated as of May 1, 1996, 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
--------------------
1996-S13
--------
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee or an original
lost note affidavit from the related Seller or Residential Funding stating
that the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative
Loan, the original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it
<PAGE>
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)
<PAGE>
above, showing an unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the Trustee
as secured party, each in a form sufficient for filing, evidencing the interest
of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 05/16/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.24.59 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S13 CUTOFF : 05/01/96
POOL : 0004207
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
MORTGAGOR NAME ORIG TERM PRINCIPAL BAL # OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I LTV
ADDRESS LINE 2 CURR NET CURRENT P+I VALUE
CITY STATE ZIP LOAN PURP NOTE DATE MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
______________________________________________________________________________
1434393 A77/F06 F 191,800.00 ZZ
CHOW SU-FANG 180 188,381.70 1
15 BEV AVENUE 7.875 1,819.13 70
7.625 1,819.13 274,000.00
PISCATAWAY NJ 08854 1 10/11/95 00
0380220872 05 12/01/95 0
9400536 O 11/01/10
0
1444978 B24/728 F 160,000.00 ZZ
SAXE PATRICIA D 180 157,707.60 1
320 STRAWBERRY HILL AVE 8.250 1,552.22 50
UNIT 39 8.000 1,552.22 325,000.00
STAMFORD CT 06902 2 11/01/95 00
0380243346 05 01/01/96 0
UNKNOWN O 12/01/10
0
1462014 070/728 F 24,900.00 ZZ
MARROW ALMA C 120 24,080.70 1
1211 OAKLEY DRIVE 8.250 305.41 32
8.000 305.41 79,900.00
BIRMINGHAM AL 35214 1 10/26/95 00
0380307984 05 12/01/95 0
6589987 O 11/01/05
0
1468664 A52/728 F 291,000.00 ZZ
O'REILLY MICHAEL J 180 288,346.91 1
4720 TALLEY BROOK DRIVE 7.500 2,697.61 66
7.250 2,697.61 447,500.00
KENNESAW GA 30152 2 01/11/96 00
0380310699 03 03/01/96 0
1
134033 O 02/01/11
0
1472552 976/728 F 400,000.00 ZZ
SMITH AARON J 180 398,805.15 1
2814 CEDAR WOODS PLACE 7.625 3,736.52 51
7.375 3,736.52 785,000.00
HOUSTON TX 77068 4 03/22/96 00
0380416645 03 05/01/96 0
756237 O 04/01/11
0
1473478 757/757 F 220,000.00 ZZ
MORAN J L 180 217,950.27 1
PO BOX 384 HIGHWAY 531 NORTH 7.250 2,008.30 70
7.000 2,008.30 314,700.00
TAYLORSVILLE MS 39168 5 01/31/96 00
2665396 05 03/01/96 0
2665396 O 02/01/11
0
1473503 559/728 F 275,000.00 ZZ
SHAKERI MICHAEL A 180 275,000.00 1
50 CATALPA LANE 8.375 2,687.93 69
8.125 2,687.93 400,000.00
CAMPBELL CA 95008 2 04/05/96 00
0380416272 05 06/01/96 0
0459354 O 05/01/11
0
1474165 B99/728 F 272,000.00 ZZ
PYBURN PHILIP J 180 268,313.33 1
79 ALDERBROOK DRIVE 8.000 2,599.37 80
7.750 2,599.37 340,000.00
TOPSFIELD MA 01983 2 03/08/96 00
0380368788 05 05/01/96 0
LB954636 O 04/01/11
0
1474377 A35/A35 F 107,000.00 ZZ
FORLENZA ANTHONY 180 106,330.16 1
416 BIRCH STREET 7.125 969.24 66
6.875 969.24 164,000.00
WEST HEMPSTEAD NY 11552 2 02/14/96 00
UNKNOWN 05 04/01/96 0
UNKNOWN O 03/01/11
0
1
1474578 637/728 F 240,000.00 ZZ
DIETZ ROGER J 180 237,811.89 1
2589 SE 9 STREET 7.500 2,224.83 80
7.250 2,224.83 300,000.00
POMPANO BEACH FL 33062 1 01/24/96 00
0380344417 05 03/01/96 0
4906525 O 02/01/11
0
1477813 429/429 F 240,000.00 ZZ
JENG JINHWA 180 204,072.99 1
261 BERKLEY AVENUE 7.500 2,224.83 58
7.250 2,224.83 419,900.00
BELLE MEAD NJ 08502 1 09/13/95 00
21213954 03 11/01/95 0
21213954 O 10/01/10
0
1478174 B47/728 F 384,000.00 ZZ
QUITER ANTHONY 180 382,801.61 1
240 EAST WALNUT 7.125 3,478.39 80
6.875 3,478.39 480,000.00
HINSDALE IL 60521 2 03/01/96 00
0380361635 05 05/01/96 0
1478174 O 04/01/11
0
1478833 457/728 F 250,000.00 ZZ
LARSON JEFFREY B 180 248,501.68 1
16 SOUTH WOODSIDE AVENUE 7.625 2,335.33 53
7.375 2,335.33 478,000.00
WELLESLEY MA 02181 2 03/04/96 00
0380389396 05 04/01/96 0
961313303 O 03/01/11
0
1479064 A52/728 F 280,000.00 ZZ
CHANG YIH-LONG 180 278,284.83 1
10520 OXFORD MILL CIRCLE 7.375 2,575.79 73
7.125 2,575.79 385,000.00
ALPHARETTA GA 30202 2 02/21/96 00
0380349655 03 04/01/96 0
139249 O 03/01/11
0
1479198 964/728 F 241,500.00 ZZ
ANDERSEN FREDDY 180 240,762.60 1
396 E BLITHDALE AVENUE 7.375 2,221.62 69
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SAN ANTONIO TX 78244 2 03/14/96 14
638746800 05 05/01/96 30
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SIMI VALLEY CA 93063 2 03/21/96 00
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FREMONT CA 94539 1 03/28/96 00
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HURRICANE WV 25526 2 01/19/96 14
3515715 05 03/01/96 17
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KEYSTONE CO 80435 1 04/05/96 00
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CUPERTINO CA 95014 2 03/12/96 00
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HANNA GWENDOLYNL 180 260,172.78 1
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KOHN DEBORAH A 180 305,252.45 1
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SAN MATEO CA 94403 2 01/16/96 00
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JACKSON DAVID S 180 339,940.21 1
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SAN FRANCISCO CA 94127 2 01/09/96 00
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LIN TENG C 180 275,520.05 1
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SAN JOSE CA 95129 2 01/22/96 00
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1561319573 O 02/01/11
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BROWN CARL L 180 328,043.78 1
10360 SCENIC BOULEVARD 7.750 3,106.21 49
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CUPERTINO CA 95014 2 02/01/96 00
0380387457 05 04/01/96 0
1561320368 O 03/01/11
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CHEN CHING-HSU 180 278,321.88 1
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FREMONT CA 94539 2 02/20/96 00
0380387481 05 04/01/96 0
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1
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PANAMA JULIE 180 644,201.56 1
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LOS ANGELES CA 90024 2 01/23/96 00
0380403056 05 03/01/96 0
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FOX RICHARD J 180 928,457.25 1
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BEVERLY HILLS CA 90210 2 01/10/96 00
0380402009 05 03/01/96 0
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LOTT IRA T 180 319,990.61 1
25792 JAMON LANE 7.250 2,948.55 86
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MISSION VIEJO CA 92691 2 01/25/96 10
0380403064 05 03/01/96 25
1562147622 O 02/01/11
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STOLL MARY A 180 435,856.02 1
400 HOMEWOOD ROAD 7.125 3,985.66 26
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LOS ANGELES CA 90049 2 01/17/96 00
0380403023 05 03/01/96 0
1562147881 O 02/01/11
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CHEN DAR-SHENG 180 200,911.21 1
107 RUSKIN DRIVE 7.875 1,911.13 65
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MONTGOMERY TX 77356 1 03/15/96 00
0380390915 03 05/01/96 0
30817406374 O 04/01/11
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CONWAY JOHN W 180 89,401.41 1
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SUGAR LAND TX 77479 1 04/11/96 00
0380425901 03 06/01/96 0
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GRAYR VICTOR 180 420,000.00 1
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BILLMEYER D C 180 611,773.54 1
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PHONG SAU C 180 93,725.34 1
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SACRAMENTO CA 95824 1 03/08/96 00
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709 36TH STREET 7.375 2,318.21 62
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MANHATTAN BEACH CA 90266 2 04/12/96 00
0380432832 05 06/01/96 0
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DANA POINT CA 92629 2 03/14/96 00
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MOORHEAD II WILLIAM D 180 318,167.58 1
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TORRANCE CA 90505 2 02/28/96 10
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1
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WOOD JAMES K 180 532,591.21 1
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EAGLE ID 83616 2 01/31/96 00
0380395393 03 03/01/96 0
1506077780 O 02/01/11
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1488420 074/728 F 360,000.00 ZZ
FREIDIN GREGORY 180 357,672.11 1
825 SHATTUCK AVENUE 6.750 3,185.68 71
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BERKELEY CA 94707 2 02/08/96 00
0380392382 05 04/01/96 0
1561319530 O 03/01/11
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1488424 074/728 F 262,900.00 ZZ
CARPENTER NEIL W 180 261,341.54 1
2055 ROSEMONT AVENUE NO 1 7.750 2,474.62 71
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PASADENA CA 91103 2 02/08/96 00
0380395682 05 04/01/96 0
1562147440 O 03/01/11
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1488425 074/728 F 443,800.00 ZZ
PORTERFIELD GARLAND 180 441,110.96 1
6620 HILLCREST AVENUE 7.500 4,114.08 70
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OKLAHOMA CITY OK 73116 2 02/14/96 00
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PALMER COLIN A 180 373,854.98 1
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PORTOLA VALLEY CA 94028 2 03/08/96 00
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1488698 975/728 F 100,000.00 ZZ
CHEN SHU-ER 180 99,714.20 1
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LEE CHUN K 180 113,072.29 1
14254 SW 117TH TERRACE 8.000 1,083.71 75
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MIAMI FL 33186 1 03/21/96 00
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MURRAY DUANE R 180 298,101.52 1
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5727302 05 04/01/96 0
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CHI LAU T 180 140,959.42 1
3123 PAVAN DRIVE 7.750 1,334.73 75
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SAN JOSE CA 95148 2 02/02/96 00
0380412529 05 04/01/96 0
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CHIPMAN WILLIAM 180 209,379.57 1
2231 PACIFIC AVENUE 7.750 1,976.68 75
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ALAMEDA CA 94501 2 02/23/96 00
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CHEN JAMES 180 782,879.80 1
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RNCH PLS VRD CA 90274 2 02/02/96 00
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1
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LAU HIN W 180 385,725.08 1
1731 CAMINO LINDO 7.875 3,679.99 50
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SOUTH PASADENA CA 91030 1 02/05/96 00
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GINIGER MEL 180 275,743.89 1
10668 EASTBORNE AVENUE #207 7.000 2,494.25 75
6.750 2,494.25 370,000.00
LOS ANGELES CA 90024 2 02/12/96 00
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WEISS MAX E 180 246,744.27 1
10500 BOULDER RIDGE TERRACE 7.375 2,276.82 75
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LOS ANGELES CA 91311 5 03/11/96 00
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MERCADO RAUL F 180 234,771.03 1
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SO SAN FRANCISC CA 94080 1 02/06/96 10
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LAKE SAN MARCOS CA 92069 1 03/08/96 00
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FUSCO F J 180 398,805.15 1
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SARASOTA FL 34231 1 03/15/96 00
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KIRST BRADLEY J 180 298,142.22 1
15838 BEAVER RUN ROAD 7.250 2,738.59 75
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SANTA CLARITA CA 91351 2 02/14/96 00
0380401951 05 04/01/96 0
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ROCA JUAN J 180 69,797.71 1
12504 SW 99 AVENUE 8.000 668.96 41
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MIAMI FL 33176 1 03/28/96 00
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MOORE THOMAS K 180 456,072.23 1
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FORT COLLINS CO 80524 2 03/08/96 00
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COX CHRISTOPHM 172 238,231.11 1
3870 STEEPLECHASE COURT 7.875 2,352.47 75
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MIDLOTHIAN TX 76065 2 12/01/95 00
0380408022 05 01/01/96 0
3906104 O 04/01/10
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1489746 E87/728 F 369,000.00 ZZ
CASTILLO RODOLFO 180 367,860.92 1
925 NORTH ONTARE ROAD 7.250 3,368.46 73
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SANTA BARBARA CA 93105 2 03/11/96 00
0380405796 05 05/01/96 0
1
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NURSE CLAUDETTEC 180 91,734.13 1
8311 12TH AVE 8.000 879.20 74
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SILVER SPRING MD 20903 2 03/13/96 00
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MOUNT SINAI NY 11766 5 03/20/96 00
0380410622 05 05/01/96 0
1839047 O 04/01/11
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KRUGER LOREN C 180 300,033.74 1
9538 NAPLES DRIVE 6.800 2,671.93 80
6.550 2,671.93 378,000.00
CYPRESS CA 90630 2 03/05/96 00
0380410408 05 05/01/96 0
1840265 O 04/01/11
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KAN FRANK 180 390,789.90 1
801 WEST KENNETH ROAD 7.250 3,578.43 80
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GLENDALE CA 91202 2 03/18/96 00
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BRYANT ARWYN L 180 434,401.36 1
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LOS GATOS CA 95030 2 03/18/96 00
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1843291 O 04/01/11
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1
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427 WASHINGTON STREET APT 5 7.950 2,667.75 28
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NEW YORK NY 10013 5 03/20/96 00
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65020760053 O 04/01/11
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NANTUCKET MA 02554 2 03/28/96 00
12959771 05 05/01/96 0
12959771 O 04/01/11
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1490053 232/232 F 371,450.00 ZZ
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1103 MARINA COVE CIRCLE 7.875 3,523.02 80
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COLUMBUS GA 31904 1 03/29/96 00
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SANTA FE NM 87501 1 03/28/96 00
0380407560 05 05/01/96 0
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5350 DONNA AVENUE 8.125 3,061.97 60
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TARZANA AREA CA 91356 2 03/27/96 00
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HELLER RONALD I 180 1,000,000.00 1
74 FARVIEW ROAD 7.750 9,412.76 65
COUNTY OF BERGEN 7.500 9,412.76 1,550,000.00
TENAFLY NJ 07670 1 04/12/96 00
0380415506 05 06/01/96 0
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0
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BETTS WILLIAM M 180 299,142.60 1
17700 CROTHER HILLS ROAD 8.125 2,888.65 70
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MEADOW VISTA CA 95722 2 03/12/96 00
0380408592 05 05/01/96 0
6371728 O 04/01/11
0
1490346 668/728 F 370,000.00 ZZ
JENKINS JOHN D 180 368,918.86 1
15736 NORTHEAST 143RD PLACE 7.875 3,509.27 63
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WOODINVILLE WA 98072 5 03/18/96 00
0380411877 03 05/01/96 0
6390645 O 04/01/11
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1
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RULE JOHN G 172 263,697.10 1
4614 MCKEEVER AVENUE 7.625 2,584.37 50
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MISSOURI CITY TX 77459 4 09/11/95 00
0380405390 03 11/01/95 0
3914413 O 02/01/10
0
1490471 601/728 F 298,400.00 ZZ
JARVIS BARBARA S 180 297,488.86 1
17120 VILLAGE LANE 7.375 2,745.06 80
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DALLAS TX 75248 1 03/28/96 00
0380405267 05 05/01/96 0
881207 O 04/01/11
0
1490580 897/728 F 230,000.00 ZZ
BROWN ROBERT G 180 229,297.72 1
5756 REDROCK 7.375 2,115.82 29
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LAS VEGAS NV 89118 5 03/20/96 00
0380412651 05 05/01/96 0
5071737 O 04/01/11
0
1490645 686/728 F 100,000.00 ZZ
VITTUR MARK S 180 99,704.55 1
21902 RIO VILLA DR SOUTH 7.750 941.28 75
7.500 941.28 135,000.00
HOUSTON TX 77049 2 03/15/96 00
0380405937 05 05/01/96 0
30817406895 O 04/01/11
0
1490646 686/728 F 77,600.00 ZZ
TRUONG BA C 180 77,370.73 1
6116 SE GRANT STREET 7.750 730.44 48
7.500 730.44 163,000.00
PORTLAND OR 97215 2 03/14/96 00
0380405945 05 05/01/96 0
30817466956 O 04/01/11
0
1490647 686/728 F 290,500.00 ZZ
YINN SHYH H 180 289,677.10 1
1
10160 CAMINO VISTA DRIVE 8.225 2,814.04 70
7.975 2,814.04 415,000.00
CUPERTINO CA 95014 1 03/12/96 00
0380408956 05 05/01/96 0
30817488331 O 04/01/11
0
1490652 686/728 F 150,000.00 ZZ
BRESLIN MICHAEL 180 149,559.56 1
711 SCARSDALE ROAD 7.820 1,417.94 75
7.570 1,417.94 200,000.00
YONKERS NY 10707 1 03/21/96 00
0380407719 05 05/01/96 0
30817184559 O 04/01/11
0
1490653 686/728 F 50,300.00 ZZ
TRAYLOR CALVIN J 180 50,157.82 1
430 ELDERVISTA DRIVE 8.250 487.99 65
8.000 487.99 78,000.00
WEBSTER TX 77586 2 03/18/96 00
0380405986 03 05/01/96 0
30817315658 O 04/01/11
0
1490654 686/728 F 320,000.00 ZZ
NEIL WILLIAM C 180 319,012.16 1
9302 SE SHORELAND DRIVE 7.250 2,921.17 50
7.000 2,921.17 650,000.00
BELLEVUE WA 98004 1 03/20/96 00
0380405994 05 05/01/96 0
30817543804 O 04/01/11
0
1490661 686/728 F 292,500.00 ZZ
NGUYEN QUY V 180 291,647.19 1
7701 NORTH 1ST AVENUE 7.900 2,778.43 75
7.650 2,778.43 390,000.00
PHOENIX AZ 85021 1 03/22/96 00
0380408923 05 05/01/96 0
30817190341 O 04/01/11
0
1490662 686/728 F 84,800.00 ZZ
CHARBONNEAU MARC L 180 84,546.68 1
651 NW 38TH PLACE 7.625 792.15 80
7.375 792.15 106,000.00
POMPANO BEACH FL 33064 5 03/20/96 00
0380406737 05 05/01/96 0
1
30817379183 O 04/01/11
0
1490663 686/728 F 255,600.00 ZZ
PIELMEIER DAVID M 180 254,844.84 1
10215 ARETHUSA LANE 7.750 2,405.91 79
7.500 2,405.91 327,000.00
UPPER MARLBORO MD 20772 2 03/20/96 00
0380406836 05 05/01/96 0
30817505647 O 04/01/11
0
1490666 686/728 F 58,200.00 ZZ
NGUYEN STEVEN D 180 58,026.14 1
8006 VERMILION DRIVE 7.625 543.67 60
7.375 543.67 97,000.00
CHARLOTTE NC 28215 1 03/26/96 00
0380406554 05 05/01/96 0
30817377856 O 04/01/11
0
1490667 686/728 F 60,000.00 ZZ
SCHECHTER JEFFREY 180 59,818.79 1
55 CHAFFIN ROAD 7.500 556.21 38
7.250 556.21 162,000.00
ROSWELL GA 30076 5 03/21/96 00
0380408931 05 05/01/96 0
30817379811 O 04/01/11
0
1490668 686/728 F 280,000.00 ZZ
MUSTAFA MUHAREB 180 279,208.60 1
821 TURNBRIDGE 8.250 2,716.40 70
8.000 2,716.40 400,000.00
NAPERVILLE IL 60540 5 03/18/96 00
0380406679 05 05/01/96 0
30817399934 O 04/01/11
0
1490678 686/728 F 43,000.00 ZZ
BRAUN JAMES D 180 42,881.14 1
5080 FAIRY CHASM ROAD 8.500 423.44 33
8.250 423.44 134,000.00
TOWN OF TRENTON WI 53095 5 03/21/96 00
0380406455 05 05/01/96 0
30817400245 O 04/01/11
0
1
1490688 686/728 F 129,500.00 ZZ
GALIZIA THOMAS P 180 129,121.59 1
39415 KING EDWARD COURT 7.875 1,228.25 70
7.625 1,228.25 185,000.00
WILLOUGHBY OH 44094 1 03/27/96 00
0380407818 05 05/01/96 0
30817399769 O 04/01/11
0
1490702 686/728 F 78,000.00 ZZ
DUONG DIEP H 180 77,764.43 1
1577 TERN REST COVE 7.500 723.07 47
7.250 723.07 168,000.00
CORDOVA TN 38018 1 03/29/96 00
