<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 30, 1996
Residential Funding Mortgage Securities I, Inc. (as company under a Pooling and
Servicing Agreement dated as of July 1, 1996 providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1996-S16)
Residential Funding Mortgage Securities I, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-4846 75-2006294
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(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
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index Located on Page 2
<PAGE>
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
-----------
10.1 Pooling and Servicing Agreement, dated 004
as of July 1, 1996 among Residential
Funding Mortgage Securities I, Inc.,
as company, Residential Funding Corporation,
as master servicer, and Bankers Trust Company,
as Trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Diane S. Wold
-------------------------
Name: Diane S. Wold
Title: Vice President
Dated: July 30, 1996
3
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Exhibit 10.1
Pooling and Servicing Agreement
<PAGE>
EXECUTION COPY
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RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S16
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<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.................................... 3
Accrued Certificate Interest............................... 3
Adjusted Mortgage Rate..................................... 4
Adjusted Senior Accelerated Distribution
Percentage......................................... 4
Adjusted Senior Percentage................................. 5
Advance.................................................... 5
Affiliate.................................................. 5
Agreement.................................................. 6
Amount Held for Future Distribution........................ 6
Appraised Value............................................ 6
Assignment................................................. 6
Assignment Agreement....................................... 6
Assignment of Proprietary Lease............................ 6
Available Distribution Amount.............................. 7
Bankruptcy Amount.......................................... 7
Bankruptcy Code............................................ 8
Bankruptcy Loss............................................ 8
Book-Entry Certificate..................................... 8
Business Day............................................... 8
Buydown Funds.............................................. 8
Buydown Mortgage Loan...................................... 9
Cash Liquidation........................................... 9
Certificate................................................ 9
Certificate Account........................................ 9
Certificate Account Deposit Date........................... 9
Certificateholder or Holder................................ 9
Certificate Owner.......................................... 9
Certificate Principal Balance.............................. 10
Certificate Register and Certificate Registrar............. 11
Class...................................................... 11
Class A Certificate........................................ 11
Class A-3 Optimal Principal Distribution Amount............ 11
Class A-3 Percentage....................................... 11
Class A-24 Collection Shortfall............................ 11
Class A-24 Principal Distribution Amount................... 11
Class B Certificate........................................ 12
Class B Percentage......................................... 12
i
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Class B-1 Percentage....................................... 12
Class B-1 Prepayment Distribution Trigger.................. 12
Class B-2 Percentage....................................... 12
Class B-2 Prepayment Distribution Trigger.................. 12
Class B-3 Percentage....................................... 12
Class B-3 Prepayment Distribution Trigger.................. 13
Class M Certificate........................................ 13
Class M Percentage......................................... 13
Class M-1 Percentage....................................... 13
Class M-2 Percentage....................................... 13
Class M-2 Prepayment Distribution Trigger.................. 13
Class M-3 Percentage....................................... 13
Class M-3 Prepayment Distribution Trigger.................. 14
Class R Certificate........................................ 14
Closing Date............................................... 14
Code....................................................... 14
Compensating Interest...................................... 14
Cooperative................................................ 14
Cooperative Apartment...................................... 14
Cooperative Lease.......................................... 15
Cooperative Loans.......................................... 15
Cooperative Stock.......................................... 15
Cooperative Stock Certificate.............................. 15
Corporate Trust Office..................................... 15
Credit Support Depletion Date.............................. 15
Cumulative Insurance Payments.............................. 15
Curtailment................................................ 15
Custodial Account.......................................... 15
Custodial Agreement........................................ 16
Custodian.................................................. 16
Cut-off Date............................................... 16
Cut-off Date Principal Balance............................. 16
Debt Service Reduction..................................... 16
Deficient Valuation........................................ 16
Definitive Certificate..................................... 16
Deleted Mortgage Loan...................................... 16
Depository................................................. 16
Depository Participant..................................... 16
Destroyed Mortgage Note.................................... 17
Determination Date......................................... 17
Discount Fraction.......................................... 17
Discount Mortgage Loan..................................... 17
Disqualified Organization.................................. 17
ii
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Page
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Distribution Date.......................................... 18
Due Date................................................... 18
Due Period................................................. 18
Eligible Account........................................... 18
Eligible Funds............................................. 18
Event of Default........................................... 19
Excess Bankruptcy Loss..................................... 19
Excess Fraud Loss.......................................... 19
Excess Special Hazard Loss................................. 19
Excess Spread.............................................. 19
Excess Subordinate Principal Amount........................ 19
Extraordinary Events....................................... 19
Extraordinary Losses....................................... 20
FDIC....................................................... 20
FHLMC...................................................... 20
Final Distribution Date.................................... 20
Financial Security......................................... 21
Financial Security Default................................. 21
Fitch...................................................... 21
FNMA....................................................... 21
Foreclosure Profits........................................ 21
Fraud Loss Amount.......................................... 21
Fraud Losses............................................... 22
FSA Insurance Payment...................................... 22
FSA Policy................................................. 22
FSA Policy Payments Account................................ 22
Guaranteed Distribution.................................... 22
Independent................................................ 22
Initial Certificate Principal Balance...................... 22
Initial Monthly Payment Fund............................... 22
Insurance Premium.......................................... 22
Insurance