0380406232 05 05/01/96 0
30817220536 O 04/01/11
0
1490703 686/728 F 50,000.00 ZZ
FRISSE JANE C 180 49,851.62 1
5206 NE CLEVELAND AVENUE 7.700 469.21 40
7.450 469.21 125,000.00
PORTLAND OR 97211 1 03/25/96 00
0380406240 05 05/01/96 0
30817310550 O 04/01/11
0
1490704 686/728 F 168,750.00 ZZ
LEE KAE C 180 168,210.62 1
10 RAY AVENUE 6.850 1,502.66 75
6.600 1,502.66 225,000.00
LEONIA NJ 07605 1 03/28/96 00
0380406257 05 05/01/96 0
30817369754 O 04/01/11
0
1490705 686/728 F 51,000.00 ZZ
TAUSZIK JUDITH 180 50,859.03 1
149 NW 70TH STREET UNIT 302B 8.500 502.22 75
8.250 502.22 68,000.00
BOCA RATON FL 33487 1 03/29/96 00
0380406265 01 05/01/96 0
30817379019 O 04/01/11
0
1490706 686/728 F 37,500.00 ZZ
SEE ESSIE C 180 37,394.00 1
4928 ALDER DRIVE #A 8.250 363.81 75
8.000 363.81 50,000.00
1
WEST PALM BEACH FL 33417 2 03/25/96 00
0380406273 09 05/01/96 0
30817380223 O 04/01/11
0
1490708 686/728 F 51,300.00 ZZ
DYSON ROY E 180 51,148.43 1
1308 S CHICAGO AVENUE 7.750 482.88 77
7.500 482.88 67,000.00
FREEPORT IL 61032 5 03/25/96 00
0380406406 05 05/01/96 0
30817400278 O 04/01/11
0
1490709 686/728 F 72,600.00 ZZ
ABDELMALIK ZARIF G 180 72,399.32 1
1005 BRITISH BOULEVARD 8.500 714.93 73
8.250 714.93 100,000.00
GRAND PRAIRIE TX 75050 2 03/25/96 00
0380406299 05 05/01/96 0
30817407042 O 04/01/11
0
1490710 686/728 F 66,500.00 ZZ
DAWSON THOMAS H 180 66,303.53 1
3822 SECOND STREET 7.750 625.95 95
7.500 625.95 70,000.00
BALTIMORE MD 21225 2 03/25/96 10
0380406323 07 05/01/96 25
30817506058 O 04/01/11
0
1490711 686/728 F 140,500.00 ZZ
SROUR MIKE J 180 140,093.97 1
5239 NORTHEAST 193RD PLACE 8.000 1,342.70 71
7.750 1,342.70 200,000.00
SEATTLE WA 98155 2 03/20/96 00
0380407834 05 05/01/96 0
30817543572 O 04/01/11
0
1490714 686/728 F 25,000.00 ZZ
HELLEBRAND BARBARA 180 25,000.00 1
918 7TH AVENUE SOUTHWEST 7.600 233.18 42
7.350 233.18 60,500.00
LARGO FL 34640 1 04/02/96 00
0380408915 05 06/01/96 0
30816987770 O 05/01/11
0
1
1490715 686/728 F 272,000.00 ZZ
KEGLER WILLIAM L 180 271,206.97 1
431 DOE TRAIL COVE 7.900 2,583.70 64
7.650 2,583.70 428,000.00
CORDOVA TN 38018 2 03/25/96 00
0380408816 05 05/01/96 0
30817220841 O 04/01/11
0
1490716 686/728 F 78,000.00 ZZ
MONTENEGRO ELSY M 180 76,903.30 1
730 LONGFELLOW LANE 7.750 734.20 62
7.500 734.20 127,000.00
MUNDELEIN IL 60060 2 03/26/96 00
0380406505 05 05/01/96 0
30817400591 O 04/01/11
0
1490722 439/728 F 520,000.00 ZZ
JOHNSON KELLY R 180 518,387.75 1
9510 SUGAR BABE DRIVE 7.200 4,732.25 80
6.950 4,732.25 650,000.00
GILROY CA 95020 1 03/26/96 00
0380408949 05 05/01/96 0
1846925 O 04/01/11
0
1490819 640/728 F 225,000.00 ZZ
BLACKARD HUGH W 180 224,364.06 1
6908 TANGLEBERRY COVE 8.250 2,182.82 71
8.000 2,182.82 320,000.00
MEMPHIS TN 38119 2 03/25/96 00
0380409111 05 05/01/96 0
5676507 O 04/01/11
0
1490884 686/728 F 38,000.00 ZZ
ERICKSON CRAIG 180 37,888.96 1
10441 GREENBRIER RD #309 7.875 360.42 70
7.625 360.42 55,000.00
MINNETONKA MN 55305 2 03/26/96 00
0380406448 01 05/01/96 0
30817400609 O 04/01/11
0
1490885 686/728 F 57,800.00 ZZ
WALDROP CARL A 180 57,629.23 1
1
1411 MEARNS MEADOW BLVD 7.750 544.06 56
7.500 544.06 104,000.00
AUSTIN TX 78758 2 03/26/96 00
0380406364 05 05/01/96 0
30817406960 O 04/01/11
0
1490887 686/728 F 184,500.00 ZZ
SHIHADEH NASER A 180 184,500.00 1
1521 BEULAH ROAD 7.875 1,749.90 75
7.625 1,749.90 246,000.00
VIENNA VA 22182 2 03/26/96 00
0380407404 05 06/01/96 0
30817506462 O 05/01/11
0
1491016 575/728 F 224,000.00 ZZ
ESKANDER ELHAMY 180 223,338.21 1
9034 MOUNTAINBERRY CIRCLE 7.750 2,108.46 80
7.500 2,108.46 280,000.00
FREDERICK MD 21702 1 03/26/96 00
0380407743 05 05/01/96 0
452001089 O 04/01/11
0
1491018 575/728 F 296,000.00 ZZ
LEATHERBURY JOHN P 180 295,096.20 1
3 BULL BRANCH COURT 7.375 2,722.97 80
7.125 2,722.97 370,000.00
CATONSVILLE MD 21228 2 03/01/96 00
0380407826 03 05/01/96 0
432012054 O 04/01/11
0
1491128 A52/728 F 315,000.00 ZZ
CUMANAN ROMEO M 180 315,000.00 1
15 KNIGHT DRIVE 7.875 2,987.62 70
7.625 2,987.62 450,000.00
NEWNAN GA 30263 1 04/08/96 00
0380402793 05 06/01/96 0
143009 O 05/01/11
0
1491188 559/728 F 240,000.00 ZZ
COOK BURTON R 180 239,321.66 1
788 IRVINE ROAD 8.250 2,328.34 66
8.000 2,328.34 365,000.00
SIMI VALLEY CA 93065 1 03/22/96 00
0380407883 05 05/01/96 0
1
0498006 O 04/01/11
0
1491204 A50/A50 F 191,000.00 ZZ
MANIS PETER M 180 191,000.00 1
6435 DUNLIETH PLACE 7.000 1,716.76 47
6.750 1,716.76 410,000.00
PENSACOLA FL 32504 2 03/29/96 00
14469 05 06/01/96 0
14469 O 05/01/11
0
1491205 814/728 F 422,000.00 ZZ
CELLO JOHN P 180 422,000.00 1
54 LOWER NORTH TERRACE 7.375 3,882.08 57
7.125 3,882.08 750,000.00
TIBURON CA 94920 2 04/03/96 00
0380411448 05 06/01/96 0
809603234 O 05/01/11
0
1491231 317/728 F 270,000.00 ZZ
CONNELLY THOMAS 180 267,457.09 1
615 S. PITT STREET 7.125 2,445.75 75
6.875 2,445.75 360,000.00
ALEXANDRIA VA 22314 5 01/25/96 00
0380410960 07 03/01/96 0
232434 O 02/01/11
0
1491234 317/728 F 247,000.00 ZZ
NUYGEN CHUNG T 180 244,052.60 1
14293 SPRING VISTA LANE 7.750 2,324.96 79
7.500 2,324.96 315,000.00
CHINO HILLS CA 91709 2 12/22/95 00
0380409905 05 02/01/96 0
227325 O 01/01/11
0
1491440 232/232 F 90,000.00 ZZ
IKAMIRE RONALD W 180 89,742.77 1
1741 WEST TEAL DRIVE 8.125 866.60 45
7.875 866.60 201,000.00
PARK CITY UT 84098 1 03/27/96 00
11007771 05 05/01/96 0
11007771 O 04/01/11
0
1
1491513 F45/F45 F 73,163.36 ZZ
PAPA ROBERT J 130 72,433.69 1
485 NEWBRIDGE ROAD 7.625 828.57 51
7.375 828.57 145,000.00
LEVITTOWN NY 11756 2 12/26/91 00
120915 05 04/01/96 0
120915 O 01/01/07
0
1491515 F45/F45 F 73,447.92 ZZ
STRATICO STEPHEN 132 72,753.40 1
1 HOAGLAND AVENUE 8.125 843.39 39
7.875 843.39 190,000.00
SYOSSET NY 11791 2 02/18/92 00
122085 05 04/01/96 0
122085 O 03/01/07
0
1491519 F45/F45 F 96,093.95 ZZ
SPEIGHT JEFFREY L 133 95,216.43 1
29 CROCKER STREET 8.500 1,117.88 45
8.250 1,117.88 215,000.00
ROCKVILLE CENTR NY 11570 2 03/27/92 00
122929 05 04/01/96 0
122929 O 04/01/07
0
1491521 F45/F45 F 70,000.00 ZZ
MUSSELWHITE RICHARD J 180 64,017.39 1
148 AVONDALE DRIVE 6.875 624.30 56
6.625 624.30 126,000.00
CENTEREACH NY 11720 1 03/15/94 00
131334 05 05/01/94 0
131334 O 04/01/09
0
1491522 F45/F45 F 179,569.46 ZZ
ROGENSTEIN FREDRICK 147 168,385.21 62
APT 9A 151 EAST 83RD STREET 8.250 1,944.93 42
8.000 1,944.93 430,000.00
NEW YORK NY 10028 1 05/01/92 00
135962 11 03/01/95 0
135962 O 05/01/07
0
1491523 F45/F45 F 261,943.68 T
CHERNOFF ALEXANDERA 163 229,687.97 1
12 EAST VIEW ROAD 7.000 2,494.65 71
6.750 2,494.65 370,000.00
1
NEW FAIRFIELD CT 06812 2 10/20/93 00
136101 05 12/01/93 0
136101 O 06/01/07
0
1491536 F45/F45 F 116,078.37 ZZ
LAURENT JEFFERY P 141 115,061.06 1
1807 BOLMER FARM ROAD 7.750 1,256.69 48
7.500 1,256.69 245,000.00
MARTINSVILLE NJ 08836 2 11/12/92 00
148668 05 04/01/96 0
148668 O 12/01/07
0
1491537 F45/F45 F 240,000.00 ZZ
JEBRAN ANTOINE 180 207,176.60 1
8314 FOURTH AVENUE 7.500 2,224.83 80
7.250 2,224.83 300,000.00
BROOKLYN NY 11209 1 12/29/92 00
152421 05 02/01/93 0
152421 O 01/01/08
0
1491541 F45/F45 F 121,888.98 ZZ
BEIGELMAN BARRY 146 120,805.38 1
2262 ARTHUR STREET 6.750 1,225.91 43
6.500 1,225.91 290,000.00
MERRICK NY 11566 1 04/20/93 00
159434 05 04/01/96 0
159434 O 05/01/08
0
1491543 F45/F45 F 460,000.00 ZZ
PENNETTA VICTOR 180 410,955.16 1
1 PENNA COURT 7.500 4,264.26 80
7.250 4,264.26 575,000.00
FLORHAM PARK NJ 07932 2 07/30/93 00
167486 01 10/01/93 0
167486 O 09/01/08
0
1491545 F45/F45 F 397,500.00 T
CARNEY ROBERT A 180 292,638.38 1
670 BAY AVENUE UNIT 7 8.500 3,914.34 75
8.250 3,914.34 530,000.00
SOMERS POINT NJ 08244 1 04/03/92 00
24786 01 06/01/92 0
24786 O 05/01/07
0
1
1491546 F45/F45 F 850,000.00 ZZ
TROCKI IRA M 180 775,258.41 1
8201 BAYSHORE DRIVE WEST 7.125 7,699.56 70
6.875 7,699.56 1,225,000.00
MARGATE NJ 08402 2 02/16/94 00
354779 05 04/01/94 0
354779 O 03/01/09
0
1491547 F45/F45 F 120,000.00 ZZ
LOUIE EDDIE 180 98,809.19 82
151 EAST 83RD ST 7.250 1,095.44 50
7.000 1,095.44 244,000.00
NEW YORK NY 10028 5 01/01/94 00
355156 12 03/01/94 0
355156 O 02/01/09
0
1491548 F45/F45 F 300,000.00 ZZ
MULLOY JOHN 180 268,120.29 1
21 CAROLINE LANE 6.625 2,633.98 75
6.375 2,633.98 400,000.00
OCEAN CITY NJ 08226 5 01/25/94 00
356048 05 03/01/94 0
356048 O 02/01/09
0
1491549 F45/F45 F 250,000.00 ZZ
SHAFTAN GERALD 180 223,058.66 154
60 GRAMERCY PARK NORTH APT 11A 6.625 2,194.98 30
6.375 2,194.98 850,000.00
NEW YORK NY 10010 2 02/18/94 00
360107 13 04/01/94 0
360107 O 03/01/09
0
1491550 F45/F45 F 100,000.00 ZZ
ALESSI VINCENT 180 91,036.57 1
757 BOULEVARD UNIT C2 7.000 898.83 75
6.750 898.83 133,500.00
BAYONNE NJ 07002 2 04/18/94 00
367540 01 06/01/94 0
367540 O 05/01/09
0
1491551 F45/F45 F 227,000.00 ZZ
GRIMWOOD HOWARD 180 208,909.73 1
1
667 CASE ROAD 6.625 1,993.05 80
6.375 1,993.05 287,000.00
NESHANIC STATIO NJ 08853 2 04/29/94 00
368480 05 07/01/94 0
368480 O 06/01/09
0
1491552 F45/F45 F 225,000.00 ZZ
KIMMELMAN ALAN 180 207,917.05 1
25 PEMBROKE TERRACE 7.250 2,053.94 75
7.000 2,053.94 300,000.00
BELLE MEAD NJ 08502 5 05/16/94 00
369389 05 07/01/94 0
369389 O 06/01/09
0
1491553 F45/F45 F 220,000.00 ZZ
CALLEGARI ALFRED J 180 204,989.23 1
9 WALWORTH AVENUE 8.000 2,102.43 31
7.750 2,102.43 710,000.00
SCARSDALE NY 10583 2 06/09/94 00
371336 05 08/01/94 0
371336 O 07/01/09
0
1491554 F45/F45 F 460,000.00 ZZ
AKELMAN EDWARD 180 426,695.97 1
3 HOLLY LANE 7.250 4,199.17 74
7.000 4,199.17 625,000.00
BARRINGTON RI 02806 2 06/15/94 00
371617 05 08/01/94 0
371617 O 07/01/09
0
1491555 F45/F45 F 225,000.00 ZZ
KHULLAR BHARAT B 180 209,184.15 1
403 SOUTH SEAVIEW AVENUE 7.625 2,101.79 75
7.375 2,101.79 300,000.00
GALLOWAY TWNSHI NJ 08201 1 06/17/94 00
372136 05 08/01/94 0
372136 O 07/01/09
0
1491556 F45/F45 F 260,800.00 ZZ
NELSON JEFF V 180 243,355.15 1
433 8TH STREET 8.250 2,530.13 69
8.000 2,530.13 380,000.00
BROOKLYN NY 11215 1 06/24/94 00
372532 05 08/01/94 0
1
372532 O 07/01/09
0
1491557 F45/F45 F 280,000.00 ZZ
LEBOVITCH HERMAN 180 250,770.28 1
425 MAYFAIR DRIVE SOUTH 7.500 2,595.63 77
7.250 2,595.63 365,000.00
BROOKLYN NY 11234 1 07/19/94 00
374967 05 09/01/94 0
374967 O 08/01/09
0
1491558 F45/F45 F 203,000.00 ZZ
HUGHES GARY E 180 189,784.52 625
400 EAST 56TH ST APT 40P 8.000 1,939.97 49
7.750 1,939.97 420,000.00
NEW YORK NY 10022 1 07/20/94 00
375139 12 09/01/94 0
375139 O 08/01/09
0
1491559 F45/F45 F 420,000.00 ZZ
MISHRICK ABDALLAHNS 180 394,124.54 1
73 FIRST STREET 8.000 4,013.74 67
7.750 4,013.74 630,000.00
GARDEN CITY NY 11530 1 08/02/94 00
379677 05 10/01/94 0
379677 O 09/01/09
0
1491560 F45/F45 F 315,000.00 ZZ
HERMAN JOSEPH C 180 296,552.17 1
10 SERPENTINE DRIVE 8.625 3,125.05 89
8.375 3,125.05 355,000.00
MIDDLETOWN NJ 07732 1 08/30/94 01
381822 05 10/01/94 20
381822 O 09/01/09
0
1491561 F45/F45 F 287,700.00 ZZ
AHMAD MEHMOOD 180 259,918.06 1
4 DOGWOOD LANE 6.875 2,565.87 62
6.625 2,565.87 465,000.00
BOONTON TWNSHIP NJ 07005 2 12/14/93 00
383778 05 02/01/94 0
383778 O 01/01/09
0
1
1491562 F45/F45 F 347,000.00 ZZ
ANDERSON JON C 168 304,916.83 1
496 WEYMOUTH DRIVE 6.750 3,198.28 61
6.500 3,198.28 575,000.00
WYCKOFF NJ 07481 2 09/01/93 00
384362 05 11/01/93 0
384362 O 10/01/07
0
1491563 F45/F45 F 268,000.00 ZZ
BERKOWITZ IRWIN H 180 241,401.37 1
75 OLD STONE CHURCH ROAD 6.750 2,371.56 58
6.500 2,371.56 469,000.00
UPPER SADDLE RI NJ 07458 5 12/16/93 00
387068 05 02/01/94 0
387068 O 01/01/09
0
1491564 F45/F45 F 350,000.00 ZZ
BERLET EMILE J 180 310,917.00 1
12 ARROWHEAD COURT 6.875 3,121.50 67
6.625 3,121.50 525,000.00
RAMSEY NJ 07446 2 08/05/93 00
387100 05 10/01/93 0
387100 O 09/01/08
0
1491565 F45/F45 F 295,000.00 ZZ
BRACKETT CHRISTOPHR 180 271,490.51 1
CRESCENT AVENUE 6.625 2,590.09 56
6.375 2,590.09 534,000.00
MAHWAH NJ 07430 2 05/05/94 00
388280 05 07/01/94 0
388280 O 06/01/09
0
1491566 F45/F45 F 216,000.00 ZZ
COSTA MAX 180 195,141.77 1
207 EAST CRESCENT AVENUE 6.875 1,926.41 80
6.625 1,926.41 270,000.00
RAMSEY NJ 07446 2 12/03/93 00
393082 05 02/01/94 0
393082 O 01/01/09
0
1491568 F45/F45 F 224,000.00 ZZ
DOTTO MYLES E 180 203,202.79 1
633 BALDWIN DRIVE 6.875 1,997.76 55
6.625 1,997.76 410,000.00
1
RIVER VALE NJ 07675 2 01/19/94 00
396416 05 03/01/94 0
396416 O 02/01/09
0
1491569 F45/F45 F 240,000.00 ZZ
DYRSTEN THOMAS H 180 214,589.28 1
56 THUNDERBIRD DRIVE 7.125 2,174.00 72
6.875 2,174.00 335,000.00
OAKLAND NJ 07436 2 09/23/93 00
396952 05 11/01/93 0
396952 O 10/01/08
0
1491570 F45/F45 F 266,000.00 ZZ
ENGLEHARDT ALLAN 180 235,391.95 1
2 THORNWOOD COURT 7.375 2,447.00 76
7.125 2,447.00 350,000.00
HARRIMAN NY 10926 2 06/10/93 00
397562 05 08/01/93 0
397562 O 07/01/08
0
1491571 F45/F45 F 243,000.00 ZZ
FOX GARY 180 220,224.57 1
854 SHADOWLAWN DRIVE 6.750 2,150.34 74
6.500 2,150.34 330,000.00
WESTFIELD NJ 07090 2 01/11/94 00
399659 05 03/01/94 0
399659 O 02/01/09
0
1491572 F45/F45 F 240,000.00 ZZ
FREDERICKS BARRY I 180 217,505.83 1
93 WINDING WAY 6.750 2,123.79 56
6.500 2,123.79 429,000.00
WOODCLIFF LAKE NJ 07675 2 01/19/94 00
399915 05 03/01/94 0
399915 O 02/01/09
0
1491573 F45/F45 F 318,750.00 ZZ
GANCHI AMIR 180 290,872.22 1
32 BODIE ROAD 7.125 2,887.34 75
6.875 2,887.34 425,000.00
WAYNE NJ 07470 5 02/15/94 00
400762 05 04/01/94 0
400762 O 03/01/09
0
1
1491574 F45/F45 F 269,500.00 ZZ
GROOM ARTHUR P 180 248,837.99 1
132 AVONDALE ROAD 7.125 2,441.22 65
6.875 2,441.22 415,000.00
RIDGEWOOD NJ 07450 2 05/23/94 00
403113 05 07/01/94 0
403113 O 06/01/09
0
1491575 F45/F45 F 500,000.00 ZZ
HAMMER CHARLES 180 452,247.63 1
7 COUNTRY CLUB WAY 6.500 4,355.54 69
6.250 4,355.54 730,000.00
DEMAREST NJ 07627 1 01/07/94 00
403816 05 03/01/94 0
403816 O 02/01/09
0
1491576 F45/F45 F 215,000.00 ZZ
HENDERSON MICHAEL R 180 184,226.38 1
8 ROBERTS DRIVE 7.250 1,962.66 24
7.000 1,962.66 925,000.00
MOUNTAIN LAKES NJ 07046 2 11/02/92 00
404681 05 01/01/93 0
404681 O 12/01/07
0
1491577 F45/F45 F 314,000.00 ZZ
HERSHMAN JERALD B 144 275,420.87 1
150 EAST ORCHARD STREET 6.500 3,146.04 58
6.250 3,146.04 550,000.00
ALLENDALE NJ 07401 2 03/02/94 00
404871 05 05/01/94 0
404871 O 04/01/06
0
1491578 F45/F45 F 65,000.00 ZZ
HUTCHINSON DAVID D 180 57,539.90 1
24 HENNESSEY PLACE 6.500 566.22 60
6.250 566.22 109,000.00
IRVINGTON NJ 07111 2 08/30/93 00
406249 05 10/01/93 0
406249 O 09/01/08
0
1491579 F45/F45 F 98,000.00 ZZ
KEELEY DONALD T 180 83,505.21 1
1
956 BARNES DRIVE 7.250 894.61 38
7.000 894.61 261,500.00
RIDGEWOOD NJ 07450 2 11/13/92 00
408310 05 01/01/93 0
408310 O 12/01/07
0
1491580 F45/F45 F 320,000.00 ZZ
KOCH ERIC G 180 290,007.76 1
11 STURBRIDGE DRIVE 6.750 2,831.72 64
6.500 2,831.72 506,000.00
UPPER SADDLE RI NJ 07458 2 01/20/94 00
409391 05 03/01/94 0
409391 O 02/01/09
0
1491581 F45/F45 F 350,000.00 ZZ
KUIKEN CONRAD J 180 283,224.44 2
6509 BAYVIEW AVENUE 6.875 3,121.50 64
6.625 3,121.50 550,000.00
BRANT BEACH NJ 08008 1 03/25/93 00
410134 05 05/01/93 0
410134 O 04/01/08
0
1491582 F45/F45 F 246,000.00 ZZ
LA GUARDIA VINCENT M 180 227,744.69 1
44 BROOKSIDE TERRACE 8.125 2,368.70 75
7.875 2,368.70 328,000.00
NORTH HALEDON NJ 07508 2 04/26/94 00
410613 05 06/01/94 0
410613 O 05/01/09
0
1491583 F45/F45 F 250,000.00 ZZ
LA VIANO ROBERT C 180 222,533.99 1
59 WOODCLIFF LAKE ROAD 6.625 2,194.99 40
6.375 2,194.99 630,000.00
SADDLE RIVER NJ 07458 5 09/07/93 00
411249 05 11/01/93 0
411249 O 10/01/08
0
1491585 F45/F45 F 220,000.00 ZZ
LUBELL MICHAEL 180 200,758.87 1
43 TIMBERLANE ROAD 7.125 1,992.83 58
6.875 1,992.83 380,000.00
UPPER SADDLE RI NJ 07458 2 02/03/94 00
412825 05 04/01/94 0
1
412825 O 03/01/09
0
1491586 F45/F45 F 300,000.00 ZZ
MASUCCI ROBERT A 180 262,640.35 1
1907 OCEAN AVENUE 6.875 2,675.57 47
6.625 2,675.57 650,000.00
SPRING LAKE NJ 07762 5 05/14/93 00
414722 05 07/01/93 0
414722 O 06/01/08
0
1491588 F45/F45 F 277,500.00 ZZ
MCNEER LINDA S 180 248,609.84 1
177 LAKE DRIVE 6.375 2,398.30 75
6.125 2,398.30 370,000.00
MOUNTAIN LAKES NJ 07046 5 11/23/93 00
415851 05 01/01/94 0
415851 O 12/01/08
0
1491591 F45/F45 F 275,000.00 ZZ
NEWMAN MARK S 180 247,432.46 1
191 CAMPBELL ROAD 6.375 2,376.69 22
6.125 2,376.69 1,300,000.00
FAR HILLS NJ 07931 2 12/06/93 00
419093 05 02/01/94 0
419093 O 01/01/09
0
1491592 F45/F45 F 250,000.00 T
PENDERGAST NORBERT R 180 216,411.52 1
127 E LOUISIANA AVENUE 7.750 2,353.19 41
7.500 2,353.19 610,000.00
BEACH HAVEN POR NJ 08008 2 12/14/92 00
421941 05 02/01/93 0
421941 O 01/01/08
0
1491593 F45/F45 F 250,000.00 ZZ
PIEGARI PASQUALE 180 223,192.62 1
432 GLENDALE ROAD 6.750 2,212.28 77
6.500 2,212.28 325,000.00
WYCKOFF NJ 07481 2 10/25/93 00
422485 05 12/01/93 0
422485 O 11/01/08
0
1
1491594 F45/F45 F 259,200.00 ZZ
PIKOVSKI VLAD 180 233,442.27 1
855 WESTWOOD AVENUE 7.000 2,329.77 80
6.750 2,329.77 324,000.00
RIVER VALE NJ 07675 2 11/29/93 00
422600 05 01/01/94 0
422600 O 12/01/08
0
1491595 F45/F45 F 403,000.00 ZZ
PISTO NICHOLAS D 180 365,583.71 1
12 DENISON DRIVE EAST 6.875 3,594.18 37
6.625 3,594.18 1,100,000.00
SADDLE RIVER NJ 07458 2 01/27/94 00
422782 05 03/01/94 0
422782 O 02/01/09
0
1491596 F45/F45 F 256,000.00 ZZ
POST WILLIAM R 180 212,243.55 1
24 METRO VISTA DRIVE 6.875 2,283.15 80
6.625 2,283.15 320,000.00
HAWTHORNE NJ 07506 1 06/29/93 00
423343 03 08/01/93 0
423343 O 07/01/08
0
1491597 F45/F45 F 281,000.00 ZZ
ROHDE RODGER 180 255,387.22 1
35 TOWNSEND ROAD 7.125 2,545.86 56
6.875 2,545.86 505,000.00
WANAQUE NJ 07465 2 01/14/94 00
425884 05 03/01/94 0
425884 O 02/01/09
0
1491598 F45/F45 F 285,000.00 ZZ
ROHLMAN THOMAS R 180 246,942.77 1
23 STANDISH COURT 6.875 2,541.79 75
6.625 2,541.79 380,000.00
TENAFLY NJ 07670 2 11/10/93 00
425892 05 01/01/94 0
425892 O 12/01/08
0
1491599 F45/F45 F 250,000.00 ZZ
ROSE TIMOTHY P 180 227,404.29 1
15 METRO VISTA DRIVE 7.125 2,264.58 87
6.875 2,264.58 290,000.00
1
HAWTHORNE NJ 07506 2 02/15/94 10
426114 03 04/01/94 17
426114 O 03/01/09
0
1491600 F45/F45 F 200,000.00 ZZ
SELIGMAN MORTON J 180 167,673.05 1
162 FOX HOLLOW ROAD 7.750 1,882.56 50
7.500 1,882.56 400,000.00
WYCKOFF NJ 07481 5 05/13/92 00
428888 05 07/01/92 0
428888 O 06/01/07
0
1491602 F45/F45 F 488,000.00 ZZ
TAURO JOSEPH C 180 436,809.99 1
747 BAY DRIVE 7.250 4,454.78 80
7.000 4,454.78 610,000.00
BRICK NJ 08723 2 09/24/93 00
432831 05 11/01/93 0
432831 O 10/01/08
0
1491603 F45/F45 F 140,000.00 ZZ
THOMSEN BARBARA 180 126,143.14 1
538 WHITE AVENUE 7.000 1,258.36 70
6.750 1,258.36 200,000.00
NORTHVALE NJ 07647 5 04/21/94 00
433441 05 06/01/94 0
433441 O 05/01/09
0
1491604 F45/F45 F 250,000.00 ZZ
TOOLE JAMES E 180 222,951.09 1
32 FARLEY PLACE 7.375 2,299.81 67
7.125 2,299.81 375,000.00
ALLENDALE NJ 07401 2 08/02/93 00
433797 05 10/01/93 0
433797 O 09/01/08
0
1491605 F45/F45 F 388,000.00 ZZ
TRAVA BRIAN P 180 362,990.26 1
844 HIGH MOUNTAIN ROAD 8.250 3,764.15 80
8.000 3,764.15 485,000.00
FRANKLIN LAKES NJ 07417 1 07/20/94 00
434043 05 09/01/94 0
434043 O 08/01/09
0
1
1491606 F45/F45 F 250,000.00 ZZ
TREANOR JAMES 180 226,788.92 1
238 WAYFAIR CIRCLE 6.875 2,229.64 55
6.625 2,229.64 457,000.00
FRANKLIN LAKES NJ 07417 2 01/04/94 00
434092 05 03/01/94 0
434092 O 02/01/09
0
1491608 F45/F45 F 300,000.00 ZZ
TUMINO JOHN 180 277,443.78 1
47 WEST WILDWOOD ROAD 7.375 2,759.78 27
7.125 2,759.78 1,150,000.00
SADDLE RIVER NJ 07458 5 05/02/94 00
434399 05 07/01/94 0
434399 O 06/01/09
0
1491610 F45/F45 F 480,000.00 ZZ
GREENWALD STEVEN 180 478,469.10 1
29 FROG ROCK ROAD 6.875 4,280.90 40
6.625 4,280.90 1,200,000.00
ARMONK NY 10504 1 03/22/96 00
469577 05 05/01/96 0
469577 O 04/01/11
0
1491611 F45/F45 F 236,000.00 ZZ
WINANS W S 180 223,778.32 1
RR 1 BOX 313 BEACON LIGHT RD 8.750 2,358.70 80
8.500 2,358.70 295,000.00
CALIFON NJ 07830 2 10/07/94 00
469783 05 12/01/94 0
469783 O 11/01/09
0
1491612 F45/F45 F 282,000.00 ZZ
ABRASH RICHARD 180 266,310.87 1
2 CLUB DRIVE NORTH 7.875 2,674.63 77
7.625 2,674.63 370,000.00
JERICHO NY 11753 2 10/13/94 00
470187 01 12/01/94 0
470187 O 11/01/09
0
1491613 F45/F45 F 300,000.00 ZZ
KENNEDY JR JOHN C 180 283,309.48 1
1
106 BRISCOE ROAD 7.875 2,845.35 59
7.625 2,845.35 510,000.00
NEW CANAAN CT 06847 1 10/14/94 00
470351 05 12/01/94 0
470351 O 11/01/09
0
1491614 F45/F45 F 240,000.00 ZZ
BLESSINGER LAWRENCE 180 186,622.10 1
26 NASSAU BOULEVARD 8.375 2,345.82 75
8.125 2,345.82 322,000.00
GARDEN CITY NY 11530 1 10/01/94 00
471011 05 12/01/94 0
471011 O 11/01/09
0
1491615 F45/F45 F 300,000.00 ZZ
NICHOLSON CAROLINE M 180 289,431.27 1
324 BAY DRIVE 8.250 2,910.42 50
8.000 2,910.42 600,000.00
MASSAPEQUA NY 11758 1 04/13/95 00
485417 05 06/01/95 0
485417 O 05/01/10
0
1491616 F45/F45 F 100,000.00 ZZ
DE OLIVEIRA FIRMINO G 180 96,402.17 2
52 DEVON STREET 8.000 955.65 56
7.750 955.65 180,000.00
NORTH ARLINGTON NJ 07032 1 04/13/95 00
485433 05 06/01/95 0
485433 O 05/01/10
0
1491617 F45/F45 F 355,000.00 T
MASTRANGELO MICHAEL A 180 343,012.86 1
173 62ND STREET 8.750 3,548.04 51
8.500 3,548.04 705,000.00
AVALON NJ 08202 1 04/01/95 00
485482 05 06/01/95 0
485482 O 05/01/10
0
1491618 F45/F45 F 650,000.00 ZZ
CROTTY JOHN G 180 626,858.55 1
3 MAGNOLIA PLACE 8.125 6,258.73 46
7.875 6,258.73 1,425,000.00
RYE NY 10580 1 04/14/95 00
485615 05 06/01/95 0
1
485615 O 05/01/10
0
1491619 F45/F45 F 250,000.00 ZZ
HASSANIEN MOHAMED 180 241,376.99 1
3 WINSTON COURT 8.500 2,461.85 59
8.250 2,461.85 426,500.00
DIX HILLS NY 11746 1 04/19/95 00
486134 05 06/01/95 0
486134 O 05/01/10
0
1491620 F45/F45 F 90,000.00 ZZ
PLOTTS BRYAN 180 86,588.57 2
420 FOURTEENTH AVENUE 7.375 827.93 68
7.125 827.93 134,000.00
BELMAR NJ 07719 1 04/12/95 00
486308 05 06/01/95 0
486308 O 05/01/10
0
1491621 F45/F45 F 300,000.00 ZZ
WENTWORTH NORMAN R 180 289,319.27 1
17 SANDPIPER COURT 8.125 2,888.65 80
7.875 2,888.65 375,000.00
WESTHAMPTON NY 11977 1 04/11/95 00
486399 05 06/01/95 0
486399 O 05/01/10
0
1491622 F45/F45 F 425,000.00 ZZ
RABOY ADLEY 180 402,656.66 1
55 ADLERS LANE 7.875 4,030.91 80
7.625 4,030.91 532,000.00
STATEN ISLAND NY 10307 1 11/01/94 00
486696 03 01/01/95 0
486696 O 12/01/09
0
1491623 F45/F45 F 216,000.00 ZZ
MILANKOVIC JOEY 180 204,688.23 1
19 NEWMARKET ROAD 7.875 2,048.65 78
7.625 2,048.65 278,000.00
SYOSSET NY 11791 1 11/28/94 00
489039 05 01/01/95 0
489039 O 12/01/09
0
1
1491624 F45/F45 F 300,000.00 ZZ
RIZZO THOMAS F 180 249,695.73 1
5 SENTRY COURT 8.000 2,866.96 78
7.750 2,866.96 385,000.00
HOLMDEL NJ 07733 1 05/04/92 00
491738 05 07/01/92 0
491738 O 06/01/07
0
1491625 F45/F45 F 270,000.00 ZZ
LENGER ELLIS S 180 228,348.59 1
62 INDEPENDENCE DRIVE 7.500 2,502.93 75
7.250 2,502.93 360,000.00
EAST BRUNSWICK NJ 08816 5 08/25/92 00
492470 05 10/01/92 0
492470 O 09/01/07
0
1491626 F45/F45 F 244,800.00 T
LENGER ELLIS S 180 197,937.34 1
231 OCEANA DRIVE 7.250 2,234.69 80
7.000 2,234.69 306,000.00
LOVELADIES NJ 08008 2 08/25/92 00
492488 05 10/01/92 0
492488 O 09/01/07
0
1491628 F45/F45 F 400,000.00 ZZ
GREEN STUART N 180 342,657.09 1
19 EVAN DRIVE 8.000 3,822.61 54
7.750 3,822.61 750,000.00
MORGANVILLE NJ 07751 5 09/23/92 00
492884 05 11/01/92 0
492884 O 10/01/07
0
1491629 F45/F45 F 249,900.00 ZZ
WEIL MARC L 180 213,172.16 1
32 HIGH RIDGE ROAD 7.625 2,334.39 79
7.375 2,334.39 320,000.00
OCEAN NJ 07712 2 10/09/92 00
493064 05 12/01/92 0
493064 O 11/01/07
0
1491630 F45/F45 F 222,400.00 ZZ
ROGERS THOMAS A 180 189,115.92 1
1170 COOPER ROAD 7.000 1,998.99 80
6.750 1,998.99 278,000.00
1
SCOTCH PLAINS NJ 07076 2 10/09/92 00
493072 05 12/01/92 0
493072 O 11/01/07
0
1491631 F45/F45 F 236,800.00 ZZ
COHEN ALAN 180 203,464.19 1
9 PAL DRIVE 7.875 2,245.93 80
7.625 2,245.93 296,000.00
WAYSIDE NJ 07712 2 10/22/92 00
493189 05 12/01/92 0
493189 O 11/01/07
0
1491632 F45/F45 F 286,000.00 ZZ
ENG KENNETH Y 180 243,559.47 1
27 CHESTNUT DRIVE 7.125 2,590.68 50
6.875 2,590.68 575,000.00
COLTS NECK NJ 07722 2 10/30/92 00
493254 05 12/01/92 0
493254 O 11/01/07
0
1491633 F45/F45 F 211,000.00 ZZ
FRISTENSKY WARREN C 180 180,234.58 1
1004 CHIMNEY RIDGE DRIVE 7.375 1,941.04 58
7.125 1,941.04 369,000.00
MOUNTAINSIDE NJ 07092 2 10/27/92 00
493288 05 12/01/92 0
493288 O 11/01/07
0
1491634 F45/F45 F 120,000.00 ZZ
SARLE III JOHN R 180 101,872.12 1
49 ROYAL DRIVE 7.000 1,078.59 39
6.750 1,078.59 311,000.00
BRICK NJ 08723 2 11/06/92 00
493494 05 01/01/93 0
493494 O 12/01/07
0
1491635 F45/F45 F 280,000.00 ZZ
REILLY,JR JAMES P 180 237,341.03 1
16 INLET TERRACE 7.000 2,516.71 67
6.750 2,516.71 420,000.00
BELMAR NJ 07719 2 11/01/92 00
493510 05 01/01/93 0
493510 O 12/01/07
0
1
1491636 F45/F45 F 250,000.00 ZZ
MONGNO EUGENE 120 180,437.01 1
1111 WYCHWOOD ROAD 7.125 2,918.84 46
6.875 2,918.84 546,000.00
WESTFIELD NJ 07090 2 12/07/92 00
493932 05 02/01/93 0
493932 O 01/01/03
0
1491637 F45/F45 F 250,000.00 ZZ
BARABAS GABOR 180 175,503.01 1
24 MUNCY DRIVE 7.750 2,353.19 57
7.500 2,353.19 445,000.00
WEST LONG BRANC NJ 07764 2 12/15/92 00
494005 05 02/01/93 0
494005 O 01/01/08
0
1491638 F45/F45 F 450,000.00 ZZ
MIU LOUIS 180 397,496.36 1
15 WHITE ROCK TERRACE 7.625 4,203.59 53
7.375 4,203.59 850,000.00
HOLMDEL NJ 07733 2 05/13/93 00
494138 05 07/01/93 0
494138 O 06/01/08
0
1491639 F45/F45 F 230,000.00 ZZ
DERSH DAVID A 180 198,174.24 1
27 LINBERGER DRIVE 8.000 2,198.00 77
7.750 2,198.00 300,000.00
TWNSH OF BRIDEW NJ 08876 2 12/18/92 00
494534 05 02/01/93 0
494534 O 01/01/08
0
1491640 F45/F45 F 249,990.00 ZZ
PENNER GARY J 180 215,865.32 1
4 MIRO CIRCLE 7.125 2,264.49 64
6.875 2,264.49 395,000.00
MARLBORO NJ 07746 1 01/20/93 00
494757 05 03/01/93 0
494757 O 02/01/08
0
1491641 F45/F45 F 300,000.00 ZZ
TELL ROBERT H 180 247,299.25 1
1
849 KNOLLWOOD TERRACE 6.625 2,633.99 73
6.375 2,633.99 416,000.00
WESTFIELD NJ 07090 5 05/27/93 00
495572 05 07/01/93 0
495572 O 06/01/08
0
1491643 F45/F45 F 506,250.00 ZZ
BRICKLEY JAMES A 180 431,098.14 1
110 RIDGE ROAD 6.875 4,515.02 75
6.625 4,515.02 675,000.00
RUMSON NJ 07760 2 05/06/93 00
495960 05 07/01/93 0
495960 O 06/01/08
0
1491644 F45/F45 F 70,000.00 ZZ
KENT ALLEN 180 58,179.42 1
58 VANDERVEER ROAD 6.500 609.78 46
6.250 609.78 154,000.00
FREEHOLD NJ 07728 2 05/06/93 00
496000 05 07/01/93 0
496000 O 06/01/08
0
1491645 F45/F45 F 60,000.00 ZZ
KEANE LOUIS M 180 52,708.39 1
603 COVINGTON TERRACE 6.625 526.80 43
6.375 526.80 142,000.00
MOORESTOWN NJ 08057 2 06/07/93 00
496315 05 08/01/93 0
496315 O 07/01/08
0
1491646 F45/F45 F 217,000.00 ZZ
HARRIS ANDREW C 180 192,030.11 1
7 WESTMINSTER DRIVE 7.375 1,996.24 53
7.125 1,996.24 415,000.00
COLTS NECK NJ 07722 2 06/04/93 00
496372 05 08/01/93 0
496372 O 07/01/08
0
1491647 F45/F45 F 340,000.00 ZZ
DEAN DENNIS R 120 203,740.96 1
8 TAYLORR LAKE COURT 7.500 4,035.87 74
7.250 4,035.87 465,000.00
MANALAPAN NJ 07726 2 06/08/93 00
496406 05 08/01/93 0
1
496406 O 07/01/03
0
1491648 F45/F45 F 215,000.00 ZZ
COHEN ANDREW 180 185,576.06 1
19 CAMBRIDGE COURT 7.625 2,008.38 80
7.375 2,008.38 272,000.00
MANALAPAN NJ 07726 2 06/24/93 00
496471 05 08/01/93 0
496471 O 07/01/08
0
1491649 F45/F45 F 140,000.00 ZZ
NISI ROBERT 180 122,677.30 1
10 DOGWOOD DRIVE 6.375 1,209.96 70
6.125 1,209.96 200,000.00
HOWELL NJ 07731 2 06/21/93 00
496703 05 08/01/93 0
496703 O 07/01/08
0
1491650 F45/F45 F 240,000.00 ZZ
JANOW GEORGE 180 206,510.77 1
17 ADDINGTON COURT 6.625 2,107.19 72
6.375 2,107.19 335,000.00
EAST BRUNSWICK NJ 08816 1 06/28/93 00
496927 05 08/01/93 0
496927 O 07/01/08
0
1491651 F45/F45 F 250,000.00 ZZ
LANGNER BRUCE 180 218,221.49 1
18 COUNTRY MEADOW DRIVE 6.875 2,229.64 33
6.625 2,229.64 780,000.00
COLTS NECK NJ 07722 1 04/28/93 00
497156 05 06/01/93 0
497156 O 05/01/08
0
1491652 F45/F45 F 247,500.00 ZZ
MODI SURESH 180 216,599.66 1
49 KNOBHILL ROAD 7.125 2,241.94 75
6.875 2,241.94 330,000.00
MORGANVILLE NJ 07751 2 04/13/93 00
497198 05 06/01/93 0
497198 O 05/01/08
0
1
1491653 F45/F45 F 398,000.00 ZZ
ROSSI STEWART 180 340,145.12 1
31 OAKES ROAD 7.375 3,661.30 38
7.125 3,661.30 1,050,000.00
RUMSON NJ 07760 2 06/07/93 00
497719 05 08/01/93 0
497719 O 07/01/08
0
1491654 F45/F45 F 340,000.00 ZZ
CRUZ JR EVARISTO 180 310,263.71 1
74 HICKORY LANE 7.125 3,079.83 74
6.875 3,079.83 460,000.00
MIDDLETOWN NJ 08838 5 02/16/94 00
497974 05 04/01/94 0
497974 O 03/01/09
0
1491655 F45/F45 F 250,000.00 ZZ
ADELSON RICHARD 180 227,732.50 1
22 BRUNS ROAD 7.000 2,247.08 56
6.750 2,247.08 450,000.00
OCEAN TOWNSHIP NJ 07711 1 04/15/94 00
498337 05 06/01/94 0
498337 O 05/01/09
0
1491656 F45/F45 F 275,000.00 ZZ
FEINSTEIN HOWARD 180 247,415.38 1
6 OLD SCOTS ROAD 6.875 2,452.60 74
6.625 2,452.60 375,000.00
MARLBORO NJ 07746 5 11/17/93 00
498550 05 01/01/94 0
498550 O 12/01/08
0
1491657 F45/F45 F 244,000.00 ZZ
FREIBAUM ROBERT M 180 216,167.34 1
14 WARREN STREET 6.750 2,159.18 47
6.500 2,159.18 525,000.00
RUMSON NJ 07760 2 11/29/93 00
498840 05 01/01/94 0
498840 O 12/01/08
0
1491658 F45/F45 F 295,000.00 ZZ
KININGHAM JOSEPH F 180 207,329.63 1
1261 RAHWAY ROAD 7.000 2,651.55 59
6.750 2,651.55 500,000.00
1
SCOTH PLAINS NJ 07076 2 12/08/93 00
499012 05 02/01/94 0
499012 O 01/01/09
0
1491659 F45/F45 F 531,000.00 ZZ
MARZIANO FREDRICK G 180 471,279.88 1
47 PAAG CIRCLE 7.000 4,772.78 43
6.750 4,772.78 1,245,000.00
LITTLE SILVER NJ 07739 2 11/10/93 00
499178 05 01/01/94 0
499178 O 12/01/08
0
1491660 F45/F45 F 280,000.00 ZZ
KIPNES MARVIN 180 232,534.48 1
14 TAYLOR LAKE COURT 6.750 2,477.75 58
6.500 2,477.75 486,000.00
MANALAPAN NJ 07726 2 10/28/93 00
499293 05 12/01/93 0
499293 O 11/01/08
0
1491661 F45/F45 F 246,000.00 ZZ
TORT JOSEPH R 180 221,092.78 1
17 PACKARD DRIVE 6.750 2,176.88 75
6.500 2,176.88 332,000.00
MIDDLETOWN NJ 07748 2 11/24/93 00
499400 05 01/01/94 0
499400 O 12/01/08
0
1491662 F45/F45 F 243,750.00 ZZ
BERRY JR BERNARD J 180 219,990.09 1
101 LINCOLN AVENUE 6.750 2,156.97 75
6.500 2,156.97 325,000.00
AVON BY THE SEA NJ 07717 5 12/03/93 00
499533 05 02/01/94 0
499533 O 01/01/09
0
1491663 F45/F45 F 262,500.00 ZZ
BROUSELL GARY 180 228,785.35 1
44 SEAVIEW AVENUE 6.875 2,341.12 75
6.625 2,341.12 350,000.00
MONMOUTH BEACH NJ 07750 2 03/09/94 00
499913 05 05/01/94 0
499913 O 04/01/09
0
1
1491664 F45/F45 F 288,750.00 ZZ
ARNOLD GEORGE W 180 260,866.80 1
3 CHARM COURT 6.875 2,575.23 75
6.625 2,575.23 385,000.00
HOLMDEL NJ 00773 5 12/15/93 00
500041 05 02/01/94 0
500041 O 01/01/09
0
1491665 F45/F45 F 295,000.00 ZZ
KATES ERIC H 168 263,237.00 1
900 LOVETT ROAD 6.875 2,739.18 78
6.625 2,739.18 380,000.00
COLTS NECK NJ 07722 2 12/27/93 00
500371 05 02/01/94 0
500371 O 01/01/08
0
1491666 F45/F45 F 350,000.00 T
LICHTENSTEIN DAVID 180 318,501.73 1
1096 H LONG BEACH BLVD 6.750 3,097.19 70
6.500 3,097.19 500,000.00
LONG BEACH NJ 08008 1 02/02/94 00
501148 05 04/01/94 0
501148 O 03/01/09
0
1491667 F45/F45 F 33,336.94 ZZ
HAY RICHARD W 90 21,977.63 1
20 LARK LANE 6.750 473.07 44
6.500 473.07 76,000.00
LAKEWOOD NJ 08723 1 05/03/93 00
505677 05 06/01/93 0
505677 O 11/01/00
0
1491668 F45/F45 F 298,091.74 ZZ
WOOLLEY JOHN A 118 201,451.43 1
103 WEST CENTENNIAL 8.625 3,755.66 52
8.375 3,755.66 579,000.00
MEDFORD NJ 08055 1 03/04/92 00
506196 05 04/01/92 0
506196 O 01/01/02
0
1491669 F45/F45 F 245,000.00 ZZ
KALMAN GEORGE 180 204,180.69 1
1
28 WEAVER DRIVE 8.750 2,448.65 56
8.500 2,448.65 445,000.00
MARTINSVILLE NJ 08836 2 04/27/92 00
510180 05 06/01/92 0
510180 O 05/01/07
0
1491671 F45/F45 F 239,388.22 ZZ
CLEAVELAND JOHN K 164 198,215.12 1
94 W RIVER ROAD 7.875 2,387.78 19
7.625 2,387.78 1,320,000.00
RUMSON NJ 07760 5 10/06/92 00
515999 05 11/01/92 0
515999 O 06/01/06
0
1491672 F45/F45 F 250,000.00 ZZ
CARTON PETER J 180 206,935.61 1
17 WIGWAM ROAD 7.875 2,371.12 26
7.625 2,371.12 975,000.00
LOCUST NJ 07760 5 02/04/92 00
516021 05 04/01/92 0
516021 O 03/01/07
0
1491673 F45/F45 F 243,750.00 ZZ
CALICDAN RAUL G 180 235,431.28 1
172-36 HIGHLAND AVENUE 8.625 2,418.20 75
8.375 2,418.20 325,000.00
JAMAICA NY 11432 5 04/19/95 00
519280 05 06/01/95 0
519280 O 05/01/10
0
1491674 F45/F45 F 266,250.00 ZZ
RICHMAN STEVEN 180 256,770.93 1
200 BROADVIEW AVENUE 8.125 2,563.67 73
7.875 2,563.67 365,000.00
NEW ROCHELLE NY 10804 1 04/20/95 00
519413 05 06/01/95 0
519413 O 05/01/10
0
1491675 F45/F45 F 355,000.00 ZZ
EHRLICH HAROLD W 180 342,361.22 1
5 LEA PLACE 8.125 3,418.23 55
7.875 3,418.23 655,000.00
RYE NY 10580 1 04/25/95 00
520015 05 06/01/95 0
1
520015 O 05/01/10
0
1491677 F45/F45 F 747,500.00 ZZ
MILITANA FRED A 180 713,259.32 1
SOUSA DRIVE 8.875 7,526.16 65
8.625 7,526.16 1,150,000.00
SANDS POINT NY 11050 1 12/15/94 00
522581 05 02/01/95 0
522581 O 01/01/10
0
1491678 F45/F45 F 210,000.00 T
SCHRODER MICHAEL T 180 196,718.38 1
91 BAYSIDE AVENUE 8.500 2,067.95 69
8.250 2,067.95 308,000.00
JAMESPORT NY 11947 1 01/03/95 00
524587 05 03/01/95 0
524587 O 02/01/10
0
1491679 F45/F45 F 564,000.00 ZZ
GRILLO ANTHONY J 180 555,560.20 1
25 MARY COURT 7.750 5,308.80 70
7.500 5,308.80 810,000.00
MELVILLE NY 11747 2 01/19/95 00
524702 05 01/01/96 0
524702 O 12/01/10
0
1491680 F45/F45 F 900,000.00 T
HILTZ WILLIAM O 180 862,388.74 1
118 LILY POND LANE 9.000 9,128.40 52
8.750 9,128.40 1,756,000.00
EAST HAMPTON NY 11937 1 01/10/95 00
525105 05 03/01/95 0
525105 O 02/01/10
0
1491681 F45/F45 F 462,000.00 ZZ
LIPP BRADY 180 450,346.35 1
16 CATHERINE PLACE AND MANOR L 7.250 4,217.43 80
7.000 4,217.43 580,000.00
KATONAH NY 10536 2 08/25/95 00
527309 05 10/01/95 0
527309 O 09/01/10
0
1
1491682 F45/F45 F 351,600.00 ZZ
SUGAVANAM RAGHURAM 180 335,944.44 1
15 CARTON ROAD 8.375 3,436.63 70
8.125 3,436.63 505,000.00
MORRIS NJ 07960 1 01/27/95 00
527655 05 03/01/95 0
527655 O 02/01/10
0
1491683 F45/F45 F 350,000.00 ZZ
BEHAR CAREN F 180 331,061.98 1
30 WOODLANDS ROAD 8.375 3,420.99 44
8.125 3,420.99 800,000.00
HARRISON NY 10528 1 01/31/95 00
528158 05 03/01/95 0
528158 O 02/01/10
0
1491684 F45/F45 F 344,000.00 ZZ
BEN-ZION AMIR 180 330,633.41 1
22 ANDREA LANE 9.000 3,489.08 79
8.750 3,489.08 440,000.00
SCARSDALE NY 10583 1 02/01/95 00
528430 05 04/01/95 0
528430 O 03/01/10
0
1491685 F45/F45 F 350,000.00 ZZ
ASSOULIN MEYER 180 329,352.38 1
16 GREENBRIAR ROAD 8.375 3,420.99 78
8.125 3,420.99 450,000.00
OCEAN TWP. NJ 07755 2 02/06/95 00
529123 05 04/01/95 0
529123 O 03/01/10
0
1491686 F45/F45 F 340,000.00 ZZ
BLANEY PAUL M 180 321,992.82 1
2 OVERLOOK ROAD 8.875 3,423.27 72
8.625 3,423.27 475,000.00
BROOKHAVEN NY 11719 1 03/10/95 00
532036 05 05/01/95 0
532036 O 04/01/10
0
1491687 F45/F45 F 250,000.00 ZZ
SPERLING ROBERT J 180 240,821.09 1
52 BROWER AVENUE 8.750 2,498.62 68
8.500 2,498.62 370,000.00
1
WOODMERE NY 11598 5 03/01/95 00
532051 05 05/01/95 0
532051 O 04/01/10
0
1491688 F45/F45 F 212,000.00 T
GREENLY MICHAEL S 180 204,298.39 1
920 CEDAR BIRCH LANE 8.875 2,134.51 80
8.625 2,134.51 265,000.00
ORIENT NY 11957 1 03/10/95 00
532143 05 05/01/95 0
532143 O 04/01/10
0
1491690 F45/F45 F 210,000.00 ZZ
SMUTEK RICHARD J 180 193,800.35 1
1 ENFIELD CIRCLE 7.750 1,976.68 65
7.500 1,976.68 327,000.00
CRANBURY NJ 08512 1 03/28/95 00
534347 05 05/01/95 0
534347 O 04/01/10
0
1491691 F45/F45 F 40,000.00 ZZ
GEROFSKY DANIEL 180 38,468.04 675
144-34 VILLAGE RD APT 68B 8.250 388.06 50
8.000 388.06 80,000.00
KEW GARDENS NY 11435 1 03/01/95 00
534404 13 05/01/95 0
534404 O 04/01/10
0
1491693 F45/F45 F 237,000.00 ZZ
REED ROBERT B 180 229,453.50 1
164 LOCKTOWN SERGEANTSVILLE RD 8.375 2,316.50 73
8.125 2,316.50 329,000.00
DELAWARE NJ 08559 1 05/01/95 00
637447 05 07/01/95 0
637447 O 06/01/10
0
1491695 F45/F45 F 292,000.00 ZZ
PASSINI ADRIANA 180 283,080.79 1
84 64 AVON STREET 9.000 2,961.66 80
8.750 2,961.66 365,000.00
JAMACIA ESTATES NY 11400 1 05/05/95 00
637959 05 07/01/95 0
637959 O 06/01/10
0
1
1491696 F45/F45 F 350,000.00 ZZ
HARRISON SCOTT 180 339,206.35 1
32 OLD MILL ROAD 8.750 3,498.07 61
8.500 3,498.07 575,000.00
HARRISON NY 10604 1 05/08/95 00
638353 05 07/01/95 0
638353 O 06/01/10
0
1491697 F45/F45 F 400,000.00 ZZ
WEISSNER DAVID W 180 387,127.41 1
6 SHANNON DRIVE 8.250 3,880.56 64
8.000 3,880.56 626,000.00
WOODBURY NY 11797 1 05/09/95 00
638593 05 07/01/95 0
638593 O 06/01/10
0
1491698 F45/F45 F 600,000.00 ZZ
BURKLAND SKOTT B 180 580,069.37 1
8 RANNEY HILL ROAD 7.875 5,690.70 60
7.625 5,690.70 1,000,000.00
MORRIS TOWNSHIP NJ 07960 2 05/01/95 00
638759 05 07/01/95 0
638759 O 06/01/10
0
1491699 F45/F45 F 880,000.00 ZZ
ROMOFF ADAM J 180 858,267.36 1
12 PHILIPS LANE 7.500 8,157.71 72
7.250 8,157.71 1,230,000.00
RYE NY 10580 2 08/01/95 00
639088 05 10/01/95 0
639088 O 09/01/10
0
1491703 F45/F45 F 284,650.00 ZZ
KANE HOWARD J 180 275,586.33 64
161 WEST 15TH STREET 8.375 2,782.24 80
8.125 2,782.24 356,100.00
NEW YORK NY 10011 1 05/17/95 00
640086 12 07/01/95 0
640086 O 06/01/10
0
1491705 F45/F45 F 127,000.00 ZZ
EDELMAN ROCHELLE M 180 122,825.56 1
1
138 CASTLE RIDGE DRIVE 8.000 1,213.68 62
7.750 1,213.68 206,000.00
EAST HANOVER NJ 07936 1 05/19/95 00
640326 01 07/01/95 0
640326 O 06/01/10
0
1491706 F45/F45 F 100,000.00 ZZ
LOMBARDI JUDY 180 96,471.73 263
201 EAST 21ST ST 8.250 970.14 68
8.000 970.14 148,000.00
NEW YORK NY 10010 1 05/23/95 00
640920 11 07/01/95 0
640920 O 06/01/10
0
1491707 F45/F45 F 35,000.00 ZZ
DAVIS WILLIAM F 180 33,837.36 2
35-37 SOUTH STREET 7.875 331.96 20
7.625 331.96 175,000.00
OYSTER BAY NY 11771 5 05/22/95 00
641084 05 07/01/95 0
641084 O 06/01/10
0
1491708 F45/F45 F 300,000.00 T
LIBERMAN MICHAEL 180 289,608.37 1
403 OAK GROVE ROAD 7.375 2,759.77 74
7.125 2,759.77 409,000.00
BERN (READING) PA 19601 1 05/23/95 00
641373 05 07/01/95 0
641373 O 06/01/10
0
1491709 F45/F45 F 213,750.00 ZZ
ZHONG MINGYI 180 199,498.61 1
81 HICKORY KINGDOM ROAD 8.500 2,104.88 68
8.250 2,104.88 315,000.00
BEDFORD NY 10506 1 05/24/95 00
641571 05 07/01/95 0
641571 O 06/01/10
0
1491710 F45/F45 F 330,000.00 ZZ
AZIZ RAMIN 180 319,492.20 1
14 ELLARD AVENUE 8.375 3,225.51 75
8.125 3,225.51 440,000.00
GREAT NECK NY 11024 1 05/26/95 00
642165 05 07/01/95 0
1
642165 O 06/01/10
0
1491711 F45/F45 F 378,000.00 ZZ
LIPTON EWA 180 366,979.54 1
80 NEPTUNE AVENUE 8.250 3,667.13 89
8.000 3,667.13 426,000.00
WOODMERE NY 11590 1 06/05/95 10
644351 05 08/01/95 12
644351 O 07/01/10
0
1491712 F45/F45 F 400,000.00 ZZ
RUBENSTEIN ERIC 180 387,832.90 1
ORCHARD LANE 7.750 3,765.10 62
7.500 3,765.10 655,000.00
MUTTONTOWN NY 11771 1 06/08/95 00
644666 05 08/01/95 0
644666 O 07/01/10
0
1491713 F45/F45 F 236,000.00 ZZ
AHARONI GABRIEL 180 227,070.93 1
15 WEST TERRACE ROAD 8.250 2,289.53 69
8.000 2,289.53 345,000.00
GREAT NECK NY 11021 1 06/08/95 00
644815 05 08/01/95 0
644815 O 07/01/10
0
1491714 F45/F45 F 400,000.00 ZZ
DIEHL RICHARD 180 330,060.26 1
250 CROTON FALLS ROAD 8.000 3,822.61 54
7.750 3,822.61 750,000.00
MAHOPAC NY 10541 5 01/06/92 00
64501 05 03/01/92 0
64501 O 02/01/07
0
1491715 F45/F45 F 280,000.00 ZZ
BERMAN DEAN 180 255,608.95 1
1962 CYNTHIA LANE 6.625 2,458.38 70
6.375 2,458.38 400,000.00
MERRICK NY 11566 1 03/02/94 00
64725 05 05/01/94 0
64725 O 04/01/09
0
1
1491716 F45/F45 F 435,000.00 ZZ
FUSELIER LINDA M 180 421,200.63 1
601 QUEEN STREET 7.250 3,970.96 55
7.000 3,970.96 805,000.00
ALEXANDRIA VA 22314 1 06/22/95 00
647354 05 08/01/95 0
647354 O 07/01/10
0
1491717 F45/F45 F 230,000.00 ZZ
WICKS ELLIOT K 180 222,472.35 1
11411 GREAT MEADOW DRIVE 6.875 2,051.27 74
6.625 2,051.27 312,000.00
RESTON VA 22091 2 06/26/95 00
647495 03 08/01/95 0
647495 O 07/01/10
0
1491718 F45/F45 F 391,000.00 ZZ
CREEMER LAURENCE 180 379,987.10 1
322 GREENHILL STREET 7.375 3,596.90 54
7.125 3,596.90 730,000.00
GREAT FALLS VA 22066 2 07/25/95 00
648071 05 09/01/95 0
648071 O 08/01/10
0
1491719 F45/F45 F 600,000.00 ZZ
KIPPUR STEPHEN A 180 582,131.38 24
37 RIVERSIDE DRIVE APT 4A 8.000 5,733.91 66
7.750 5,733.91 915,000.00
NEW YORK NY 10023 1 06/12/95 00
655258 13 08/01/95 0
655258 O 07/01/10
0
1491720 F45/F45 F 80,000.00 ZZ
KEIM CHRISTOPHN 180 77,408.76 1
1257 EDGEMERE AVENUE 7.000 719.06 60
6.750 719.06 135,000.00
FORKED RIVER NJ 08731 1 06/12/95 00
655563 05 08/01/95 0
655563 O 07/01/10
0
1491721 F45/F45 F 113,000.00 ZZ
GARITO ARLENE G 180 107,454.11 1
28 HOLLAND ROAD 7.500 1,047.52 38
7.250 1,047.52 300,000.00
1
COLTS NECK NJ 07722 2 06/13/95 00
655878 05 08/01/95 0
655878 O 07/01/10
0
1491722 F45/F45 F 350,000.00 ZZ
FONSECA SARA 180 338,572.19 1
621 CHESTER AVENUE 7.125 3,170.41 73
6.875 3,170.41 480,000.00
MOORESTOWN NJ 08057 1 06/16/95 00
656769 05 08/01/95 0
656769 O 07/01/10
0
1491723 F45/F45 F 216,000.00 ZZ
BRAGDON CLIFFORD R 180 209,360.14 1
23 SHORE ROAD 7.625 2,017.72 80
7.375 2,017.72 270,000.00
REMSENBURG NY 11960 1 06/26/95 00
657684 05 08/01/95 0
657684 O 07/01/10
0
1491724 F45/F45 F 405,000.00 ZZ
COHEN NISSAN 180 392,810.26 1
5 BAYSIDE DRIVE 7.875 3,841.22 60
7.625 3,841.22 680,000.00
GREAT NECK NY 11023 5 06/26/95 00
657791 05 08/01/95 0
657791 O 07/01/10
0
1491726 F45/F45 F 270,000.00 ZZ
RABANIPOUR HERSEL 180 261,873.56 1
18 SOUTHGATE ROAD 7.875 2,560.81 70
7.625 2,560.81 390,000.00
GREAT NECK NY 11021 1 06/27/95 00
657940 05 08/01/95 0
657940 O 07/01/10
0
1491727 F45/F45 F 250,000.00 ZZ
BISACCO JOHN F 180 242,233.76 1
7 BARNES LANE 7.500 2,317.53 62
7.250 2,317.53 405,000.00
GARDEN CITY NY 11530 1 06/21/95 00
658286 05 08/01/95 0
658286 O 07/01/10
0
1
1491728 F45/F45 F 292,000.00 ZZ
BERK SANFORD 180 280,652.25 1
101 MUNSON ROAD 7.250 2,665.56 73
7.000 2,665.56 401,000.00
PLEASANTVILLE NY 10570 2 06/28/95 00
660399 05 09/01/95 0
660399 O 08/01/10
0
1491729 F45/F45 F 136,800.00 ZZ
SCOLNIK HERBERT 180 132,550.33 315
444 EAST 86TH ST APT 16H 7.500 1,268.15 74
7.250 1,268.15 186,000.00
NEW YORK NY 10028 1 06/29/95 00
660886 12 08/01/95 0
660886 O 07/01/10
0
1491730 F45/F45 F 203,000.00 ZZ
BLUM LARRY 120 191,035.93 1
10 TANGLEWOOD ROAD 7.125 2,370.10 23
6.875 2,370.10 900,000.00
PLEASANTVILLE NY 10570 1 06/30/95 00
661835 05 08/01/95 0
661835 O 07/01/05
0
1491731 F45/F45 F 240,000.00 ZZ
SHARMA SATYA 180 55,972.81 1
6 KENWOOD ROAD 7.125 2,173.99 51
6.875 2,173.99 475,000.00
SETAUKET NY 11733 1 06/29/95 00
662023 05 08/01/95 0
662023 O 07/01/10
0
1491732 F45/F45 F 342,400.00 ZZ
STANGEL PETER 180 332,094.41 1
168 RIDGE ROAD 7.875 3,247.49 80
7.625 3,247.49 428,000.00
NEW CITY NY 10956 1 06/30/95 00
662247 05 08/01/95 0
662247 O 07/01/10
0
1491734 F45/F45 F 584,000.00 ZZ
LANDUYT WILLIAM M 180 567,202.04 1
1
17 BRANDYWINE LANE 7.125 5,290.05 80
6.875 5,290.05 739,000.00
COLTS NECK NJ 07722 1 07/10/95 00
681825 05 09/01/95 0
681825 O 08/01/10
0
1491735 F45/F45 F 80,000.00 ZZ
ROWEHL GREGORY C 180 77,785.42 76
136 WAVERLY PLACE APT 4D 7.750 753.02 51
7.500 753.02 158,000.00
NEW YORK NY 10014 5 07/10/95 00
681940 11 09/01/95 0
681940 O 08/01/10
0
1491736 F45/F45 F 223,000.00 ZZ
HEINEY JOSEPH A 180 216,915.00 1
151-18 25TH AVENUE 7.750 2,099.04 79
7.500 2,099.04 285,000.00
WHITESTONE NY 11435 1 07/12/95 00
683284 05 09/01/95 0
683284 O 08/01/10
0
1491737 F45/F45 F 250,000.00 ZZ
CONKLIN JR WILLIAM E 180 243,178.20 1
491 NORMANDY DRIVE 7.750 2,353.19 60
7.500 2,353.19 417,000.00
BRICK TOWNSHIP NJ 08738 1 07/12/95 00
683334 05 09/01/95 0
683334 O 08/01/10
0
1491738 F45/F45 F 105,750.00 ZZ
PANSTER MICHAEL 180 102,833.68 378
201 WEST 70TH ST UNIT 31A 7.625 987.84 75
7.375 987.84 141,000.00
NEW YORK NY 10023 1 07/14/95 00
684324 10 09/01/95 0
684324 O 08/01/10
0
1491739 F45/F45 F 110,000.00 ZZ
BUTLER RICHARD J 180 106,735.38 1
29 EATON WOODS 6.750 973.40 78
6.500 973.40 142,000.00
HAMDEN CT 06518 1 07/14/95 00
684357 01 09/01/95 0
1
684357 O 08/01/10
0
1491740 F45/F45 F 26,000.00 ZZ
DORST JOHN T 180 20,853.69 1,396
251-16 58TH AVENUE, UNIT 26 8.125 250.35 60
7.875 250.35 44,000.00
LITTLE NECK NY 11362 1 07/11/95 00
684811 10 09/01/95 0
684811 O 08/01/10
0
1491741 F45/F45 F 250,000.00 ZZ
CARRIERO VINCENT 180 243,178.20 1
9 GAUL ROAD NORTH 7.750 2,353.19 66
7.500 2,353.19 382,000.00
SETAUKET NY 11733 5 07/01/95 00
685081 05 09/01/95 0
685081 O 08/01/10
0
1491742 F45/F45 F 55,000.00 ZZ
RIVERA CECILIO 180 53,499.22 1
64 EVERETT PLACE 7.750 517.70 72
7.500 517.70 77,000.00
PLAINFIELD NJ 07060 5 07/20/95 00
686212 05 09/01/95 0
686212 O 08/01/10
0
1491744 F45/F45 F 250,000.00 ZZ
LINDBERG ROBERT C 180 242,657.20 1
66 HERITAGE COURT 6.875 2,229.64 59
6.625 2,229.64 424,000.00
RANDOLPH TOWNSH NJ 07869 1 07/01/95 00
686998 05 09/01/95 0
686998 O 08/01/10
0
1491745 F45/F45 F 275,000.00 ZZ
TALASSAZAN EBRAHIM 180 267,335.61 1
8 PINE DRIVE 7.500 2,549.28 50
7.250 2,549.28 550,000.00
GREAT NECK NY 11021 1 07/25/95 00
687772 05 09/01/95 0
687772 O 08/01/10
0
1
1491746 F45/F45 F 300,000.00 ZZ
POUDEROYEN CAS 180 291,550.22 1
65 DELLWOOD AVENUE 7.375 2,759.77 79
7.125 2,759.77 380,000.00
CHATHAM TOWNSHI NJ 07928 1 07/01/95 00
688879 05 09/01/95 0
688879 O 08/01/10
0
1491747 F45/F45 F 75,000.00 ZZ
PANETTI JOSEPH W 180 72,750.85 1
30 SUMMERWINDS AVE 6.625 658.50 53
6.375 658.50 142,000.00
LAKEWOOD NJ 08701 1 07/28/95 00
688937 03 09/01/95 0
688937 O 08/01/10
0
1491748 F45/F45 F 262,500.00 ZZ
KAPPEL BRUCE I 180 255,878.60 1
69 AUBURN LANE 7.250 2,396.27 75
7.000 2,396.27 350,000.00
EAST NORWICH NY 11732 5 08/03/95 00
689232 05 10/01/95 0
689232 O 09/01/10
0
1491749 F45/F45 F 445,000.00 ZZ
CANTOR MICHAEL C 180 433,656.26 1
12 CLUB WAY 7.125 4,030.95 63
6.875 4,030.95 710,000.00
GREENBURGH NY 10530 2 08/01/95 00
690966 05 10/01/95 0
690966 O 09/01/10
0
1491750 F45/F45 F 335,000.00 ZZ
STIPP JUDITH B 180 326,900.86 1
9 DUKE OF GLOUCESTER 7.750 3,153.27 60
7.500 3,153.27 560,000.00
MANHASSET NY 11030 1 08/01/95 00
691162 01 10/01/95 0
691162 O 09/01/10
0
1491751 F45/F45 F 51,350.00 ZZ
KALAJIAN HENRI 180 50,082.53 197
301 EAST 48TH ST APT 6L 7.875 487.03 74
7.625 487.03 70,000.00
1
NEW YORK NY 10017 1 08/07/95 00
692608 11 10/01/95 0
692608 O 09/01/10
0
1491752 F45/F45 F 750,000.00 ZZ
SWEETWOOD MATTHEW 180 731,867.53 1
71 GREAT HILLS ROAD 7.750 7,059.57 60
7.500 7,059.57 1,250,000.00
MILLBURN TWP/SH NJ 07078 2 08/09/95 00
693176 05 10/01/95 0
693176 O 09/01/10
0
1491753 F45/F45 F 750,000.00 ZZ
MCINTOSH CHARLES F 180 731,280.67 1
624 (TAX ID #37-A-23) 7.375 6,899.42 48
7.125 6,899.42 1,580,000.00
MILLWOOD-CLARKE VA 22646 2 08/09/95 00
693341 05 10/01/95 0
693341 O 09/01/10
0
1491754 F45/F45 F 500,000.00 ZZ
FALIVENA RICHARD P 180 488,039.99 1
376 OYSTER BAY ROAD 7.875 4,742.25 64
7.625 4,742.25 790,000.00
MATINECOCK NY 11560 1 08/01/95 00
694273 05 10/01/95 0
694273 O 09/01/10
0
1491755 F45/F45 F 212,000.00 ZZ
NAMIGOHAR KOUROSH 180 206,874.60 1
5 MORELAND COURT 7.750 1,995.50 80
7.500 1,995.50 265,000.00
GREAT NECK NY 11024 1 08/14/95 00
694851 05 10/01/95 0
694851 O 09/01/10
0
1491756 F45/F45 F 260,000.00 ZZ
MILLER EDWARD 180 253,088.65 1
281 FOREST AVENUE 6.625 2,282.78 72
6.375 2,282.78 365,000.00
GLEN RIDGE NJ 07028 5 08/15/95 00
694935 05 10/01/95 0
694935 O 09/01/10
0
1
1491759 F45/F45 F 325,000.00 ZZ
MARCH RONALD E 180 316,973.74 1
163 BREWSTER STREET 7.500 3,012.79 52
7.250 3,012.79 625,000.00
WYCKOFF NJ 07481 1 08/18/95 00
696914 01 10/01/95 0
696914 O 09/01/10
0
1491761 F45/F45 F 288,750.00 ZZ
SINHA RENUKA 180 281,989.28 1
30 SYCAMORE ROAD 8.125 2,780.32 75
7.875 2,780.32 385,000.00
WOODBRIDGE NJ 07067 5 08/21/95 00
697607 05 10/01/95 0
697607 O 09/01/10
0
1491762 F45/F45 F 332,000.00 ZZ
PATEL SUNIL 180 324,143.08 1
71 THE DELL 8.000 3,172.76 80
7.750 3,172.76 419,000.00
SEARINGTON NY 11509 1 08/22/95 00
698050 05 10/01/95 0
698050 O 09/01/10
0
1491763 F45/F45 F 415,000.00 ZZ
WANG HUEY C 180 404,966.74 1
22 WEST 66TH STREET UNIT 5 7.750 3,906.29 50
7.500 3,906.29 830,000.00
NEW YORK NY 10023 1 08/01/95 00
698209 01 10/01/95 0
698209 O 09/01/10
0
1491764 F45/F45 F 218,000.00 ZZ
GUILMETTE ROBERT A 180 212,558.92 1
870 MAIN STREET 7.375 2,005.43 79
7.125 2,005.43 278,000.00
SOUTH WINDSOR CT 06074 2 08/23/95 00
698779 05 10/01/95 0
698779 O 09/01/10
0
1491765 F45/F45 F 180,000.00 ZZ
DENT DAVID B 180 173,713.58 190
1
301 EAST 48TH STREET APT 2D 7.875 1,707.21 74
7.625 1,707.21 245,000.00
NEW YORK NY 10017 2 08/28/95 00
700633 12 10/01/95 0
700633 O 09/01/10
0
1491766 F45/F45 F 128,000.00 ZZ
MASSARO JEANNE 180 124,872.24 88
305 W 98TH STREET APT 6AN 7.625 1,195.69 79
7.375 1,195.69 163,000.00
NEW YORK NY 10025 1 08/30/95 00
702225 11 10/01/95 0
702225 O 09/01/10
0
1491768 F45/F45 F 240,000.00 ZZ
SASAKI-SCANLON MARK 180 232,900.76 1
258 CHESTNUT HILL ROAD 7.625 2,241.91 74
7.375 2,241.91 325,000.00
NORWALK CT 06851 1 08/30/95 00
702381 05 10/01/95 0
702381 O 09/01/10
0
1491769 F45/F45 F 90,000.00 ZZ
ENG ELIZABETHY 180 68,323.33 1
64 PICKET PLACE 7.000 808.95 70
6.750 808.95 129,000.00
HOWELL NJ 07731 1 08/30/95 00
702605 01 10/01/95 0
702605 O 09/01/10
0
1491770 F45/F45 F 304,000.00 ZZ
FARNAM AMIN 180 296,728.29 1
38 HILLSIDE AVENUE 7.875 2,883.29 80
7.625 2,883.29 380,000.00
ROSLYN HEIGHTS NY 11577 1 08/31/95 00
703173 05 10/01/95 0
703173 O 09/01/10
0
1491771 F45/F45 F 224,000.00 ZZ
ORTWINE BRUCE A 180 219,475.77 175
APT 13F/G 77 EAST 12TH STREET 8.250 2,173.11 80
8.000 2,173.11 280,000.00
NEW YORK NY 10003 2 09/01/95 00
703686 13 11/01/95 0
1
703686 O 10/01/10
0
1491772 F45/F45 F 115,000.00 ZZ
LUPI LAWRENCE L 180 112,415.41 1
57 SAPPHIRE LANE 7.000 1,033.65 48
6.750 1,033.65 244,500.00
MATAWAN NJ 07747 2 09/01/95 00
704197 05 11/01/95 0
704197 O 10/01/10
0
1491773 F45/F45 F 284,000.00 ZZ
BARCAS PETER 180 277,947.16 1
1352 WINTER VIEW ROAD 7.625 2,652.93 80
7.375 2,652.93 355,500.00
WALL NJ 08736 2 09/06/95 00
704924 05 11/01/95 0
704924 O 10/01/10
0
1491775 F45/F45 F 275,000.00 ZZ
VENEZIA PASQUALE 180 267,421.39 1
565 EAST FREEHOLD ROAD 7.875 2,608.24 74
7.625 2,608.24 375,000.00
FREEHOLD NJ 07728 1 09/08/95 00
706663 05 11/01/95 0
706663 O 10/01/10
0
1491776 F45/F45 F 275,000.00 ZZ
RIVERA RICHARD 180 268,819.37 1
22 WILLETTS COURT 7.000 2,471.78 65
6.750 2,471.78 425,000.00
ROCKVILLE CENTR NY 11570 5 09/11/95 00
706887 05 11/01/95 0
706887 O 10/01/10
0
1491777 F45/F45 F 650,000.00 ZZ
BOSCH HANS E.R. 180 638,163.58 1
1280 RIDGE ROAD 7.625 6,071.84 50
7.375 6,071.84 1,300,000.00
LAUREL HOLLOW NY 11791 5 10/18/95 00
707240 05 12/01/95 0
707240 O 11/01/10
0
1
1491778 F45/F45 F 475,000.00 ZZ
ORZECK LIDA 180 464,767.82 198
320 CENTRAL PARK WEST APT 18D 7.500 4,403.31 62
7.250 4,403.31 775,000.00
NEW YORK NY 10025 1 09/19/95 00
709428 12 11/01/95 0
709428 O 10/01/10
0
1491779 F45/F45 F 385,000.00 ZZ
CONRAD THOMAS L 180 364,480.34 1
1504 HAMPTON HILLS CIRCLE 7.250 3,514.52 75
7.000 3,514.52 514,000.00
MCLEAN VA 22101 2 09/20/95 00
709832 07 11/01/95 0
709832 O 10/01/10
0
1491780 F45/F45 F 280,000.00 ZZ
NASARY ABDUL B 180 274,344.70 1
175 ROBBY LANE 8.250 2,716.39 73
8.000 2,716.39 384,000.00
MANHASSET NY 11040 1 09/12/95 00
710210 05 11/01/95 0
710210 O 10/01/10
0
1491781 F45/F45 F 224,000.00 ZZ
MOON MILTON G 180 219,327.09 1
39 PUTTER DRIVE 7.875 2,124.53 75
7.625 2,124.53 300,000.00
STAMFORD CT 06907 5 09/02/95 00
711390 05 11/01/95 0
711390 O 10/01/10
0
1491782 F45/F45 F 95,000.00 ZZ
BALLES WILLIAM 180 93,325.08 1
21 BROKAW AVENUE 8.000 907.87 52
7.750 907.87 185,000.00
FLORAL PARK NY 11001 5 09/27/95 00
712315 05 12/01/95 0
712315 O 11/01/10
0
1491783 F45/F45 F 500,000.00 ZZ
STARNELLA VINCENT 180 491,184.65 1
3 ASHTON ROAD 8.000 4,778.26 80
7.750 4,778.26 630,000.00
1
KATONAH NY 10536 2 09/27/95 00
712661 05 12/01/95 0
712661 O 11/01/10
0
1491785 F45/F45 F 125,000.00 ZZ
KURTZ BARBARA 180 122,529.47 360
425 E 58TH STREET APT 35F 8.500 1,230.92 27
8.250 1,230.92 475,000.00
NEW YORK NY 10022 1 09/27/95 00
712695 11 11/01/95 0
712695 O 10/01/10
0
1491786 F45/F45 F 330,000.00 ZZ
KOBY ELIZABETHB 180 324,118.73 1
16201 WHITEHAVEN ROAD 7.875 3,129.88 75
7.625 3,129.88 440,000.00
SILVER SPRING MD 20906 5 10/10/95 00
713099 05 12/01/95 0
713099 O 11/01/10
0
1491787 F45/F45 F 300,000.00 ZZ
GALLUZZO JR DOMINICK E 180 293,674.19 1
12 FIELDCREST DRIVE 7.750 2,823.83 74
7.500 2,823.83 410,000.00
NEW CITY NY 10956 1 09/28/95 00
713743 05 11/01/95 0
713743 O 10/01/10
0
1491788 F45/F45 F 487,500.00 ZZ
OZZIMO GREGORY F 180 479,180.37 1
170 NOEL STREET 8.375 4,764.95 75
8.125 4,764.95 650,000.00
STATEN ISLAND NY 10312 5 09/29/95 00
714006 05 12/01/95 0
714006 O 11/01/10
0
1491789 F45/F45 F 500,000.00 ZZ
BLOM HENRY A 180 490,992.37 1
16 CROWS NEST ROAD 7.750 4,706.38 79
7.500 4,706.38 635,000.00
BRONXVILLE NY 10708 2 10/02/95 00
716027 05 12/01/95 0
716027 O 11/01/10
0
1
1491790 F45/F45 F 300,000.00 ZZ
SELLIS ZANE 180 294,653.36 1
11 WINCHESTER DRIVE 7.875 2,845.35 34
7.625 2,845.35 900,000.00
MUTTONTOWN NY 11545 1 10/06/95 00
717645 05 12/01/95 0
717645 O 11/01/10
0
1491791 F45/F45 F 31,500.00 ZZ
CO FELY S 180 30,932.53 197
105-20 66TH AVENUE 7.750 296.50 60
APT. #3F 7.500 296.50 53,000.00
FOREST HILLS NY 11375 2 10/01/95 00
717884 10 12/01/95 0
717884 O 11/01/10
0
1491792 F45/F45 F 228,000.00 ZZ
NOORI MARY F 180 223,892.52 1
RURAL ROUTE 7.750 2,146.11 76
7.500 2,146.11 300,000.00
MILFORD PA 18337 1 10/16/95 00
718023 05 12/01/95 0
718023 O 11/01/10
0
1491793 F45/F45 F 500,000.00 ZZ
AZIZ BENYAMIN 180 490,992.37 1
15 BROADLAWN AVENUE 7.750 4,706.38 69
7.500 4,706.38 725,000.00
KINGS POINT NY 11024 1 10/12/95 00
719039 05 12/01/95 0
719039 O 11/01/10
0
1491795 F45/F45 F 35,000.00 ZZ
CASSELLI JR ANTHONY T 120 33,801.15 1
25 MIMOSA DRIVE 7.500 415.46 31
7.250 415.46 115,000.00
LOWER NJ 08204 1 10/13/95 00
719906 05 12/01/95 0
719906 O 11/01/05
0
1491796 F45/F45 F 270,000.00 ZZ
SHIGEMOTO HIROMI 180 264,813.84 1
1
99 OVERLOOK DRIVE 7.000 2,426.84 56
6.750 2,426.84 490,000.00
GREENWICH CT 06830 2 10/16/95 00
720060 05 12/01/95 0
720060 O 11/01/10
0
1491797 F45/F45 F 300,000.00 ZZ
BEBAWI MAGDI 180 294,418.74 2
51 BURTON AVENUE 7.375 2,759.77 53
7.125 2,759.77 570,000.00
STATEN ISLAND NY 10309 1 10/01/95 00
721308 05 12/01/95 0
721308 O 11/01/10
0
1491798 F45/F45 F 240,000.00 ZZ
DIBARTOLOMEO GARY C 180 235,676.35 1
7605 BURK AVENUE 7.750 2,259.06 80
7.500 2,259.06 300,000.00
MARGATE NJ 08402 1 10/19/95 00
721449 05 12/01/95 0
721449 O 11/01/10
0
1491799 F45/F45 F 210,000.00 ZZ
MICCIO ROBERT 180 206,175.94 1
21 STACEY DRIVE 7.625 1,961.67 64
7.375 1,961.67 329,000.00
UPPER FREEHOLD NJ 08514 2 10/20/95 00
721977 05 12/01/95 0
721977 O 11/01/10
0
1491801 F45/F45 F 108,750.00 ZZ
DIVGI SHEELA 180 106,748.29 195
301 EAST 69TH STREET APT 7G 7.500 1,008.13 75
7.250 1,008.13 145,000.00
NEW YORK NY 10021 1 10/27/95 00
724773 10 12/01/95 0
724773 O 11/01/10
0
1491802 F45/F45 F 220,000.00 ZZ
GOETSCHIUS JOHN W 180 216,101.36 1
208 WOODLAND AVENUE 7.750 2,070.81 68
7.500 2,070.81 325,000.00
RAMSEY NJ 07446 5 11/01/95 00
727065 05 01/01/96 0
1
727065 O 12/01/10
0
1491803 F45/F45 F 555,000.00 ZZ
HALL DAVID 180 546,784.32 1
24 SCHOOLHOUSE ROAD 7.875 5,263.90 69
7.625 5,263.90 805,000.00
WACCABUC NY 10597 1 11/03/95 00
728014 05 01/01/96 0
728014 O 12/01/10
0
1491804 F45/F45 F 236,000.00 ZZ
MIRSKY BURTON 180 232,430.08 1
21 WOODCREST DRIVE 7.625 2,204.55 79
7.375 2,204.55 300,000.00
MORRIS TOWNSHIP NJ 07960 1 11/13/95 00
730465 07 01/01/96 0
730465 O 12/01/10
0
1491805 F45/F45 F 261,000.00 ZZ
JORDAN JAMES R 180 256,553.05 1
1004 AUTUMN GOLD DRIVE 7.750 2,456.73 90
7.500 2,456.73 290,000.00
GAMBRILLS MD 21054 2 11/13/95 10
730606 03 01/01/96 25
730606 O 12/01/10
0
1491806 F45/F45 F 144,000.00 ZZ
GRAUBY JEAN L 180 141,891.37 5
158 CHAMBERS STREET 4TH FLOOR 8.000 1,376.14 52
7.750 1,376.14 280,000.00
NEW YORK NY 10007 1 11/17/95 00
732164 11 01/01/96 0
732164 O 12/01/10
0
1491807 F45/F45 F 400,000.00 ZZ
SCOTTI JR GAVIN A 180 395,069.35 2
6 PEABODY LANE 7.375 3,679.69 67
7.125 3,679.69 600,000.00
WESTPORT CT 06880 2 12/06/95 00
734996 05 02/01/96 0
734996 O 01/01/11
0
1
1491808 F45/F45 F 202,000.00 ZZ
GORDON EDWARD 180 200,117.99 1
388 HARDSCRABBLE ROAD 7.250 1,843.98 42
7.000 1,843.98 485,000.00
NORTH SALEM NY 10560 5 01/12/96 00
736033 05 03/01/96 0
736033 O 02/01/11
0
1491809 F45/F45 F 229,500.00 ZZ
GROSS BARRY 180 225,990.83 1
48 VALLEYWOOD ROAD 7.500 2,127.49 77
7.250 2,127.49 300,000.00
COMMACK NY 11725 1 11/30/95 00
736579 05 01/01/96 0
736579 O 12/01/10
0
1491810 F45/F45 F 275,000.00 ZZ
VOGEL ALLEN S 180 270,036.62 1
4 CORNELL DRIVE 7.125 2,491.04 64
6.875 2,491.04 435,000.00
GREAT NECK NY 11020 5 12/01/95 00
737395 05 02/01/96 0
737395 O 01/01/11
0
1491811 F45/F45 F 300,000.00 ZZ
PARK KIHYO 180 296,420.19 1
54 NORTH CREEK ROAD 7.750 2,823.83 75
7.500 2,823.83 400,000.00
EATON'S NECK NY 11768 1 12/01/95 00
737510 05 02/01/96 0
737510 O 01/01/11
0
1491812 F45/F45 F 628,000.00 ZZ
HANDAL DONALD J 180 620,174.99 1
11 BRYON ROAD 7.250 5,732.78 53
7.000 5,732.78 1,200,000.00
GREENWICH CT 06870 2 12/01/95 00
737601 05 02/01/96 0
737601 O 01/01/11
0
1491814 F45/F45 F 210,000.00 ZZ
STECKLOW RICK 180 207,505.00 1
1106 BARLEY SHEAF ROAD 7.875 1,991.74 61
7.625 1,991.74 345,000.00
1
READINGTON TWP NJ 08822 2 12/08/95 00
739656 05 02/01/96 0
739656 O 01/01/11
0
1491815 F45/F45 F 144,000.00 ZZ
HICKEY WILLIAM M 180 142,244.02 1
58-35 69TH STREET 7.500 1,334.90 80
7.250 1,334.90 180,000.00
MASPETH NY 11378 2 12/11/95 00
740548 05 02/01/96 0
740548 O 01/01/11
0
1491817 F45/F45 F 294,400.00 ZZ
KONG MING C 180 290,810.03 1
6 DELAWARE ROAD 7.500 2,729.12 76
7.250 2,729.12 390,000.00
READINGTON NJ 08889 2 12/15/95 00
742627 05 02/01/96 0
742627 O 01/01/11
0
1491818 F45/F45 F 600,000.00 ZZ
ORCHULLI JOHN O 180 592,683.48 1
55 PECKSLAND ROAD 7.500 5,562.07 42
7.250 5,562.07 1,460,000.00
GREENWICH CT 06831 1 12/18/95 00
743450 05 02/01/96 0
743450 O 01/01/11
0
1491819 F45/F45 F 332,000.00 ZZ
ROONEY RONALD 180 327,012.43 1
144 NASSAU BOULEVARD 7.750 3,125.04 53
7.500 3,125.04 630,000.00
GARDEN CITY NY 11530 5 12/28/95 00
746255 05 03/01/96 0
746255 O 02/01/11
0
1491820 F45/F45 F 325,000.00 ZZ
HARGEST JR THOMAS E 180 321,802.76 1
2901 SEDGEFIELD COURT 7.375 2,989.75 78
7.125 2,989.75 420,000.00
FALLSTON MD 21047 2 12/29/95 00
746883 05 03/01/96 0
746883 O 02/01/11
0
1
1491821 F45/F45 F 384,000.00 ZZ
HOSHIA JACOB H 180 380,536.91 1
26 SIXTH STREET 7.625 3,587.06 80
7.375 3,587.06 480,000.00
ENGLEWOOD CLIFF NJ 07632 1 01/04/96 00
747972 05 03/01/96 0
747972 O 02/01/11
0
1491822 F45/F45 F 100,000.00 ZZ
DERASMO ROBERT S 180 99,047.97 1
8 THE TRAIL 7.000 898.83 50
6.750 898.83 204,000.00
HAMPTON BAYS NY 11946 5 01/11/96 00
749382 05 03/01/96 0
749382 O 02/01/11
0
1491823 F45/F45 F 582,700.00 ZZ
WEISS RONALD 180 552,021.26 1
258 EAST LINDEN AVENUE 7.375 5,360.39 47
7.125 5,360.39 1,250,000.00
ENGLEWOOD NJ 07631 2 01/12/96 00
749853 05 03/01/96 0
749853 O 02/01/11
0
1491824 F45/F45 F 650,000.00 ZZ
THORKILSEN ERIC G 180 643,811.90 1
229 LOST DISTRICT DRIVE 7.000 5,842.38 68
6.750 5,842.38 965,000.00
NEW CANAAN CT 06840 1 01/12/96 00
749903 05 03/01/96 0
749903 O 02/01/11
0
1491825 F45/F45 F 120,000.00 ZZ
GROUP SHELLEY 180 118,929.53 1
18 DURANT ROAD 7.750 1,129.53 49
7.500 1,129.53 245,000.00
NEW CITY NY 10956 1 01/16/96 00
750166 05 03/01/96 0
750166 O 02/01/11
0
1491826 F45/F45 F 75,000.00 ZZ
MAIN VICTOR 180 74,323.61 1
1
48 RIVER AVENUE 7.625 700.60 20
7.375 700.60 385,000.00
MONMOUTH BEACH NJ 07750 5 01/17/96 00
750604 05 03/01/96 0
750604 O 02/01/11
0
1491827 F45/F45 F 70,000.00 ZZ
CALDERARO JOHN 180 69,296.97 1
608 PINE STREET 6.375 604.98 61
6.125 604.98 116,000.00
LACEY TOWNSHIP NJ 08734 5 01/18/96 00
750919 05 03/01/96 0
750919 O 02/01/11
0
1491828 F45/F45 F 38,000.00 ZZ
HENNINGSEN ELLENA 120 37,355.28 1
1442 PINEACRES BOULEVARD 7.500 451.07 33
7.250 451.07 116,000.00
BAYSHORE NY 11706 2 01/19/96 00
751172 05 03/01/96 0
751172 O 02/01/06
0
1491829 F45/F45 F 200,000.00 ZZ
JACOBS BARBARA 180 198,095.96 1
5 GENERAL WATERBURY LANE 7.000 1,797.66 32
6.750 1,797.66 640,000.00
STAMFORD CT 06902 5 01/22/96 00
751677 05 03/01/96 0
751677 O 02/01/11
0
1491830 F45/F45 F 74,300.00 ZZ
ATAMANIUK GLENN 180 73,619.21 1
6 CANTERBERRY CIRCLE 7.500 688.77 61
7.250 688.77 122,000.00
RARITAN TWP NJ 08822 2 01/19/96 00
751693 09 03/01/96 0
751693 O 02/01/11
0
1491831 F45/F45 F 126,000.00 ZZ
CHRISTIE ANN M 180 124,851.23 1
45 ROLLINS AVENUE 7.500 1,168.04 84
7.250 1,168.04 150,000.00
PEARL RIVER NY 10965 1 01/22/96 14
751743 05 03/01/96 25
1
751743 O 02/01/11
0
1491832 F45/F45 F 120,000.00 ZZ
LAU SEN H 180 118,845.22 1
80 ELIZABETH STREET 3L 6.875 1,070.23 71
6.625 1,070.23 170,000.00
NEW YORK NY 10013 1 01/22/96 00
751776 01 03/01/96 0
751776 O 02/01/11
0
1491833 F45/F45 F 75,000.00 ZZ
WALKER STEPHEN J 180 74,254.74 1
35 GABLES DRIVE 6.500 653.33 50
6.250 653.33 153,000.00
HICKSVILLE NY 11801 1 01/22/96 00
751859 05 03/01/96 0
751859 O 02/01/11
0
1491834 F45/F45 F 56,500.00 ZZ
ROBINSON GARY H 180 55,984.90 1
46 UNION STREET #3G 7.500 523.76 66
7.250 523.76 86,500.00
NEW ROCHELLE NY 10801 1 01/22/96 00
751958 01 03/01/96 0
751958 O 02/01/11
0
1491835 F45/F45 F 138,000.00 ZZ
MARKOWITCH ROBERT 180 136,621.73 1
125 EVANS DRIVE 6.875 1,230.76 84
6.625 1,230.76 165,000.00
MANVILLE NJ 08835 2 01/25/96 01
752113 05 03/01/96 6
752113 O 02/01/11
0
1491836 F45/F45 F 135,000.00 ZZ
PROVOST ROBERT 180 133,769.18 1
30 BOHL ROAD 7.500 1,251.47 52
7.250 1,251.47 260,000.00
HOPEWELL JUNCTI NY 12533 5 01/22/96 00
752147 05 03/01/96 0
752147 O 02/01/11
0
1
1491837 F45/F45 F 615,000.00 ZZ
GALLAGHER BERNARD P 180 609,207.85 1
115 LONE TREE FARM ROAD 7.125 5,570.86 67
6.875 5,570.86 925,000.00
NEW CANAAN CT 06840 2 01/23/96 00
752246 05 03/01/96 0
752246 O 02/01/11
0
1491838 F45/F45 F 164,000.00 ZZ
KARSAI GABOR 180 162,504.79 1
37 NORTHFIELD ROAD 7.500 1,520.30 80
7.250 1,520.30 205,000.00
GLEN COVE NY 11542 1 01/23/96 00
752337 05 03/01/96 0
752337 O 02/01/11
0
1491839 F45/F45 F 140,000.00 ZZ
PURDY JR WILLIAM W 180 138,652.76 1
124 CROOKED HILL ROAD 6.875 1,248.60 60
6.625 1,248.60 235,000.00
HUNTINGTON NY 11743 5 01/23/96 00
752360 05 03/01/96 0
752360 O 02/01/11
0
1491840 F45/F45 F 118,000.00 ZZ
FELICIANO DAVID E 180 116,698.78 1
31-3 SADDLE TRAIL 7.250 1,077.18 72
7.000 1,077.18 164,000.00
OSSINING NY 10562 2 01/24/96 00
752485 01 03/01/96 0
752485 O 02/01/11
0
1491841 F45/F45 F 40,000.00 ZZ
DONOHUE EILEEN 180 39,610.94 1
41 MANOR DRIVE 6.750 353.96 50
6.500 353.96 81,000.00
RED BANK NJ 07701 1 01/24/96 00
752840 01 03/01/96 0
752840 O 02/01/11
0
1491842 F45/F45 F 100,000.00 ZZ
ADAMS RALPH 120 98,232.88 1
15 FERRY LANE EAST 6.750 1,148.24 22
6.500 1,148.24 475,000.00
1
WESTPORT CT 06880 2 01/25/96 00
753426 05 03/01/96 0
753426 O 02/01/06
0
1491843 F45/F45 F 30,000.00 ZZ
PETRELLESE JEFFREY 180 29,714.39 1
14 CLEVELAND AVENUE 7.000 269.65 19
6.750 269.65 165,000.00
NEW ROCHELLE NY 10801 5 01/26/96 00
753566 05 03/01/96 0
753566 O 02/01/11
0
1491844 F45/F45 F 100,000.00 ZZ
SILVA JOAQUIM 120 98,208.90 2
1037 GIFFORD COURT 6.500 1,135.48 41
6.250 1,135.48 245,000.00
UNION NJ 07083 1 01/26/96 00
753632 05 03/01/96 0
753632 O 02/01/06
0
1491845 F45/F45 F 48,000.00 ZZ
NWAKO TIMOTHY 180 47,705.98 1
36-A MELMORE GARDENS 7.375 441.56 69
7.125 441.56 70,000.00
EAST ORANGE NJ 07017 2 01/29/96 00
754689 05 04/01/96 0
754689 O 03/01/11
0
1491846 F45/F45 F 44,000.00 ZZ
SARGENT RONALD 180 43,733.39 1
17 FLORAL DRIVE EAST 7.500 407.89 20
7.250 407.89 228,000.00
PLAINVIEW NY 11803 2 01/30/96 00
754846 05 04/01/96 0
754846 O 03/01/11
0
1491847 F45/F45 F 184,000.00 ZZ
MARIANO CARLOS A 180 182,262.03 2
23 PATTERSON STREET 7.125 1,666.73 80
6.875 1,666.73 230,000.00
HARRISON NJ 07029 1 01/31/96 00
755512 05 03/01/96 0
755512 O 02/01/11
0
1
1491849 F45/F45 F 413,000.00 ZZ
MILANO CONSTANTIT 180 410,470.15 1
8 HEATHER LANE 7.375 3,799.28 78
7.125 3,799.28 535,000.00
RANDOLPH NJ 07869 2 02/01/96 00
755959 05 04/01/96 0
755959 O 03/01/11
0
1491850 F45/F45 F 85,000.00 ZZ
MOORE KEVIN 180 84,517.86 1
7 SIXTH STREET 8.250 824.62 68
8.000 824.62 125,000.00
EAST HAMPTON NY 11937 2 02/02/96 00
756445 05 04/01/96 0
756445 O 03/01/11
0
1491851 F45/F45 F 85,000.00 ZZ
NIX JOSEPH 180 84,450.37 1
54 ALLENS ROAD 6.750 752.17 48
6.500 752.17 180,000.00
WASHINGTON TWP NJ 08520 2 02/02/96 00
756510 05 04/01/96 0
756510 O 03/01/11
0
1491852 F45/F45 F 194,000.00 ZZ
BLASKOVIC ALDO 180 192,862.55 1
29-29 169TH STREET 7.875 1,839.99 70
7.625 1,839.99 279,000.00
FLUSHING NY 11358 5 02/02/96 00
756601 05 04/01/96 0
756601 O 03/01/11
0
1491853 F45/F45 F 272,000.00 ZZ
CIPRUS JOHN S 180 270,325.41 1
121 SAYBROOK RD 7.375 2,502.19 85
7.125 2,502.19 320,000.00
ESSEX CT 06426 2 02/05/96 10
756767 05 04/01/96 12
756767 O 03/01/11
0
1491854 F45/F45 F 325,000.00 ZZ
GERBSMAN MICHAEL 180 323,952.17 1
1
15 ELI CIRCLE 6.750 2,875.96 64
6.500 2,875.96 512,000.00
MARLBORO NJ 07751 2 02/27/96 00
756965 05 05/01/96 0
756965 O 04/01/11
0
1491855 F45/F45 F 84,000.00 ZZ
COSTA JOSE L 180 83,456.84 2
1321 AVY ST 6.750 743.32 75
6.500 743.32 113,000.00
HILLSIDE NJ 07206 1 02/07/96 00
757302 05 04/01/96 0
757302 O 03/01/11
0
1491856 F45/F45 F 185,000.00 ZZ
BREWER RICHARD 180 183,764.63 1
8 FAIRMOUNT COURT 6.375 1,598.86 73
6.125 1,598.86 254,000.00
MONROE NJ 08831 1 02/18/86 00
757450 09 04/01/96 0
757450 O 03/01/11
0
1491857 F45/F45 F 165,000.00 ZZ
PORTNER WILLIAM J 180 163,955.82 1
4 HARVEST COURT 7.000 1,483.07 75
6.750 1,483.07 220,000.00
EGG HARBOR TWP NJ 08234 5 02/08/96 00
757773 05 04/01/96 0
757773 O 03/01/11
0
1491858 F45/F45 F 85,000.00 ZZ
RODRIGUES LICINIO 180 84,456.25 1
1048 LORRAINE AVENUE 6.875 758.08 59
6.625 758.08 145,000.00
UNION NJ 07083 1 02/09/96 00
757823 05 04/01/96 0
757823 O 03/01/11
0
1491859 F45/F45 F 72,000.00 ZZ
SAUNDERS LAURI A 180 71,512.11 1
3 MEADOWVIEW DRIVE 6.875 642.14 75
6.625 642.14 96,000.00
CLINTON NJ 08801 5 02/09/96 00
757898 01 04/01/96 0
1
757898 O 03/01/11
0
1491861 F45/F45 F 145,000.00 ZZ
RIZZO III CARLO 180 144,082.39 1
197 EUSTON RD 7.000 1,303.30 52
6.750 1,303.30 284,000.00
GARDEN CITY NY 11530 1 02/15/96 00
761460 05 04/01/96 0
761460 O 03/01/11
0
1491862 F45/F45 F 50,000.00 ZZ
DEVICO PETER J 180 49,686.99 1
38 JOHNNY DRIVE 7.125 452.92 24
6.875 452.92 215,900.00
HOWELL NJ 07727 1 02/14/96 00
761478 05 04/01/96 0
761478 O 03/01/11
0
1491863 F45/F45 F 185,000.00 ZZ
HANAPOLE PHILIP 180 183,841.87 1
30 MAHORAS DRIVE 7.125 1,675.79 80
6.875 1,675.79 232,000.00
OCEAN NJ 07712 2 02/15/96 00
761494 05 04/01/96 0
761494 O 03/01/11
0
1491864 F45/F45 F 140,000.00 ZZ
FORESTIAR ALBERT 180 139,075.07 1
36 DEBORAH DRIVE 6.500 1,219.55 80
6.250 1,219.55 177,000.00
PISCATAWAY NJ 08854 2 02/15/96 00
761783 05 04/01/96 0
761783 O 03/01/11
0
1491865 F45/F45 F 200,000.00 ZZ
FERENCE JOHN R 180 198,801.35 1
819 FOREPEAK DRIVE 7.625 1,868.26 67
7.375 1,868.26 300,000.00
LACEY (FORKED R NJ 08731 1 02/15/96 00
761841 05 04/01/96 0
761841 O 03/01/11
0
1
1491866 F45/F45 F 757,650.00 ZZ
WEISS ROBERT 180 752,958.19 1
268 CHESTNUT ST 7.250 6,916.31 69
7.000 6,916.31 1,110,000.00
ENGLEWOOD NJ 07631 2 02/15/96 00
761908 05 04/01/96 0
761908 O 03/01/11
0
1491867 F45/F45 F 146,000.00 ZZ
LEVY RALPH L 180 145,025.05 1
25 OAK RIDGE DRIVE 6.375 1,261.81 38
6.125 1,261.81 385,000.00
HUNTINGTON NY 11743 2 02/16/96 00
761932 05 04/01/96 0
761932 O 03/01/11
0
1491868 F45/F45 F 217,000.00 ZZ
HILL-BYRNE MATTHEW J 180 214,696.29 1
9447 EMORY GROVE ROAD 7.625 2,027.06 70
7.375 2,027.06 310,000.00
GAITHERSBURG MD 20877 5 02/16/96 00
762013 05 04/01/96 0
762013 O 03/01/11
0
1491869 F45/F45 F 203,000.00 ZZ
LODHIA JITENDRA 180 201,769.99 1
259 BENNETT ROAD 7.500 1,881.84 79
7.250 1,881.84 260,000.00
OLD BRIDGE NJ 07747 1 02/16/96 00
762088 05 04/01/96 0
762088 O 03/01/11
0
1491870 F45/F45 F 150,000.00 ZZ
COSTELLO PATRICK 180 149,091.13 1
36 DAISY FARMS DRIVE 7.500 1,390.52 43
7.250 1,390.52 350,000.00
NEW ROCHELLE NY 10804 5 02/16/96 00
762187 05 04/01/96 0
762187 O 03/01/11
0
1491871 F45/F45 F 68,000.00 ZZ
MARCHETTI JR CARMINE 180 67,569.69 1
410 45TH STREET 7.000 611.20 54
6.750 611.20 127,000.00
1
LINDENHURST NY 11757 5 02/20/96 00
762385 05 04/01/96 0
762385 O 03/01/11
0
1491872 F45/F45 F 200,000.00 ZZ
MONAGLE EDWARD J 120 197,666.38 1
190 STONEHENGE TERRACE 6.875 2,309.31 68
6.625 2,309.31 296,000.00
CLARK NJ 07066 5 02/21/96 00
762518 05 04/01/96 0
762518 O 03/01/06
0
1491873 F45/F45 F 235,000.00 ZZ
SUMNER NORMAN E 180 233,528.87 1
279 WOODCOCK LANE 7.125 2,128.70 44
6.875 2,128.70 540,000.00
WHITEMARSH PA 19002 5 02/21/96 00
762609 05 04/01/96 0
762609 O 03/01/11
0
1491874 F45/F45 F 104,000.00 ZZ
GIACOMO ANGELO 180 103,341.86 1
8 HARRINGTON PLACE 7.000 934.78 35
6.750 934.78 305,000.00
HARRISON NY 10543 2 02/21/96 00
762682 05 04/01/96 0
762682 O 03/01/11
0
1491875 F45/F45 F 175,000.00 ZZ
SCALO PHILIP 180 173,868.40 1
2 FORT AVENUE 6.750 1,548.59 49
6.500 1,548.59 360,000.00
DOVER TOWNSHIP NJ 08751 2 02/21/96 00
763037 05 04/01/96 0
763037 O 03/01/11
0
1491876 F45/F45 F 60,000.00 ZZ
HERNANDEZ ENRIQUE 180 59,599.34 1
222 BRIGHTON AVENUE 6.375 518.55 75
6.125 518.55 80,000.00
PERTH AMBOY NJ 08861 5 02/23/96 00
763318 05 04/01/96 0
763318 O 03/01/11
0
1
1491877 F45/F45 F 51,000.00 ZZ
STEPHENS MICHAEL C 180 50,663.75 1
19 RIVERDALE DRIVE 6.875 464.85 46
6.625 464.85 112,000.00
HAMPTON BAYS NY 11946 5 02/23/96 00
763334 05 04/01/96 0
763334 O 03/01/11
0
1491878 F45/F45 F 128,000.00 ZZ
BUONO JOSEPH N 180 127,207.36 1
21 BROADWAY 7.250 1,168.46 64
7.000 1,168.46 202,000.00
CAPE MAY NJ 08204 2 02/23/96 00
763623 05 04/01/96 0
763623 O 03/01/11
0
1491879 F45/F45 F 593,000.00 ZZ
SHOUN ROBERT E 180 589,247.32 1
11800 VALE ROAD 7.000 5,330.05 68
6.750 5,330.05 880,000.00
OAKTON VA 22124 2 02/23/96 00
763755 05 04/01/96 0
763755 O 03/01/11
0
1491880 F45/F45 F 149,850.00 ZZ
DOOBAY KAMPTA 180 149,412.14 1
31 TRUMAN BLVD 7.875 1,421.25 73
7.625 1,421.25 207,000.00
OAKLAND NJ 07436 2 02/26/96 00
763896 05 05/01/96 0
763896 O 04/01/11
0
1491881 F45/F45 F 140,000.00 T
MASTROPIERRO MARIO 180 139,133.03 1
192 HALSEY STREET 7.250 1,278.01 70
7.000 1,278.01 200,000.00
SOUTHAMPTON NY 11968 2 02/26/96 00
763904 05 04/01/96 0
763904 O 03/01/11
0
1491882 F45/F45 F 88,000.00 ZZ
TRAUB MARK A 180 87,731.30 1
1
2892 CARLYLE ROAD 7.375 809.53 54
7.125 809.53 165,000.00
WANTAGH NY 11793 2 02/27/96 00
764043 05 05/01/96 0
764043 O 04/01/11
0
1491883 F45/F45 F 207,000.00 ZZ
CIOFFE THOMAS 180 206,339.80 1
12 STARVIEW COURT 6.875 1,846.14 36
6.625 1,846.14 575,000.00
WAYNE NJ 07470 1 03/08/96 00
764837 05 05/01/96 0
764837 O 04/01/11
0
1491884 F45/F45 F 129,000.00 ZZ
GOVAN BARBARA A 180 128,183.65 1
62 J.F. KENNEDY DR 7.000 1,159.49 60
6.750 1,159.49 216,000.00
MILLTOWN NJ 08850 1 02/29/96 00
764902 05 04/01/96 0
764902 O 03/01/11
0
1491885 F45/F45 F 94,400.00 ZZ
CARPOVICH FERNANDO G 180 93,846.51 1
120 WEST SANTA BARBARA ROAD 7.875 895.34 72
7.625 895.34 132,000.00
LINDENHURST NY 11757 1 02/29/96 00
765057 05 04/01/96 0
765057 O 03/01/11
0
1491886 F45/F45 F 130,000.00 ZZ
VAROLIAN HAMPARSUM 180 129,589.85 1
34 MARTIN PLACE 7.000 1,168.48 61
6.750 1,168.48 216,000.00
SYOSSET NY 11791 1 03/12/96 00
765081 05 05/01/96 0
765081 O 04/01/11
0
1491887 F45/F45 F 496,000.00 ZZ
WILKEY WILLIAM S 180 494,435.14 1
80 HILLSBURY LANE 7.000 4,458.19 77
6.750 4,458.19 650,000.00
STAMFORD CT 06903 2 02/29/96 00
765354 05 05/01/96 0
1
765354 O 04/01/11
0
1491888 F45/F45 F 170,000.00 ZZ
BRANQUINHO JOSE 180 162,867.74 2
419-421 JOHN STREET 6.750 1,504.35 76
6.500 1,504.35 225,000.00
ELIZABETH NJ 07202 2 03/01/96 00
765453 05 05/01/96 0
765453 O 04/01/11
0
1491890 F45/F45 F 350,000.00 ZZ
PALLAY ARNOLD 180 344,625.10 1
10 WOODSHIRE TERRACE 7.000 3,145.90 54
6.750 3,145.90 650,000.00
MONTVILLE NJ 07082 1 03/05/96 00
766014 05 05/01/96 0
766014 O 04/01/11
0
1491891 F45/F45 F 203,000.00 ZZ
BARATIAN RAMIN 180 202,345.51 1
42 PLYMOUTH ROAD 6.750 1,796.37 55
6.500 1,796.37 370,000.00
GREAT NECK NY 11023 1 03/04/96 00
766048 05 05/01/96 0
766048 O 04/01/11
0
1491892 F45/F45 F 155,000.00 ZZ
VESKOV ILIJA 180 154,510.99 1
46 STANFORD COURT 7.000 1,393.18 38
6.750 1,393.18 412,000.00
TOTOWA NJ 07512 5 03/05/96 00
766188 05 05/01/96 0
766188 O 04/01/11
0
1491893 F45/F45 F 203,000.00 ZZ
GRUNEBAUM ANDREW M 180 202,324.01 1
5 SPOKE DRIVE 6.375 1,754.43 70
6.125 1,754.43 290,000.00
WOODBRIDGE CT 06525 2 03/05/96 00
766212 05 05/01/96 0
766212 O 04/01/11
0
1
1491894 F45/F45 F 113,000.00 ZZ
NEVES VICTOR J 180 112,651.17 1
582 SELFMASTER PARK 7.250 1,031.54 74
7.000 1,031.54 153,000.00
UNION NJ 07083 1 03/06/96 00
766402 05 05/01/96 0
766402 O 04/01/11
0
1491896 F45/F45 F 250,000.00 ZZ
PROROKOVIC MILE 180 249,219.80 1
9 GUILFORD LANE 7.125 2,264.58 64
6.875 2,264.58 395,000.00
GREENWICH CT 06831 5 03/01/96 00
766667 05 05/01/96 0
766667 O 04/01/11
0
1491897 F45/F45 F 207,000.00 ZZ
MCCLEAN LEON A 180 206,367.95 1
2726 CHESHIRE DRIVE 7.375 1,904.24 69
7.125 1,904.24 304,000.00
BALDWIN NY 11510 5 03/07/96 00
766717 05 05/01/96 0
766717 O 04/01/11
0
1491898 F45/F45 F 55,700.00 ZZ
HEARD JR JOHN A 180 55,528.06 1
RR3 BOX 5371-A 7.250 508.46 47
7.000 508.46 120,000.00
BERRYVILLE VA 22611 2 03/08/96 00
766758 05 05/01/96 0
766758 O 04/01/11
0
1491899 F45/F45 F 55,000.00 ZZ
WILLIX JOSEPH J 120 54,677.85 1
5 CHARLESTON SPRING ROAD 6.750 631.53 20
6.500 631.53 280,000.00
MILLSTONE TOWNS NJ 07726 5 03/07/96 00
766774 05 05/01/96 0
766774 O 04/01/06
0
1491900 F45/F45 F 329,000.00 ZZ
CHAMBERLAIN STEVEN R 180 328,038.66 1
14015 TWELVE OAKS COURT 7.875 3,120.40 64
7.625 3,120.40 520,000.00
1
CLARKSVILLE MD 21029 2 03/07/96 00
766873 05 05/01/96 0
766873 O 04/01/11
0
1491901 F45/F45 F 75,000.00 ZZ
ROSTRON EDWARD G 180 74,771.00 1
12 INGRID COURT 7.375 689.94 32
7.125 689.94 235,000.00
HAUPPAUGE NY 11788 5 03/08/96 00
766998 05 05/01/96 0
766998 O 04/01/11
0
1491902 F45/F45 F 147,000.00 ZZ
VERDE ANTHONY 180 146,556.04 2
266 WOODLAWN ROAD 7.500 1,362.71 70
7.250 1,362.71 210,000.00
WEST HEMPSTEAD NY 11552 1 03/08/96 00
767004 05 05/01/96 0
767004 O 04/01/11
0
1491903 F45/F45 F 50,000.00 ZZ
KENNEDY CARMELLA 180 49,840.53 1
139 FRANGORMA DRIVE 6.875 445.93 36
6.625 445.93 141,500.00
KINGSTON PA 18708 1 03/08/96 00
767038 05 05/01/96 0
767038 O 04/01/11
0
1491904 F45/F45 F 450,000.00 ZZ
TERPANJIAN SETRAK 180 448,610.87 1
305 RIVERDALE DRIVE 7.250 4,107.88 77
7.000 4,107.88 592,000.00
FORT LEE NJ 07024 2 03/11/96 00
767228 05 05/01/96 0
767228 O 04/01/11
0
1491905 F45/F45 F 200,000.00 ZZ
LOZINA MILAN 180 199,395.98 1
2 REMSENS LANE 7.500 1,854.02 37
7.250 1,854.02 550,000.00
UPPER BROOKVILL NY 11771 5 03/11/96 00
767434 05 05/01/96 0
767434 O 04/01/11
0
1
1491906 F45/F45 F 75,000.00 ZZ
OLSEN MARYANNE 180 74,768.48 1
740 PLYMPTON STREET 7.250 684.65 30
7.000 684.65 250,000.00
NEW MILFORD NJ 07646 5 03/21/96 00
767467 05 05/01/96 0
767467 O 04/01/11
0
1491907 F45/F45 F 189,000.00 ZZ
MONACO RICHARD G 180 188,384.03 1
256 BARRACK HILL ROAD 6.625 1,659.41 70
6.375 1,659.41 270,000.00
RIDGEFIELD CT 06877 5 03/14/96 00
767863 05 05/01/96 0
767863 O 04/01/11
0
1491908 F45/F45 F 242,500.00 ZZ
KELLEY GARY G 180 241,844.57 1
17 ANNJIM DRIVE 8.750 2,423.66 70
8.500 2,423.66 350,000.00
GREENWICH CT 06807 1 03/13/96 00
767954 05 05/01/96 0
767954 O 04/01/11
0
1491909 F45/F45 F 438,000.00 ZZ
VU BAN T 180 436,662.61 1
8812 GALLANT GREEN DRIVE 7.375 4,029.26 56
7.125 4,029.26 790,000.00
MCLEAN VA 22102 5 03/14/96 00
768150 05 05/01/96 0
768150 O 04/01/11
0
1491910 F45/F45 F 62,500.00 ZZ
KIRKPARTRICK RICHARD 180 62,294.10 1
446 SHORELINE PLACE 6.500 544.44 56
6.250 544.44 112,500.00
BRICK NJ 08723 2 03/15/96 00
768192 05 05/01/96 0
768192 O 04/01/11
0
1491911 F45/F45 F 75,000.00 ZZ
GONZALEZ JOSE 180 74,780.85 1
1
548 NORTH 7TH STREET 7.875 711.34 78
7.625 711.34 97,000.00
NEWARK NJ 07107 1 03/15/96 00
768564 05 05/01/96 0
768564 O 04/01/11
0
1491912 F45/F45 F 137,000.00 ZZ
CRUZ JOAO D 180 136,572.45 1
792 RARITAN ROAD 7.125 1,240.99 70
6.875 1,240.99 198,000.00
CLARK NJ 07060 2 03/15/96 00
768663 05 05/01/96 0
768663 O 04/01/11
0
1491913 F45/F45 F 378,750.00 ZZ
HEKMATI KAMRAN 180 377,679.50 1
24 HILLCREST DRIVE 8.250 3,674.41 75
8.000 3,674.41 505,500.00
GREAT NECK ESTA NY 11021 1 03/18/96 00
768804 05 05/01/96 0
768804 O 04/01/11
0
1491914 F45/F45 F 600,000.00 ZZ
TIERNEY JR WILLIAM J 180 598,147.82 1
67 GREEN WOODS ROAD 7.250 5,477.18 69
7.000 5,477.18 875,000.00
OLD TAPPAN NJ 07675 5 03/18/96 00
768895 05 05/01/96 0
768895 O 04/01/11
0
1491916 F45/F45 F 110,000.00 ZZ
NUNES ANIBAL S 180 109,667.79 1
76 HAVELL STREET 7.500 1,019.71 38
7.250 1,019.71 290,000.00
OSSINING NY 10562 2 03/19/96 00
769224 05 05/01/96 0
769224 O 04/01/11
0
1491917 F45/F45 F 100,000.00 ZZ
PERINI RAYMOND G 180 99,681.07 1
17 CARLEY AVENUE 6.875 891.85 23
6.625 891.85 436,500.00
HUNTINGTON NY 11743 5 03/19/96 00
770123 05 05/01/96 0
1
770123 O 04/01/11
0
1491918 F45/F45 F 154,000.00 ZZ
VUONG ABRAM B 180 153,574.33 1
404 EAST HIGHLANDS AVENUE 8.500 1,516.50 80
8.250 1,516.50 194,000.00
GALLOWAY NJ 08201 1 03/19/96 00
770164 05 05/01/96 0
770164 O 04/01/11
0
1491920 F45/F45 F 335,000.00 ZZ
VU BAO T 180 333,977.11 1
8805 MIRADOR PLACE 7.375 3,081.74 50
7.125 3,081.74 680,000.00
MCLEAN VA 22102 2 03/20/96 00
770412 09 05/01/96 0
770412 O 04/01/11
0
1491921 F45/F45 F 52,000.00 ZZ
MCHUTCHINSON THOMAS 180 51,834.16 1
10 ROUSHEY STREET 6.875 463.76 69
6.625 463.76 75,500.00
DALLAS PA 18612 5 03/20/96 00
770438 05 05/01/96 0
770438 O 04/01/11
0
1491922 F45/F45 F 990,000.00 ZZ
O'HANLON MICHAEL J 180 986,910.40 1
41 RIPPOWAM ROAD 7.125 8,967.73 55
6.875 8,967.73 1,800,000.00
NEW CANAAN CT 06840 2 03/20/96 00
770453 05 05/01/96 0
770453 O 04/01/11
0
1491923 F45/F45 F 300,000.00 ZZ
ABELSON ROGER T 180 299,123.40 1
8 CARDINAL COURT 7.875 2,845.35 64
7.625 2,845.35 470,000.00
GLEN COVE NY 11542 1 03/21/96 00
770677 09 05/01/96 0
770677 O 04/01/11
0
1
1491924 F45/F45 F 292,500.00 ZZ
FELDMAN TOBY 180 291,587.16 1
UNIT 32F 20 WEST 64TH STREET 7.125 2,649.56 75
6.875 2,649.56 390,000.00
NEW YORK NY 10023 1 03/22/96 00
770826 01 05/01/96 0
770826 O 04/01/11
0
1491925 F45/F45 F 250,000.00 ZZ
STUDER JAMES E 180 249,193.98 1
737 ROCK RIMMON ROAD 6.750 2,212.27 60
6.500 2,212.27 420,000.00
STAMFORD CT 06903 2 03/22/96 00
770875 05 05/01/96 0
770875 O 04/01/11
0
1491926 F45/F45 F 117,600.00 ZZ
PANTAZIS LOUISE 180 117,278.56 1
865 EAST BAY DRIVE 8.625 1,166.69 80
8.375 1,166.69 148,000.00
WEST ISLIP NY 11795 1 03/25/96 00
771329 05 05/01/96 0
771329 O 04/01/11
0
1491927 F45/F45 F 200,000.00 ZZ
WALSH J C 180 199,395.98 1
14 CHERRY LANE 7.500 1,854.02 76
7.250 1,854.02 265,000.00
SETAUKET NY 11733 1 03/25/96 00
771394 05 05/01/96 0
771394 O 04/01/11
0
1491928 F45/F45 F 95,000.00 ZZ
MYZWINSKI EDWARD J 180 94,719.33 1
14 BALSAM DRIVE 7.750 894.21 44
7.500 894.21 219,000.00
HICKSVILLE NY 11801 1 03/26/96 00
771410 05 05/01/96 0
771410 O 04/01/11
0
1491929 F45/F45 F 92,250.00 ZZ
BURNS TIMOTHY J 180 91,958.95 1
202 BEECH STREET 7.000 829.17 75
(WAVERLY) 6.750 829.17 123,000.00
1
ABINGTON TWP PA 18471 5 03/25/96 00
771691 05 05/01/96 0
771691 O 04/01/11
0
1491931 F45/F45 F 44,000.00 ZZ
SEARIGHT GEORGE 180 43,870.01 1
25 COGSWELL PLACE 7.750 414.16 52
7.500 414.16 85,000.00
NEW BRUNSWICK NJ 08901 1 03/28/96 00
772285 05 05/01/96 0
772285 O 04/01/11
0
1491934 363/728 F 266,000.00 ZZ
MILLER R A 180 265,231.30 1
535 RETREAT LANE NORTH 8.000 2,542.03 70
7.750 2,542.03 380,000.00
POWELL OH 43065 2 04/01/96 00
0380410317 05 05/01/96 0
1814000156 O 04/01/11
0
1492270 F45/F45 F 405,000.00 T
BRODSKY BERT 180 400,271.42 1
42 JACOBS WAY 8.000 3,870.39 63
7.750 3,870.39 650,000.00
SAGOPONACK NY 11962 1 12/22/95 00
485581 05 02/01/96 0
485581 O 01/01/11
0
1492279 F45/F45 F 185,000.00 ZZ
PAHIAKOS GEORGE 180 184,422.65 1
47 CRANFORD DRIVE 7.125 1,675.79 49
6.875 1,675.79 385,000.00
NEW CITY NY 10956 1 03/11/96 00
487678 05 05/01/96 0
487678 O 04/01/11
0
1492381 F45/F45 F 364,000.00 ZZ
SUSSMAN EDWARD 180 362,839.07 1
49 EATON COURT 6.875 3,246.35 61
6.625 3,246.35 600,000.00
NORTH HILLS NY 11030 1 02/29/96 00
532168 01 05/01/96 0
532168 O 04/01/11
0
1
1493656 450/728 F 240,000.00 ZZ
HUNT JAMES L 180 240,000.00 1
11083 KINGSBURY RD 7.000 2,157.19 80
6.750 2,157.19 300,000.00
BARRY TWP MI 49048 5 03/27/96 00
0380410119 05 06/01/96 0
4208443 O 05/01/11
0
1493768 721/728 F 270,000.00 ZZ
TWELMEYER JOHN M 180 269,193.48 1
6169 MEADOW LANE 7.625 2,522.15 75
7.375 2,522.15 360,000.00
HAZELHURST WI 54531 2 03/07/96 00
0380413295 05 05/01/96 0
0921718 O 04/01/11
0
1493895 450/728 F 487,000.00 ZZ
DINUCCI JOSEPH E 180 479,553.50 1
20367 LJEPAVA DRIVE 7.500 4,514.55 64
7.250 4,514.55 770,000.00
SARATOGA CA 95070 2 11/17/95 00
0380406711 05 01/01/96 0
3960697 O 12/01/10
0
1493912 668/728 F 435,000.00 ZZ
FREEMAN MICHAEL L 180 433,671.77 1
13905 212TH DRIVE NORTHEAST 7.375 4,001.67 75
7.125 4,001.67 580,000.00
WOODINVILLE WA 98072 1 03/12/96 00
0380415092 03 05/01/96 0
6330302 O 04/01/11
0
1493927 698/698 F 335,250.00 ZZ
PORE, III STANLEY C 180 334,323.35 1
10934 OSO AVENUE 8.500 3,301.34 75
8.250 3,301.34 450,000.00
CHATSWORTH (ARE CA 91311 1 03/21/96 00
16252132 03 05/01/96 0
16252132 O 04/01/11
0
1493941 637/728 F 300,000.00 ZZ
DOBSON WILLIAM K 180 300,000.00 1
1
6 SOUTH QUIETWOOD LANE 8.000 2,866.96 58
7.750 2,866.96 520,000.00
SANDY UT 84092 5 04/08/96 00
0380416017 03 06/01/96 0
4943064 O 05/01/11
0
1493942 637/728 F 243,750.00 ZZ
SOOKNANDAN ANGAAD 180 243,750.00 1
3834 CARREL BLVD 8.375 2,382.48 75
8.125 2,382.48 325,000.00
OCEANSIDE NY 11572 1 04/02/96 00
0380416108 05 06/01/96 0
4741567 O 05/01/11
0
1493944 637/728 F 133,000.00 ZZ
AWAD KARAM S 180 132,611.37 2
25-80 42ND STREET 7.875 1,261.44 70
7.625 1,261.44 190,000.00
ASTORIA NY 11103 1 03/28/96 00
0380415654 05 05/01/96 0
4737409 O 04/01/11
0
1493945 637/728 F 450,000.00 ZZ
TREPANIER JOHN M 180 448,699.56 1
132 RIVERSIDE AVENUE 8.000 4,300.44 75
7.750 4,300.44 600,000.00
GREENWICH CT 06879 5 03/25/96 00
0380416280 05 05/01/96 0
4829131 O 04/01/11
0
1493965 025/025 F 375,000.00 ZZ
WOLF RODNEY K 171 372,476.60 1
2498 PRINCETON COURT 7.250 3,523.53 50
7.000 3,523.53 756,690.00
FORT LAUDERDALE FL 33327 4 02/08/96 00
432816 03 04/01/96 0
432816 O 06/01/10
0
1494037 375/728 F 73,000.00 ZZ
SIEGEL KURT E 180 72,784.33 1
648 TEICH DRIVE 7.750 687.13 28
7.500 687.13 267,500.00
YARDLEY PA 19067 2 03/04/96 00
0380411497 05 05/01/96 0
1
323981 O 04/01/11
0
1494157 E22/728 F 230,000.00 ZZ
SOLANKI PRATAP P 180 230,000.00 1
3900 SOMERSET AVENUE 7.875 2,181.43 61
7.625 2,181.43 380,000.00
CASTRO VALLEY CA 94546 5 03/28/96 00
0410036255 05 06/01/96 0
410036255 O 05/01/11
0
1494193 267/267 F 250,000.00 ZZ
MARK JOHN G 180 249,253.21 1
1640 SIERRA BONITA LN 7.625 2,335.33 63
7.375 2,335.33 400,000.00
PASADENA CA 91106 5 03/15/96 00
4397271 05 05/01/96 0
4397271 O 04/01/11
0
1494195 267/267 F 286,000.00 ZZ
PATEL LALLUBHAI 180 285,097.68 1
113 ALDENGLEN DRIVE 7.000 2,570.65 74
6.750 2,570.65 388,000.00
SOUTH SAN FRANC CA 94080 2 03/16/96 00
4401127 05 05/01/96 0
4401127 O 04/01/11
0
1494213 232/232 F 536,000.00 ZZ
POWERS JR ROBERT R 180 534,468.12 1
2005 SALT MYRTLE LANE 8.125 5,161.05 77
7.875 5,161.05 700,000.00
ORANGE PARK FL 32073 2 03/25/96 00
379403 03 05/01/96 0
379403 O 04/01/11
0
1494223 961/728 F 432,000.00 ZZ
STOUTLAND FREDERICKA 180 430,737.70 1
24492 PARK GRANADA 7.875 4,097.30 80
7.625 4,097.30 540,000.00
CALABASAS CA 91302 2 03/20/96 00
0380415274 03 05/01/96 0
9108727 O 04/01/11
0
1
1494385 450/450 F 330,557.11 ZZ
BARDWELL CHARLES W 180 319,631.11 1
8776 BOULDER RISE 9.000 3,352.73 72
8.750 3,352.73 460,000.00
EDEN PRAIRIE MN 55347 2 04/11/95 00
2347870 05 06/01/95 0
2347870 O 05/01/10
0
1494394 559/728 F 272,000.00 ZZ
SHAVER CHRISTOPHJ 180 272,000.00 1
3640 SW 44TH AVENUE 7.250 2,482.99 80
7.000 2,482.99 340,000.00
PORTLAND OR 97221 1 04/05/96 00
0380416405 03 06/01/96 0
1603019 O 05/01/11
0
1494412 E19/728 F 350,000.00 ZZ
IONOV STANISLAV 180 350,000.00 1
26025 MULHOLLAND HIGHWAY 8.375 3,420.99 90
LOS ANGELES COUNTY 8.125 3,420.99 392,500.00
CALABASAS AREA CA 91302 1 04/09/96 11
0380416157 05 06/01/96 25
146532 O 05/01/11
0
1494521 721/728 F 405,000.00 ZZ
HERBEK EUGENE N 180 403,749.79 1
3909 SYLVIAN WAY 7.250 3,697.09 90
7.000 3,697.09 450,000.00
SIOUX CITY IA 51104 2 03/15/96 04
0380414806 05 05/01/96 12
0940908 O 04/01/11
0
1494543 403/403 F 254,800.00 ZZ
RALABATE JAMES P 180 254,800.00 1
25 ARROWWOOD PLACE 6.875 2,272.45 66
6.625 2,272.45 387,000.00
STRATFORD CT 06497 2 04/11/96 00
6441620 05 06/01/96 0
6441620 O 05/01/11
0
1494587 B76/728 F 315,000.00 ZZ
DINGWALL DOUGLAS J 180 313,995.35 1
848 MILFORD ROAD 6.875 2,809.34 69
6.625 2,809.34 460,000.00
1
HOLLY MI 48442 5 03/11/96 00
0380422312 05 05/01/96 0
000187097 O 04/01/11
0
1494602 B76/728 F 550,000.00 ZZ
PATEL PIYUSH C 180 548,245.84 1
5106 MERRIMAN RD 6.875 4,905.20 51
6.625 4,905.20 1,080,000.00
JACKSON MI 49201 5 03/07/96 00
0380414012 05 05/01/96 0
187797 O 04/01/11
0
1494656 375/728 F 224,000.00 ZZ
LIN SHAN C 180 223,352.66 1
9 WARREN DRIVE 8.000 2,140.67 70
7.750 2,140.67 324,000.00
SAN FRANCISCO CA 94131 1 03/12/96 00
0380418039 05 05/01/96 0
613764 O 04/01/11
0
1494659 766/728 F 39,000.00 ZZ
THURSTON GENE H 180 39,000.00 1
1264 PORPOISE ROAD 8.750 389.78 75
8.500 389.78 52,000.00
VENICE FL 34293 1 04/11/96 00
0380426099 05 06/01/96 0
96GR0067 O 05/01/11
0
1494690 E22/728 F 206,000.00 ZZ
BAUER MANFRED 180 206,000.00 1
213 DONALD TERRACE 8.500 2,028.56 55
8.250 2,028.56 380,000.00
GLENVIEW IL 60025 2 04/08/96 00
0410100168 05 06/01/96 0
410100168 O 05/01/11
0
1494740 976/728 F 350,000.00 ZZ
KROON DAVID 180 348,919.55 1
16403 AGUSTA COURT 7.250 3,195.03 64
7.000 3,195.03 550,000.00
SPRING TX 77379 2 03/21/96 00
0380417494 03 05/01/96 0
851193 O 04/01/11
0
1
1494741 375/728 F 185,000.00 ZZ
PEITSCH HARRY 180 184,459.43 1
830 50TH COURT 7.875 1,754.63 34
3 7.625 1,754.63 550,000.00
MARATHON FL 33050 2 03/21/96 00
0380421769 05 05/01/96 0
3007255318 O 04/01/11
0
1494742 976/728 F 330,000.00 ZZ
MAZAREAS JEAN R 180 329,056.85 1
2 SEAN WAY 8.125 3,177.52 51
7.875 3,177.52 650,000.00
MARBLEHEAD MA 01945 2 03/25/96 00
0380416850 05 05/01/96 0
797985 O 04/01/11
0
1494847 375/728 F 138,000.00 ZZ
BRIZZI CHARLES R 180 137,583.22 1
8237 RESERVOIR RD 7.500 1,279.28 53
7.250 1,279.28 265,000.00
FULTON MD 20759 2 03/22/96 00
0380425588 05 05/01/96 0
324328 O 04/01/11
0
1494989 998/728 F 350,000.00 ZZ
YONG CARLOS J 180 348,965.95 1
1905 SYCAMORE DRIVE 7.750 3,294.47 75
7.500 3,294.47 468,000.00
SAN MARINO CA 91108 2 03/15/96 00
0380412826 05 05/01/96 0
99349854 O 04/01/11
0
1495053 E57/728 F 200,000.00 ZZ
NGUYEN MINH K 180 199,428.40 1
7 MAHOGANY DRIVE 8.125 1,925.77 41
7.875 1,925.77 495,990.00
IRVINE CA 92720 1 03/28/96 00
0380421587 03 05/01/96 0
45742005179 O 04/01/11
0
1495073 998/728 F 299,000.00 ZZ
DALE LINDA E 180 298,096.98 1
1
3565 THIRD AVENUE 7.500 2,771.77 75
7.250 2,771.77 400,000.00
SAN DIEGO CA 92103 5 03/25/96 00
0380412818 05 05/01/96 0
79994653 O 04/01/11
0
1495092 533/728 F 416,000.00 T
MARKOVITZ JACK 180 416,000.00 1
38898 WATERVIEW DRIVE 8.500 4,096.52 75
8.250 4,096.52 555,000.00
BIG BEAR LAKE CA 92315 4 04/15/96 00
0380418591 05 06/01/96 0
2221570 O 05/01/11
0
1495126 317/728 F 320,000.00 ZZ
BRETTON PAUL H 180 318,103.05 1
9652 MEADOW MESA DRIVE 7.750 3,012.09 66
7.500 3,012.09 485,000.00
ESCONDIDO CA 92026 5 02/07/96 00
0380415498 05 04/01/96 0
227568 O 03/01/11
0
1495164 686/728 F 170,000.00 ZZ
JARDINE BRUCE 180 170,000.00 1
1098 PLEASANT STREET, LOT 16 7.400 1,566.28 68
7.150 1,566.28 252,858.00
SOUTHINGTON CT 06489 1 04/04/96 00
0380417940 05 06/01/96 0
30817328271 O 05/01/11
0
1495165 686/728 F 50,000.00 ZZ
ASCAREGGI JAMES 180 48,992.60 1
6811 W SHAKESPEARE 8.000 477.83 39
7.750 477.83 130,000.00
CHICAGO IL 60635 2 03/29/96 00
0380417957 05 05/01/96 0
30817399595 O 04/01/11
0
1495169 686/728 F 280,000.00 ZZ
BERHANE TSEGAI B 180 280,000.00 1
13154 SW 25TH PLACE 7.150 2,540.26 80
6.900 2,540.26 350,000.00
DAVIE FL 33330 1 04/04/96 00
0380418054 03 06/01/96 0
1
30816726426 O 05/01/11
0
1495170 686/728 F 128,900.00 ZZ
LYN JEAN 180 128,900.00 1
18997 N 90TH WAY 7.700 1,209.62 68
7.450 1,209.62 190,000.00
SCOTTSDALE AZ 85255 2 03/27/96 00
0380418062 03 06/01/96 0
30816727911 O 05/01/11
0
1495171 686/728 F 110,000.00 ZZ
DZIURKIEWICZ MIROSLAW 180 110,000.00 1
5411 NORTH LIEB AVENUE 8.250 1,067.16 67
8.000 1,067.16 165,000.00
CHICAGO IL 60630 5 04/01/96 00
0380418070 05 06/01/96 0
30817400641 O 05/01/11
0
1495172 686/728 F 150,000.00 ZZ
CHOI WON H 180 149,546.98 1
10941 NW SUPREME COURT 7.500 1,390.52 70
7.250 1,390.52 215,517.00
PORTLAND OR 97229 1 03/25/96 00
0380418088 05 05/01/96 0
30817466782 O 04/01/11
0
1495177 686/728 F 51,500.00 ZZ
RAGER GERALD J 180 51,500.00 1
420 COTTONPATCH ROAD 7.200 468.68 57
6.950 468.68 91,500.00
LAWRENCEVILLE GA 30245 1 04/05/96 00
0380418559 05 06/01/96 0
30816927479 O 05/01/11
0
1495180 686/728 F 85,000.00 ZZ
PINDER JOSEPH W 180 84,762.41 1
17356 66 COURT NORTH 8.375 830.82 68
8.125 830.82 126,000.00
LOXAHATCHEE FL 33470 5 04/04/96 00
0380418583 05 05/01/96 0
30817380652 O 04/01/11
0
1
1495186 686/728 F 400,000.00 ZZ
PURDY H M 180 400,000.00 1
2617 AQUA VISTA BLVD 8.370 3,908.54 56
8.120 3,908.54 725,000.00
FORT LAUDERDALE FL 33301 5 04/05/96 00
0380419284 05 06/01/96 0
30817349707 O 05/01/11
0
1495187 686/728 F 57,500.00 ZZ
PETERSON RICHARD I 180 57,500.00 1
5182 MILLER ROAD 8.000 549.50 71
7.750 549.50 82,000.00
LILBURN GA 30247 2 04/05/96 00
0380419300 05 06/01/96 0
30817380918 O 05/01/11
0
1495188 686/728 F 443,100.00 ZZ
ESTBY DWIGHT B 180 443,100.00 1
33030 OLD PARRETT MTN RD 8.375 4,330.98 71
8.125 4,330.98 625,000.00
NEWBERG OR 97132 2 03/28/96 00
0380419326 05 06/01/96 0
30817466873 O 05/01/11
0
1495189 686/728 F 87,000.00 ZZ
DAGDA ZENABBEN G 180 87,000.00 1
10 CIPOLLA DRIVE 7.500 806.51 75
7.250 806.51 116,000.00
EAST HARTFORD CT 06118 2 04/05/96 00
0380419342 05 06/01/96 0
30817503394 O 05/01/11
0
1495197 686/728 F 60,000.00 ZZ
CARROLL III CHARLES R 180 60,000.00 1
4711 OLDS AVENUE 8.250 582.09 75
8.000 582.09 80,000.00
MEMPHIS TN 38128 1 04/12/96 00
0380419219 05 06/01/96 0
30817220957 O 05/01/11
0
1495198 686/728 F 63,000.00 ZZ
WEINSIER RICHARD H 180 63,000.00 1
1855 NE 197TH TERRACE 7.550 585.81 32
7.300 585.81 200,000.00
1
MIAMI FL 33179 5 04/08/96 00
0380418740 05 06/01/96 0
30817324056 O 05/01/11
0
1495203 686/728 F 66,700.00 ZZ
TALLYN PEGGY L 180 66,700.00 1
715 NE 21 DRIVE 8.625 661.72 75
8.375 661.72 89,000.00
WILTON MANORS FL 33305 1 04/15/96 00
0380418856 05 06/01/96 0
30817380595 O 05/01/11
0
1495205 686/728 F 295,000.00 ZZ
PAUL DARNELL V 180 295,000.00 1
18383 CORRAL DEL CIELO 7.350 2,709.61 76
7.100 2,709.61 390,000.00
SALINAS CA 93908 2 04/05/96 00
0380418294 05 06/01/96 0
30817547730 O 05/01/11
0
1495207 686/728 F 288,000.00 ZZ
BRIGHT KENNETH M 180 288,000.00 1
9167 HIGHLAND RIDGE WAY 7.850 2,727.40 80
7.600 2,727.40 360,000.00
TAMPA FL 33647 1 04/16/96 00
0380418328 03 06/01/96 0
30817278104 O 05/01/11
0
1495214 686/728 F 72,000.00 ZZ
DABROWSKI ZBIGNIEW 180 72,000.00 1
4840 9TH AVENUE E 7.500 667.45 75
7.250 667.45 96,000.00
BRADENTON FL 34208 1 04/15/96 00
0380418187 03 06/01/96 0
30817378367 O 05/01/11
0
1495215 686/728 F 25,000.00 ZZ
PARPANA FELICITASS 180 25,000.00 1
4211 N SAWYER 8.500 246.19 21
8.250 246.19 120,000.00
CHICAGO IL 60618 2 04/11/96 00
0380419235 05 06/01/96 0
30817401128 O 05/01/11
0
1
1495216 686/728 F 56,000.00 ZZ
HIGGINS CHARLIE 180 56,000.00 1
4516 OAK DRIVE 8.000 535.17 70
7.750 535.17 80,500.00
PINSON AL 35126 5 04/12/96 00
0380418146 05 06/01/96 0
30817425093 O 05/01/11
0
1495225 686/728 F 45,000.00 ZZ
ROSATI COLLEEN M 180 45,000.00 1
3116 MAGEE AVENUE 8.750 449.76 55
8.500 449.76 82,000.00
PHILADELPHIA PA 19149 1 04/08/96 00
0380418179 07 06/01/96 0
30817506793 O 05/01/11
0
1495245 181/181 F 287,600.00 ZZ
DUKE BEN T 180 285,819.00 1
360 ROSELAND PLACE 7.250 2,625.40 53
7.000 2,625.40 550,000.00
MEMPHIS TN 38111 5 02/12/96 00
5052963 05 04/01/96 0
5052963 O 03/01/11
0
1495253 601/728 F 270,000.00 ZZ
NIELSEN JR RICHARD M 180 270,000.00 1
29495 EAST RIVER RD 7.250 2,464.73 80
7.000 2,464.73 340,000.00
GROSSE ILE MI 48138 1 04/02/96 00
0380417148 05 06/01/96 0
1064990 O 05/01/11
0
1495413 018/728 F 300,000.00 ZZ
NELSON III WAYNE B 180 300,000.00 1
2024 TRAMMEL CHASE DRIVE 7.125 2,717.50 78
6.875 2,717.50 385,000.00
BIRMINGHAM AL 35244 1 04/16/96 00
0380422643 05 06/01/96 0
232612 O 05/01/11
0
1495462 439/439 F 457,500.00 ZZ
BAHL KENNETH S 180 457,500.00 1
1
20915 SULLIVAN WAY 7.900 4,345.74 75
7.650 4,345.74 610,000.00
SARATOGA CA 95070 1 04/01/96 00
1839453 05 06/01/96 0
1839453 O 05/01/11
0
1495466 439/728 F 245,000.00 ZZ
SEAMAN JESSE 180 245,000.00 1
33 PONDVIEW ROAD 8.550 2,419.80 56
8.300 2,419.80 445,000.00
RYE NY 10580 1 04/09/96 00
0380422965 05 06/01/96 0
1846637 O 05/01/11
0
1495467 439/728 F 235,000.00 ZZ
GREENSPOON JEFFREY 180 235,000.00 1
123 NORTH LA JOLLA AVENUE 8.300 2,286.68 74
8.050 2,286.68 320,000.00
LOS ANGELES CA 90048 2 04/05/96 00
0380421272 05 06/01/96 0
1848485 O 05/01/11
0
1495468 439/728 F 259,000.00 ZZ
GARRETT KENDIS N 180 259,000.00 1
5945 NW 80TH TERRACE 8.200 2,505.14 71
7.950 2,505.14 365,000.00
PARKLAND FL 33067 2 04/08/96 00
0380422379 05 06/01/96 0
1848655 O 05/01/11
0
1495469 439/728 F 368,000.00 ZZ
LEE ROBERT Y 180 368,000.00 1
7628 MARINA COVE DRIVE 8.100 3,538.08 67
7.850 3,538.08 555,000.00
SACRAMENTO CA 95831 5 04/08/96 00
0380421330 05 06/01/96 0
1848877 O 05/01/11
0
1495470 439/728 F 300,000.00 ZZ
BIKHAZI GEORGE B 180 299,144.50 1
8850 SW 67TH COURT 8.150 2,893.00 67
7.900 2,893.00 450,000.00
MIAMI FL 33156 1 03/29/96 00
0380422338 07 05/01/96 0
1
1849135 O 04/01/11
0
1495491 232/232 F 62,000.00 ZZ
ALLRED GERALD 180 62,000.00 1
133 BRIARPATCH ROAD 7.875 588.04 46
7.625 588.04 137,000.00
EATONTON GA 31024 2 04/10/96 00
12913493 05 06/01/96 0
12913493 O 05/01/11
0
1495507 163/728 F 243,650.00 ZZ
HOCK RICHARD A 180 242,173.68 1
6948 LAKEWOOD DRIVE 7.500 2,258.67 90
7.250 2,258.67 270,770.00
MASON OH 45040 1 02/28/96 14
0380425034 03 04/01/96 25
960241 O 03/01/11
0
1495508 163/728 F 331,000.00 ZZ
KRATTLI GENE M 180 330,000.34 1
877 A MT DALLAS ROAD 7.500 3,068.41 62
7.250 3,068.41 535,000.00
FRIDAY HARBOR WA 98250 5 03/22/96 00
0380424995 05 05/01/96 0
2115215199 O 04/01/11
0
1495511 163/728 F 260,000.00 ZZ
MCMAHON DAVID F 180 259,231.85 1
29 PURITAN LANE 7.750 2,447.32 80
7.500 2,447.32 329,000.00
SWAMPSCOTT MA 01907 1 03/19/96 00
0380424979 05 05/01/96 0
372149011 O 04/01/11
0
1495517 163/728 F 322,000.00 ZZ
AIZPURU RICHARD N 180 321,089.90 1
200 MEADOW STREET 8.250 3,123.85 72
8.000 3,123.85 453,000.00
LITCHFIELD CT 06759 2 02/28/96 00
0380425059 05 05/01/96 0
21516268 O 04/01/11
0
1
1495528 E22/728 F 945,000.00 ZZ
FESHBACH JOSEPH 180 945,000.00 1
27600 EDGERTON ROAD 8.250 9,167.83 70
8.000 9,167.83 1,350,000.00
LOS ALTOS HILLS CA 94022 2 03/29/96 00
0410097273 05 06/01/96 0
410097273 O 05/01/11
0
1495581 106/106 F 232,200.00 ZZ
SCHMIDT HARRIS J 180 231,483.21 1
9033 HYLAND CREEK ROAD 7.250 2,119.67 90
7.000 2,119.67 258,000.00
BLOOMINGTON MN 55437 1 03/07/96 14
9913948 05 05/01/96 12
9913948 O 04/01/11
0
1495612 593/728 F 266,250.00 ZZ
RICHMAN GLEN M 180 266,250.00 1
6972 SOUTH SUNRISE HILLS CIR 8.000 2,544.43 75
CIRCLE 7.750 2,544.43 355,000.00
SALT LAKE CITY UT 84121 5 04/10/96 00
0380421280 05 06/01/96 0
6587265 O 05/01/11
0
1495628 439/728 F 258,500.00 ZZ
OGLES STEVEN L 180 257,715.86 1
828 "H" AVENUE 7.450 2,388.99 56
7.200 2,388.99 465,000.00
CORONADO CA 92118 2 03/04/96 00
0380422981 05 05/01/96 0
18403196 O 04/01/11
0
1495635 559/728 F 305,600.00 ZZ
BERRYHILL MICHAEL J 180 305,600.00 1
102 MEADOWLAND DRIVE 8.250 2,964.75 80
8.000 2,964.75 382,000.00
MILPITAS CA 95035 2 04/09/96 00
0380423948 03 06/01/96 0
0473439 O 05/01/11
0
1495995 253/253 F 361,000.00 ZZ
STEWART THOMAS B 180 361,000.00 1
616 REDBUD COURT 7.875 3,423.91 79
7.625 3,423.91 460,000.00
1
CEDAR HILL TX 75104 2 04/18/96 00
316903 05 06/01/96 0
316903 O 05/01/11
0
1496007 163/728 F 240,000.00 ZZ
NAKAMURA BRUCE K 180 237,073.38 1
4358 PEBBLE BEACH DRIVE 7.500 2,224.83 75
7.250 2,224.83 320,000.00
STOCKTON CA 95219 1 12/13/95 00
0380426065 03 02/01/96 0
715045265 O 01/01/11
0
1496077 369/728 F 260,000.00 ZZ
SMITH RONALD J 180 260,000.00 1
7821 PAYNE'S LANDING ROAD 7.500 2,410.24 80
7.250 2,410.24 325,000.00
GLOUCESTER VA 23061 4 04/12/96 00
0380425711 05 06/01/96 0
0048547434 O 05/01/11
0
1496460 626/728 F 265,000.00 ZZ
SOLIS JOSE R 180 265,000.00 1
6362 BUCKEYE LANE 8.500 2,609.56 67
8.250 2,609.56 400,000.00
ROSEVILLE CA 95746 5 04/15/96 00
0380425885 05 06/01/96 0
6607196 O 05/01/11
0
1496467 976/728 F 293,500.00 ZZ
HERNANDEZ EDWARD P 180 293,500.00 1
1044 EAST HILLS DRIVE 7.375 2,699.98 78
7.125 2,699.98 380,000.00
WEST COVINA CA 91791 2 04/04/96 00
0380425661 05 06/01/96 0
817519 O 05/01/11
0
1496468 976/728 F 399,000.00 ZZ
CHEN GEORGE C 180 399,000.00 1
515 ALSTER AVENUE 8.000 3,813.06 72
7.750 3,813.06 560,000.00
ARCADIA CA 91006 2 04/02/96 00
0380425109 05 06/01/96 0
867720 O 05/01/11
0
1
1496584 025/025 F 223,000.00 ZZ
MAIDA THOMAS J 180 221,619.06 1
1978 CHATSWORTH WAY 7.250 2,035.68 75
7.000 2,035.68 300,000.00
TALLAHASSEE FL 32308 2 02/21/96 00
365558 05 04/01/96 0
365558 O 03/01/11
0
1496585 317/728 F 255,000.00 ZZ
DECKER WILLIAM A 180 253,386.27 1
11017 BLENHEIM DRIVE 7.000 2,292.02 75
6.750 2,292.02 340,000.00
OAKTON VA 22124 5 02/14/96 00
0380424847 05 04/01/96 0
232700 O 03/01/11
0
1496592 025/025 F 440,000.00 ZZ
CAMPBELL PHILIP D 180 437,275.26 1
810 ISKAGNA DRIVE 7.250 4,016.60 80
7.000 4,016.60 550,000.00
KNOXVILLE TN 37919 2 02/23/96 00
313555 05 04/01/96 0
313555 O 03/01/11
0
1496594 025/025 F 225,000.00 ZZ
MILLER JAY H 180 224,305.44 1
13 MOUNTAIN LAKE DRIVE 7.250 2,053.94 75
7.000 2,053.94 300,000.00
FLAT ROCK NC 28731 2 03/04/96 00
564721 05 05/01/96 0
564721 O 04/01/11
0
1496598 025/025 F 247,700.00 ZZ
BHANSALI SANJAY A 180 246,199.16 1
2048 KINSMON DRIVE 7.500 2,296.21 68
7.125 2,296.21 365,000.00
MARIETTA GA 30062 2 02/23/96 00
508458 05 04/01/96 0
508458 O 03/01/11
0
1496599 025/025 F 277,500.00 ZZ
ELSAYED MOHAMED H 180 275,781.57 1
1
560 NW 108 AVENUE 7.250 2,533.19 78
7.000 2,533.19 360,000.00
PLANTATION FL 33324 1 01/31/96 00
473665 05 04/01/96 0
473665 O 03/01/11
0
1496602 025/025 F 281,250.00 ZZ
VEDROS LOUIS A 180 280,391.24 1
138 MOCKINGBIRD LANE 7.375 2,587.28 75
7.000 2,587.28 375,000.00
MARATHON FL 33050 1 03/15/96 00
474249 05 05/01/96 0
474249 O 04/01/11
0
1496606 025/025 F 239,900.00 ZZ
CALVERT STEPHEN E 180 239,167.49 1
767 CUMBERLAND ROAD 7.375 2,206.90 80
7.000 2,206.90 299,900.00
ATLANTA GA 30306 1 03/08/96 00
816021 05 05/01/96 0
816021 O 04/01/11
0
1496676 601/728 F 267,700.00 ZZ
BROWN SR DAVID A 180 267,700.00 1
121 ATLANTIC AVENUE 7.375 2,462.63 56
7.125 2,462.63 478,000.00
PAWLEYS ISLAND SC 29585 2 04/04/96 00
0380417866 05 06/01/96 0
1066867 O 05/01/11
0
1496698 936/728 F 294,000.00 ZZ
BOTTS DELMAN C 180 290,216.91 1
37900 VULTURE MINE ROAD 6.875 2,622.06 70
6.625 2,622.06 420,000.00
WICKENBURG AZ 85390 2 12/01/95 00
0380421660 05 02/01/96 0
2003150 O 01/01/11
0
1496725 163/728 F 330,000.00 ZZ
SACHDEV ARVINDER 180 330,000.00 1
203 ROXBURY PARK 7.625 3,082.63 60
7.375 3,082.63 550,000.00
AMHERST NY 14051 5 04/01/96 00
0380427337 05 06/01/96 0
1
371614903 O 05/01/11
0
1496865 686/728 F 263,200.00 ZZ
GARCIA GUILLERMO 180 263,200.00 1
912 SE 6TH STREET 7.750 2,477.44 90
7.500 2,477.44 292,500.00
FT. LAUDERDALE FL 33316 1 04/19/96 10
0380419946 05 06/01/96 12
17458342 O 05/01/11
0
1496915 936/728 F 300,000.00 ZZ
JONES ROBERT F 180 299,123.40 1
2085 MIDDLE MESA DRIVE 7.875 2,845.35 73
7.625 2,845.35 415,000.00
WICKENBURG AZ 85390 5 03/22/96 00
0380425463 03 05/01/96 0
1848159 O 04/01/11
0
1496933 025/025 F 256,000.00 T
BATCHELOR NATALIE J 180 254,379.95 1
HEDDEN COVE 7.000 2,301.00 80
6.750 2,301.00 320,000.00
HIAWASSEE GA 30546 2 02/09/96 00
522370 05 04/01/96 0
522370 O 03/01/11
0
1496942 025/025 F 256,000.00 ZZ
COLES ROBERT A 180 255,192.33 1
38 COOL SPRINGS ROAD 7.000 2,301.00 80
6.750 2,301.00 320,000.00
SIGNAL MOUNTAIN TN 37377 2 02/28/96 00
326391 05 05/01/96 0
326391 O 04/01/11
0
1496950 025/025 F 275,000.00 ZZ
FREEMAN THOMAS B 180 272,381.95 1
14002 SHADY SHORES DRIVE 7.000 2,471.78 70
6.750 2,471.78 395,000.00
TAMPA FL 33613 2 01/26/96 00
444685 03 03/01/96 0
444685 O 02/01/11
0
1
1496959 025/025 F 300,000.00 ZZ
BLAZE KENNETH 180 298,101.52 1
10773 DENVER DRIVE 7.000 2,696.48 77
6.750 2,696.48 390,000.00
COOPER CITY FL 33026 1 02/26/96 00
474137 03 04/01/96 0
474137 O 03/01/11
0
1496963 025/025 F 250,000.00 ZZ
CASCIO JOHN T 180 247,619.95 1
890 GEORGIA AVE 7.000 2,247.07 38
6.750 2,247.07 660,000.00
WINTER PARK FL 32789 5 01/26/96 00
458614 05 03/01/96 0
458614 O 02/01/11
0
1496970 025/025 F 210,000.00 ZZ
SEIZ WILLIAM T 180 208,671.06 1
1044 HUTCHINGS MOUNTAIN ROAD 7.000 1,887.54 60
6.750 1,887.54 350,000.00
ROCKMART GA 30153 5 02/09/96 00
876109 05 04/01/96 0
876109 O 03/01/11
0
1496979 098/098 F 232,000.00 ZZ
BRAHMBHATT DEVENDRA 180 220,109.07 1
446 HUNGRY HARBOR ROAD 8.875 2,335.88 80
8.625 2,335.88 290,000.00
NORTH WOODMERE NY 11598 1 11/01/94 00
945950409 05 12/01/94 0
945950409 O 11/01/09
0
1497021 025/025 F 460,000.00 ZZ
BROTHERTON III WILLIAM D 180 457,088.96 1
2311 GOLF CLUB LANE 7.000 4,134.62 64
6.750 4,134.62 730,000.00
NASHVILLE TN 37215 5 02/22/96 00
255965 05 04/01/96 0
255965 O 03/01/11
0
1497022 025/025 F 403,000.00 ZZ
GREENFIELD III ROBERT T 180 395,101.20 1
5446 LICHENHEARTH COURT 7.000 3,622.28 74
6.750 3,622.28 550,000.00
1
STONE MOUNTAIN GA 30087 2 01/31/96 00
508459 05 03/01/96 0
508459 O 02/01/11
0
1497036 025/025 F 236,000.00 ZZ
MUTCHLER DAVID K 180 233,801.18 1
85 S ATLANTIC AVENUE #504 7.250 2,154.36 66
7.000 2,154.36 360,000.00
COCOA BEACH FL 32931 2 01/22/96 00
458615 08 03/01/96 0
458615 O 02/01/11
0
1497038 025/025 F 219,000.00 ZZ
BATCHELOR NATALIE J 180 217,614.11 1
5061 HODGKINS PLACE 7.000 1,968.43 75
6.750 1,968.43 292,000.00
LILBURN GA 30247 5 02/09/96 00
522369 05 04/01/96 0
522369 O 03/01/11
0
1497050 025/025 F 270,000.00 ZZ
KATZELL LAWRENCE A 180 268,346.10 1
1730 SW 2 AVENUE 7.375 2,483.79 74
7.125 2,483.79 368,368.00
BOCA RATON FL 33432 1 02/09/96 00
473882 03 04/01/96 0
473882 O 03/01/11
0
1497141 375/728 F 167,000.00 ZZ
JACOBS JEFFREY 180 166,495.64 1
59 POLDER DRIVE 7.500 1,548.11 51
7.250 1,548.11 331,500.00
LANGHORNE PA 19053 2 03/21/96 00
0380426321 05 05/01/96 0
UNKNOWN O 04/01/11
0
1497356 171/728 F 269,100.00 ZZ
BALCHUM AMY 180 269,100.00 1
2608 GEMINI COURT 8.250 2,610.65 90
8.000 2,610.65 299,000.00
CAMARILLO CA 93010 1 04/09/96 10
0380427360 05 06/01/96 12
25029192 O 05/01/11
0
1
1497404 F45/F45 F 78,614.26 ZZ
MCGEENEY PATRICK 124 77,756.26 1
643 NORTH DIRE AVENUE 7.250 902.67 55
7.000 902.67 145,000.00
WEST ISLIP NY 11795 2 06/12/91 00
119214 05 04/01/96 0
119214 O 07/01/06
0
1497407 601/728 F 260,000.00 ZZ
MROTEK JOHN R 180 260,000.00 1
4 JAMISON ROAD 7.250 2,373.45 55
7.000 2,373.45 480,000.00
LURAY VA 22835 2 04/09/96 00
0380423559 05 06/01/96 0
1060685110 O 05/01/11
0
1497410 F45/F45 F 148,885.35 ZZ
TAN ANGELINA Y 167 134,812.26 240
115 CENTRAL PARK WEST APT F-W 7.125 1,407.85 44
6.875 1,407.85 340,000.00
NEW YORK NY 10023 5 02/08/93 00
155234 11 05/01/94 0
155234 O 03/01/08
0
1497416 F45/F45 F 57,630.52 ZZ
BRADLEY WILLIAM R 130 57,630.52 1
65 BELMONT LANE 8.000 664.21 62
7.750 664.21 94,000.00
WILLMINGBORO NJ 08046 2 02/12/92 00
24240 05 06/01/96 0
24240 O 03/01/07
0
1497420 601/728 F 279,000.00 ZZ
PATEL JITENDRA K 180 279,000.00 1
204 FORK RIVER ROAD 7.000 2,507.74 90
6.750 2,507.74 310,000.00
SHERWOOD AR 72120 2 04/08/96 04
0380423849 05 06/01/96 12
1061487 O 05/01/11
0
1497565 608/728 F 260,000.00 ZZ
BARDIN SIMEON L 180 260,000.00 1
1
122 DERWEN ROAD 7.250 2,373.44 73
7.000 2,373.44 360,000.00
BALA CYNWYD PA 19004 2 04/20/96 00
0380432972 05 06/01/96 0
50012361 O 05/01/11
0
1497582 668/728 F 331,178.00 ZZ
CURTIS SYDNEY H 180 331,178.00 1
4001 RANDOM WAY 8.375 3,237.03 70
8.125 3,237.03 475,000.00
SACRAMENTO CA 95864 5 04/09/96 00
0380431974 05 06/01/96 0
6699342 O 05/01/11
0
1497637 562/728 F 68,300.00 ZZ
HOFSTEIN SHELDON 180 68,300.00 1
866 LONG ACRE AVENUE 7.750 642.90 22
7.500 642.90 317,000.00
NORTH WOODMERE NY 11581 2 04/16/96 00
0380427634 05 06/01/96 0
510685 O 05/01/11
0
1497932 998/728 F 226,000.00 ZZ
NOORI BAHMAN S 180 226,000.00 1
110 WOODVIEW CIRCLE 8.250 2,192.52 65
8.000 2,192.52 352,000.00
SAN RAMON CA 94583 2 04/09/96 00
0380422817 05 06/01/96 0
59576843 O 05/01/11
0
1498108 637/728 F 252,000.00 ZZ
HERMANN PHILIP M 180 252,000.00 1
7618 PLACID STREET 8.250 2,444.76 80
8.000 2,444.76 315,000.00
LAS VEGAS NV 89123 1 04/16/96 00
0380433863 05 06/01/96 0
4980488 O 05/01/11
0
1498149 163/728 F 237,550.00 ZZ
GOODWIN STEPHEN D 180 236,013.93 1
10 BELLEVUE AVENUE 6.750 2,102.10 78
6.500 2,102.10 308,000.00
MELROSE MA 02176 2 02/29/96 00
0380433657 05 04/01/96 0
1
372151436 O 03/01/11
0
1498491 998/728 F 220,000.00 ZZ
CROUTIER ROBERT S 180 220,000.00 1
2848 GREENWICH STREET 7.625 2,055.09 62
7.375 2,055.09 360,000.00
SAN FRANCISCO CA 94123 2 04/16/96 00
0380427964 05 06/01/96 0
99455552 O 05/01/11
0
1498531 208/728 F 231,000.00 ZZ
GONZALES DAVID A 180 231,000.00 1
314 WEST HOUGHTON ST 8.000 2,207.56 75
7.750 2,207.56 308,000.00
SANTA FE NM 87501 5 04/26/96 00
0380433129 05 06/01/96 0
33920 O 05/01/11
0
1498657 232/232 F 281,250.00 T
CANDLAND STEPHEN 180 281,250.00 1
UNIT "F" LOWER PINES 8.500 2,769.59 75
58 NORTH STREET 8.250 2,769.59 375,000.00
SUNDANCE UT 84604 1 04/18/96 00
1007918 01 06/01/96 0
1007918 O 05/01/11
0
1499513 429/429 F 220,000.00 ZZ
GREER HOWARD A 180 214,402.73 1
136 OLIVER ROAD 7.750 2,070.81 82
7.500 2,070.81 270,000.00
NEWTON MA 02168 2 09/21/95 14
21212162 05 11/01/95 6
21212162 O 10/01/10
0
1
TOTAL NUMBER OF LOANS : 629
TOTAL ORIGINAL BALANCE : 163,582,357.86
TOTAL PRINCIPAL BALANCE : 157,805,575.79
TOTAL ORIGINAL P+I : 1,530,070.59
TOTAL CURRENT P+I : 1,530,070.59
***************************
* END OF REPORT *
***************************
RUN ON : 05/23/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.34.02 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S13 CUTOFF : 05/01/96
POOL : 0004207
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST SPREAD RATE STRIP
------------------------------------------------------------------
1434393 .2500
188,381.70 .0800
7.8750 .0000
7.6250 .0000
7.5450 .5450
7.0000 .0000
1444978 .2500
157,707.60 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1462014 .2500
24,080.70 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1468664 .2500
288,346.91 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1472552 .2500
398,805.15 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1473478 .2500
217,950.27 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.9200 .0000
1
1473503 .2500
275,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 1.0950
7.0000 .0000
1474165 .2500
268,313.33 .0300
8.0000 .0000
7.7500 .0000
7.7200 .7200
7.0000 .0000
1474377 .2500
106,330.16 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7950 .0000
1474578 .2500
237,811.89 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1477813 .2500
204,072.99 .0800
7.5000 .0000
7.2500 .0000
7.1700 .1700
7.0000 .0000
1478174 .2500
382,801.61 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1478833 .2500
248,501.68 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1479064 .2500
278,284.83 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1
1479198 .2500
240,762.60 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1479228 .2500
124,630.69 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1479512 .2500
450,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1479513 .2500
348,965.95 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1479521 .2500
451,964.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .4200
7.0000 .0000
1479889 .2500
228,587.51 .0800
7.7500 .0000
7.5000 .0000
7.4200 .4200
7.0000 .0000
1480172 .2500
274,169.46 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1480713 .2500
395,122.31 .0800
7.5000 .0000
7.2500 .0000
7.1700 .1700
7.0000 .0000
1
1480759 .2500
335,483.06 .0800
6.5000 .0000
6.2500 .0000
6.1700 .0000
6.1700 .0000
1480924 .2500
238,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1482002 .2500
323,751.22 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1482790 .2500
560,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .1700
7.0000 .0000
1482801 .2500
53,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 1.2200
7.0000 .0000
1482907 .2500
236,060.25 .0300
8.7500 .0000
8.5000 .0000
8.4700 1.4700
7.0000 .0000
1482940 .2500
68,202.33 .0800
8.0000 .0000
7.7500 .0000
7.6700 .6700
7.0000 .0000
1483593 .2500
84,746.09 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1
1483662 .2500
74,788.02 .0800
8.2500 .0000
8.0000 .0000
7.9200 .9200
7.0000 .0000
1483957 .2500
261,483.84 .0800
7.6250 .0000
7.3750 .0000
7.2950 .2950
7.0000 .0000
1484307 .2500
287,256.53 .0300
7.5500 .0000
7.3000 .0000
7.2700 .2700
7.0000 .0000
1485509 .2500
104,189.36 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1485518 .2500
300,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1485747 .2500
59,653.35 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1485802 .2500
284,323.13 .0800
7.8750 .0000
7.6250 .0000
7.5450 .5450
7.0000 .0000
1485822 .2500
390,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 1.0950
7.0000 .0000
1
1486070 .2500
334,489.33 .0800
7.7500 .0000
7.5000 .0000
7.4200 .4200
7.0000 .0000
1486373 .2500
76,500.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .9200
7.0000 .0000
1486658 .2500
418,759.14 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1486816 .2500
260,172.78 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1486817 .2500
305,252.45 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1486818 .2500
339,940.21 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1486820 .2500
275,520.05 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1486821 .2500
328,043.78 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1
1486822 .2500
278,321.88 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1486823 .2500
644,201.56 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1486826 .2500
928,457.25 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1486827 .2500
319,990.61 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1486829 .2500
435,856.02 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1487460 .2500
200,911.21 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1487505 .2500
89,401.41 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1487562 .2500
324,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1
1487642 .2500
420,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1487739 .2500
611,773.54 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1488068 .2500
93,725.34 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1488117 .2500
252,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1488238 .2500
448,595.64 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1488344 .2500
296,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .8450
7.0000 .0000
1488355 .2500
231,299.33 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1488384 .2500
318,167.58 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1
1488394 .2500
216,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1488419 .2500
532,591.21 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1488420 .2500
357,672.11 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1488424 .2500
261,341.54 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1488425 .2500
441,110.96 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1488442 .2500
373,854.98 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1488698 .2500
99,714.20 .0300
8.1250 .0000
7.8750 .0000
7.8450 .8450
7.0000 .0000
1488782 .2500
113,072.29 .0300
8.0000 .0000
7.7500 .0000
7.7200 .7200
7.0000 .0000
1
1489061 .2500
298,101.52 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1489187 .2500
140,959.42 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1489196 .2500
209,379.57 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1489206 .2500
782,879.80 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1489213 .2500
385,725.08 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1489215 .2500
275,743.89 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1489224 .2500
246,744.27 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1489227 .2500
234,771.03 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1
1489231 .2500
29,909.39 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1489324 .2500
398,805.15 .0800
7.6250 .0000
7.3750 .0000
7.2950 .2950
7.0000 .0000
1489369 .2500
298,142.22 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1489524 .2500
69,797.71 .0300
8.0000 .0000
7.7500 .0000
7.7200 .7200
7.0000 .0000
1489710 .2500
456,072.23 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0000
6.8450 .0000
1489715 .2500
238,231.11 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1489746 .2500
367,860.92 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1489761 .2500
91,734.13 .0800
8.0000 .0000
7.7500 .0000
7.6700 .6700
7.0000 .0000
1
1489878 .2500
280,350.74 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1489879 .2500
300,033.74 .0300
6.8000 .0000
6.5500 .0000
6.5200 .0000
6.5200 .0000
1489880 .2500
390,789.90 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1489881 .2500
434,401.36 .0300
7.6500 .0000
7.4000 .0000
7.3700 .3700
7.0000 .0000
1489882 .2500
279,187.25 .0300
7.9500 .0000
7.7000 .0000
7.6700 .6700
7.0000 .0000
1489932 .2500
164,538.81 .0300
8.3750 .0000
8.1250 .0000
8.0950 1.0950
7.0000 .0000
1490023 .2500
89,739.91 .0800
8.0000 .0000
7.7500 .0000
7.6700 .6700
7.0000 .0000
1490053 .2500
370,364.62 .0800
7.8750 .0000
7.6250 .0000
7.5450 .5450
7.0000 .0000
1
1490073 .2500
598,266.09 .0300
8.0000 .0000
7.7500 .0000
7.7200 .7200
7.0000 .0000
1490117 .2500
317,091.15 .0300
8.1250 .0000
7.8750 .0000
7.8450 .8450
7.0000 .0000
1490203 .2500
1,000,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1490276 .2500
398,844.06 .0800
8.0000 .0000
7.7500 .0000
7.6700 .6700
7.0000 .0000
1490281 .2500
235,325.51 .0300
8.1250 .0000
7.8750 .0000
7.8450 .8450
7.0000 .0000
1490340 .2500
299,142.60 .0300
8.1250 .0000
7.8750 .0000
7.8450 .8450
7.0000 .0000
1490346 .2500
368,918.86 .0300
7.8750 .0000
7.6250 .0000
7.5950 .5950
7.0000 .0000
1490444 .2500
263,697.10 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1
1490471 .2500
297,488.86 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1490580 .2500
229,297.72 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0950
7.0000 .0000
1490645 .2500
99,704.55 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1490646 .2500
77,370.73 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1490647 .2500
289,677.10 .0300
8.2250 .0000
7.9750 .0000
7.9450 .9450
7.0000 .0000
1490652 .2500
149,559.56 .0300
7.8200 .0000
7.5700 .0000
7.5400 .5400
7.0000 .0000
1490653 .2500
50,157.82 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1490654 .2500
319,012.16 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1
1490661 .2500
291,647.19 .0300
7.9000 .0000
7.6500 .0000
7.6200 .6200
7.0000 .0000
1490662 .2500
84,546.68 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1490663 .2500
254,844.84 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1490666 .2500
58,026.14 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1490667 .2500
59,818.79 .0300
7.5000 .0000
7.2500 .0000
7.2200 .2200
7.0000 .0000
1490668 .2500
279,208.60 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1490678 .2500
42,881.14 .0300
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6.7200 .0000
1497565 .2500
260,000.00 .0300
7.2500 .0000
7.0000 .0000
6.9700 .0000
6.9700 .0000
1497582 .2500
331,178.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 1.0950
7.0000 .0000
1497637 .2500
68,300.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .4700
7.0000 .0000
1
1497932 .2500
226,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1498108 .2500
252,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .9700
7.0000 .0000
1498149 .2500
236,013.93 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1498491 .2500
220,000.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .3450
7.0000 .0000
1498531 .2500
231,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .7200
7.0000 .0000
1498657 .2500
281,250.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 1.1700
7.0000 .0000
1499513 .2500
214,402.73 .0800
7.7500 .0000
7.5000 .0000
7.4200 .4200
7.0000 .0000
TOTAL NUMBER OF LOANS: 629
TOTAL BALANCE........: 157,805,575.79
1
RUN ON : 05/23/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.34.02 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S13 FIXED SUMMARY REPORT CUTOFF : 05/01/96
POOL : 0004207
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-------------------------------------------------------------------
CURR NOTE RATE 7.5704 6.3750 9.0000
RFC NET RATE 7.3198 6.1250 8.7500
NET MTG RATE(INVSTR RATE) 7.2570 6.0450 8.6700
POST STRIP RATE 6.8877 6.0450 7.0000
SUB SERV FEE .2506 .2500 .3750
MSTR SERV FEE .0629 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .3692 .0000 1.6700
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 629
TOTAL BALANCE........: 157,805,575.79
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or otherwise
modified from time to time, this "Contract") is made this _________ day of
_______, 19____, by and between Residential Funding Corporation, its successors
and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans
for, Residential Funding, and Residential Funding desires to purchase Loans from
the Seller/Servicer and/or have the Seller/Servicer service various of its
Loans, pursuant to the terms of this Contract and the Residential Funding Seller
and Servicer Guides incorporated herein by reference, as amended, supplemented
or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms, conditions
and agreements set forth below, the parties agree as follows:
1. INCORPORATION OF GUIDES BY REFERENCE.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
-------- -------
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such
terms have in the Guides, unless the context clearly requires otherwise.
2. AMENDMENTS.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
<PAGE>
3. REPRESENTATIONS AND WARRANTIES.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization, is
qualified, if necessary, to do business and in good standing in
each jurisdiction in which it is required to be so qualified, and
has the requisite power and authority to enter into this Contract
and all other agreements which are contemplated by this Contract
and to carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by
each party and constitutes a valid and legally binding agreement
of each party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party, that
could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage, indenture,
indebtedness, agreement, instrument, judgment, decree, order,
statute, rule or regulation and none of the foregoing adversely
affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this
Contract will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3,
the Seller/Servicer makes the representations, warranties and
covenants set forth in the Guides and, upon request, agrees to deliver
to Residential Funding the
<PAGE>
certified Resolution of Board of Directors which authorizes the
execution and delivery of this Contract.
4. REMEDIES OF RESIDENTIAL FUNDING.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as
an independent contractor.
6. PRIOR AGREEMENTS SUPERSEDED.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. ASSIGNMENT.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. NOTICES.
All notices, requests, demands or other communications that are to be given
under this Contract shall be in writing, addressed to the appropriate parties
and sent by telefacsimile or by overnight courier or by United States mail,
postage prepaid, to the addresses and telefacsimile numbers specified below.
However, another name, address and/or telefacsimile number may be substituted by
the Seller/Servicer pursuant to the requirements of this paragraph 8, or
Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
<PAGE>
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. JURISDICTION AND VENUE.
Each of the parties irrevocably submits to the jurisdiction of any state or
federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of
an inconvenient forum to the maintenance of any such action or proceeding and
any other substantive or procedural rights or remedies it may have with respect
to the maintenance of any such action or proceeding in any such forum. Each of
the parties agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law. Each of the parties further
agrees not to institute any legal actions or proceedings against the other party
or any director, officer, employee, attorney, agent or property of the other
party, arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. MISCELLANEOUS.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and
Residential Funding have executed this Seller/Servicer Contract as of the date
first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
<PAGE>
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
<PAGE>
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 1996-S13,
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
<PAGE>
remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
[5. The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.]
6. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face
of the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is ______________.
10. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that
<PAGE>
the liabilities described herein relate only to the Class R Certificates.
11. That no purpose of the Owner relating to the transfer of any of
the Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
13. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.
14. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
<PAGE>
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__.
<PAGE>
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 1996-S13
Re: Mortgage Pass-Through Certificates,
Series 1996-S13, 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
1996-S13, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May
1, 1996 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
<PAGE>
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:
<PAGE>
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 1996-S13
RE: Mortgage Pass-Through Certificates,
Series 1996-S13, Class B-
-----------------------------------
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1996-S13, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of May 1, 1996 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
<PAGE>
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
<PAGE>
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
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan; or
(b) is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general
account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being
made in reliance upon the availability of the exemptive relief
afforded under Section III of PTCE 95-60.]
Very truly yours,
----------------------
By: ------------------
Name: ----------------
Title: ---------------
<PAGE>
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 1996-S13
Re: Mortgage Pass-Through Certificates,
Series 1996-S13, Class B-
-----------------------------------
Ladies and Gentlemen:
In connection with the sale by _____________(the "Seller") to
__________________ (the "Purchaser") of $___________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1996-S13, Class
___ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of May 1, 1996 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
<PAGE>
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:
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of May 1, 1996 among Residential
Funding Corporation as Master Servicer, Residential Funding Mortgage Securities
I, Inc. as depositor pursuant to Section 5.02 of the Agreement and Bankers Trust
Company, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
<PAGE>
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
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any
Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by it
to purchase the Certificates is an "insurance company general account"
(within the meaning of
<PAGE>
Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of PTCE
95-60.]
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: -------------------------------
<PAGE>
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.
----------------------------------
<PAGE>
___ 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
<PAGE>
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.
<PAGE>
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: -----------------------------------
<PAGE>
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
<PAGE>
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:_____________________________
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
----------------------------------------------
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
- --------
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
- -------- -------
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
<PAGE>
(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
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) 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
<PAGE>
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
<PAGE>
Residential Funding, or (B) such amendment, reduction, deletion or cancellation
is made in accordance with Section 11.01(e) and, provided further that the
Company obtains (subject to the provisions of Section 10.01(f) as if the Company
was substituted for the Master Servicer solely for the purposes of such
provision), 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.
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S13
__________________, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S13
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of May 1, 1996 (the "Servicing Agreement"), among Residential
Funding Mortgage Securities I, Inc. (the "Company"), Residential Funding and
Bankers Trust Company (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage Pass-Through Certificates,
Series 1996-S13 (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
<PAGE>
Funding to perform its Subordinate Certificate Loss Obligation when and as the
same arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
------
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
---------------------------------------
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
---------
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the
-------------
laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this
--------------------------
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
<PAGE>
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: _______________
<PAGE>
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 1996-S13
Re: Mortgage Pass-Through Certificates, Series 1996-S13 Assignment of
Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of May
1, 1996 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.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1491588 248,609.84 6.045 13.6428571429% 33,917.49
1491591 247,432.46 6.045 13.6428571429% 33,756.86
1491649 122,677.30 6.045 13.6428571429% 16,736.69
1491827 69,296.97 6.045 13.6428571429% 9,454.09
1491856 183,764.63 6.045 13.6428571429% 25,070.75
1491867 145,025.05 6.045 13.6428571429% 19,785.56
1491876 59,599.34 6.045 13.6428571429% 8,131.05
1491893 202,324.01 6.045 13.6428571429% 27,602.78
1480759 335,483.06 6.170 11.8571428571% 39,778.71
1491575 452,247.63 6.170 11.8571428571% 53,623.65
1491577 275,420.87 6.170 11.8571428571% 32,657.05
1491578 57,539.90 6.170 11.8571428571% 6,822.59
1491644 58,179.42 6.170 11.8571428571% 6,898.42
1491833 74,254.74 6.170 11.8571428571% 8,804.49
1491844 98,208.90 6.170 11.8571428571% 11,644.77
1491864 139,075.07 6.170 11.8571428571% 16,490.33
1491910 62,294.10 6.170 11.8571428571% 7,386.30
1491548 268,120.29 6.295 10.0714285714% 27,003.54
1491549 223,058.66 6.295 10.0714285714% 22,465.19
1491551 208,909.73 6.295 10.0714285714% 21,040.19
1491565 271,490.51 6.295 10.0714285714% 27,342.97
1491583 222,533.99 6.295 10.0714285714% 22,412.35
1491641 247,299.25 6.295 10.0714285714% 24,906.57
1491645 52,708.39 6.295 10.0714285714% 5,308.49
1491650 206,510.77 6.295 10.0714285714% 20,798.58
1491715 255,608.95 6.295 10.0714285714% 25,743.47
1491747 72,750.85 6.295 10.0714285714% 7,327.05
1491756 253,088.65 6.295 10.0714285714% 25,489.64
1491907 188,384.03 6.295 10.0714285714% 18,972.96
1491541 120,805.38 6.420 8.2857142857% 10,009.59
1491562 304,916.83 6.420 8.2857142857% 25,264.54
1491563 241,401.37 6.420 8.2857142857% 20,001.83
1491571 220,224.57 6.420 8.2857142857% 18,247.18
1491572 217,505.83 6.420 8.2857142857% 18,021.91
1491580 290,007.76 6.420 8.2857142857% 24,029.21
1491593 223,192.62 6.420 8.2857142857% 18,493.10
1491657 216,167.34 6.420 8.2857142857% 17,911.01
1491660 232,534.48 6.420 8.2857142857% 19,267.14
1491661 221,092.78 6.420 8.2857142857% 18,319.12
1491662 219,990.09 6.420 8.2857142857% 18,227.75
1491666 318,501.73 6.420 8.2857142857% 26,390.14
1491667 21,977.63 6.420 8.2857142857% 1,821.00
1491739 106,735.38 6.420 8.2857142857% 8,843.79
1491841 39,610.94 6.420 8.2857142857% 3,282.05
1491842 98,232.88 6.420 8.2857142857% 8,139.30
1491851 84,450.37 6.420 8.2857142857% 6,997.32
1491854 323,952.17 6.420 8.2857142857% 26,841.75
1491855 83,456.84 6.420 8.2857142857% 6,915.00
1491875 173,868.40 6.420 8.2857142857% 14,406.24
1491888 162,867.74 6.420 8.2857142857% 13,494.76
1491891 202,345.51 6.420 8.2857142857% 16,765.77
1491899 54,677.85 6.420 8.2857142857% 4,530.45
1491925 249,193.98 6.420 8.2857142857% 20,647.50
1485509 104,189.36 6.470 7.5714285714% 7,888.62
1488420 357,672.11 6.470 7.5714285714% 27,080.89
1498149 236,013.93 6.470 7.5714285714% 17,869.63
1489879 300,033.74 6.520 6.8571428571% 20,573.74
1491521 64,017.39 6.545 6.5000000000% 4,161.13
1491561 259,918.06 6.545 6.5000000000% 16,894.67
1491564 310,917.00 6.545 6.5000000000% 20,209.61
1491566 195,141.77 6.545 6.5000000000% 12,684.22
1491568 203,202.79 6.545 6.5000000000% 13,208.18
1491581 283,224.44 6.545 6.5000000000% 18,409.59
1491586 262,640.35 6.545 6.5000000000% 17,071.62
1491595 365,583.71 6.545 6.5000000000% 23,762.94
1491596 212,243.55 6.545 6.5000000000% 13,795.83
1491598 246,942.77 6.545 6.5000000000% 16,051.28
1491606 226,788.92 6.545 6.5000000000% 14,741.28
1491610 478,469.10 6.545 6.5000000000% 31,100.49
1491643 431,098.14 6.545 6.5000000000% 28,021.38
1491651 218,221.49 6.545 6.5000000000% 14,184.40
1491656 247,415.38 6.545 6.5000000000% 16,082.00
1491663 228,785.35 6.545 6.5000000000% 14,871.05
1491664 260,866.80 6.545 6.5000000000% 16,956.34
1491665 263,237.00 6.545 6.5000000000% 17,110.41
1491717 222,472.35 6.545 6.5000000000% 14,460.70
1491744 242,657.20 6.545 6.5000000000% 15,772.72
1491832 118,845.22 6.545 6.5000000000% 7,724.94
1491835 136,621.73 6.545 6.5000000000% 8,880.41
1491839 138,652.76 6.545 6.5000000000% 9,012.43
1491858 84,456.25 6.545 6.5000000000% 5,489.66
1491859 71,512.11 6.545 6.5000000000% 4,648.29
1491872 197,666.38 6.545 6.5000000000% 12,848.31
1491877 50,663.75 6.545 6.5000000000% 3,293.14
1491883 206,339.80 6.545 6.5000000000% 13,412.09
1491903 49,840.53 6.545 6.5000000000% 3,239.63
1491917 99,681.07 6.545 6.5000000000% 6,479.27
1491921 51,834.16 6.545 6.5000000000% 3,369.22
1492381 362,839.07 6.545 6.5000000000% 23,584.54
1494543 254,800.00 6.545 6.5000000000% 16,562.00
1490704 168,210.62 6.570 6.1428571429% 10,332.94
1494587 313,995.35 6.595 5.7857142857% 18,166.87
1494602 548,245.84 6.595 5.7857142857% 31,719.94
1496698 290,216.91 6.595 5.7857142857% 16,791.12
1485747 59,653.35 6.670 4.7142857143% 2,812.23
1489061 298,101.52 6.670 4.7142857143% 14,053.36
1491204 191,000.00 6.670 4.7142857143% 9,004.29
1491523 229,687.97 6.670 4.7142857143% 10,828.15
1491550 91,036.57 6.670 4.7142857143% 4,291.72
1491594 233,442.27 6.670 4.7142857143% 11,005.14
1491603 126,143.14 6.670 4.7142857143% 5,946.75
1491630 189,115.92 6.670 4.7142857143% 8,915.46
1491634 101,872.12 6.670 4.7142857143% 4,802.54
1491635 237,341.03 6.670 4.7142857143% 11,188.93
1491655 227,732.50 6.670 4.7142857143% 10,735.96
1491658 207,329.63 6.670 4.7142857143% 9,774.11
1491659 471,279.88 6.670 4.7142857143% 22,217.48
1491720 77,408.76 6.670 4.7142857143% 3,649.27
1491769 68,323.33 6.670 4.7142857143% 3,220.96
1491772 112,415.41 6.670 4.7142857143% 5,299.58
1491776 268,819.37 6.670 4.7142857143% 12,672.91
1491796 264,813.84 6.670 4.7142857143% 12,484.08
1491822 99,047.97 6.670 4.7142857143% 4,669.40
1491824 643,811.90 6.670 4.7142857143% 30,351.13
1491829 198,095.96 6.670 4.7142857143% 9,338.81
1491843 29,714.39 6.670 4.7142857143% 1,400.82
1491857 163,955.82 6.670 4.7142857143% 7,729.35
1491861 144,082.39 6.670 4.7142857143% 6,792.46
1491871 67,569.69 6.670 4.7142857143% 3,185.43
1491874 103,341.86 6.670 4.7142857143% 4,871.83
1491879 589,247.32 6.670 4.7142857143% 27,778.80
1491884 128,183.65 6.670 4.7142857143% 6,042.94
1491886 129,589.85 6.670 4.7142857143% 6,109.24
1491887 494,435.14 6.670 4.7142857143% 23,309.09
1491890 344,625.10 6.670 4.7142857143% 16,246.61
1491892 154,510.99 6.670 4.7142857143% 7,284.09
1491929 91,958.95 6.670 4.7142857143% 4,335.21
1494195 285,097.68 6.670 4.7142857143% 13,440.32
1496933 254,379.95 6.670 4.7142857143% 11,992.20
1496942 255,192.33 6.670 4.7142857143% 12,030.50
1496950 272,381.95 6.670 4.7142857143% 12,840.86
1496959 298,101.52 6.670 4.7142857143% 14,053.36
1496963 247,619.95 6.670 4.7142857143% 11,673.51
1496970 208,671.06 6.670 4.7142857143% 9,837.35
1497021 457,088.96 6.670 4.7142857143% 21,548.48
1497022 395,101.20 6.670 4.7142857143% 18,626.20
1497038 217,614.11 6.670 4.7142857143% 10,258.95
1489215 275,743.89 6.720 4.0000000000% 11,029.76
1493656 240,000.00 6.720 4.0000000000% 9,600.00
1496585 253,386.27 6.720 4.0000000000% 10,135.45
1497420 279,000.00 6.720 4.0000000000% 11,160.00
1474377 106,330.16 6.795 2.9285714286% 3,113.95
1491546 775,258.41 6.795 2.9285714286% 22,704.00
1491569 214,589.28 6.795 2.9285714286% 6,284.40
1491573 290,872.22 6.795 2.9285714286% 8,518.40
1491574 248,837.99 6.795 2.9285714286% 7,287.40
1491585 200,758.87 6.795 2.9285714286% 5,879.37
1491597 255,387.22 6.795 2.9285714286% 7,479.20
1491599 227,404.29 6.795 2.9285714286% 6,659.70
1491632 243,559.47 6.795 2.9285714286% 7,132.81
1491636 180,437.01 6.795 2.9285714286% 5,284.23
1491640 215,865.32 6.795 2.9285714286% 6,321.77
1491652 216,599.66 6.795 2.9285714286% 6,343.28
1491654 310,263.71 6.795 2.9285714286% 9,086.29
1491722 338,572.19 6.795 2.9285714286% 9,915.33
1491730 191,035.93 6.795 2.9285714286% 5,594.62
1491731 55,972.81 6.795 2.9285714286% 1,639.20
1491734 567,202.04 6.795 2.9285714286% 16,610.92
1491749 433,656.26 6.795 2.9285714286% 12,699.93
1491810 270,036.62 6.795 2.9285714286% 7,908.22
1491837 609,207.85 6.795 2.9285714286% 17,841.09
1491847 182,262.03 6.795 2.9285714286% 5,337.67
1491862 49,686.99 6.795 2.9285714286% 1,455.12
1491863 183,841.87 6.795 2.9285714286% 5,383.94
1491873 233,528.87 6.795 2.9285714286% 6,839.06
1491896 249,219.80 6.795 2.9285714286% 7,298.58
1491912 136,572.45 6.795 2.9285714286% 3,999.62
1491922 986,910.40 6.795 2.9285714286% 28,902.38
1491924 291,587.16 6.795 2.9285714286% 8,539.34
1492279 184,422.65 6.795 2.9285714286% 5,400.95
1497410 134,812.26 6.795 2.9285714286% 3,948.07
1478174 382,801.61 6.845 2.2142857143% 8,476.32
1486829 435,856.02 6.845 2.2142857143% 9,651.10
1488238 448,595.64 6.845 2.2142857143% 9,933.19
1489227 234,771.03 6.845 2.2142857143% 5,198.50
1489710 456,072.23 6.845 2.2142857143% 10,098.74
1491231 267,457.09 6.845 2.2142857143% 5,922.26
1495413 300,000.00 6.845 2.2142857143% 6,642.86
1495169 280,000.00 6.870 1.8571428571% 5,200.00
1473478 217,950.27 6.920 1.1428571429% 2,490.86
1490722 518,387.75 6.920 1.1428571429% 5,924.43
1491547 98,809.19 6.920 1.1428571429% 1,129.25
1491552 207,917.05 6.920 1.1428571429% 2,376.19
1491554 426,695.97 6.920 1.1428571429% 4,876.53
1491576 184,226.38 6.920 1.1428571429% 2,105.44
1491579 83,505.21 6.920 1.1428571429% 954.35
1491602 436,809.99 6.920 1.1428571429% 4,992.11
1491626 197,937.34 6.920 1.1428571429% 2,262.14
1491681 450,346.35 6.920 1.1428571429% 5,146.82
1491716 421,200.63 6.920 1.1428571429% 4,813.72
1491728 280,652.25 6.920 1.1428571429% 3,207.45
1491748 255,878.60 6.920 1.1428571429% 2,924.33
1491779 364,480.34 6.920 1.1428571429% 4,165.49
1491808 200,117.99 6.920 1.1428571429% 2,287.06
1491812 620,174.99 6.920 1.1428571429% 7,087.71
1491840 116,698.78 6.920 1.1428571429% 1,333.70
1491866 752,958.19 6.920 1.1428571429% 8,605.24
1491878 127,207.36 6.920 1.1428571429% 1,453.80
1491881 139,133.03 6.920 1.1428571429% 1,590.09
1491894 112,651.17 6.920 1.1428571429% 1,287.44
1491898 55,528.06 6.920 1.1428571429% 634.61
1491904 448,610.87 6.920 1.1428571429% 5,126.98
1491906 74,768.48 6.920 1.1428571429% 854.50
1491914 598,147.82 6.920 1.1428571429% 6,835.98
1493965 372,476.60 6.920 1.1428571429% 4,256.88
1495177 51,500.00 6.920 1.1428571429% 588.57
1495245 285,819.00 6.920 1.1428571429% 3,266.50
1495581 231,483.21 6.920 1.1428571429% 2,645.52
1496584 221,619.06 6.920 1.1428571429% 2,532.79
1496592 437,275.26 6.920 1.1428571429% 4,997.43
1496594 224,305.44 6.920 1.1428571429% 2,563.49
1496599 275,781.57 6.920 1.1428571429% 3,151.79
1496602 280,391.24 6.920 1.1428571429% 3,204.47
1496606 239,167.49 6.920 1.1428571429% 2,733.34
1497036 233,801.18 6.920 1.1428571429% 2,672.01
1497404 77,756.26 6.920 1.1428571429% 888.64
1486827 319,990.61 6.970 0.4285714286% 1,371.39
1488419 532,591.21 6.970 0.4285714286% 2,282.53
1489369 298,142.22 6.970 0.4285714286% 1,277.75
1489746 367,860.92 6.970 0.4285714286% 1,576.55
1489880 390,789.90 6.970 0.4285714286% 1,674.81
1490654 319,012.16 6.970 0.4285714286% 1,367.19
1494394 272,000.00 6.970 0.4285714286% 1,165.71
1494521 403,749.79 6.970 0.4285714286% 1,730.36
1494740 348,919.55 6.970 0.4285714286% 1,495.37
1495253 270,000.00 6.970 0.4285714286% 1,157.14
1497407 260,000.00 6.970 0.4285714286% 1,114.29
1497565 260,000.00 6.970 0.4285714286% 1,114.29
$55,628,320.68 4.5501273974% $2,531,159.46
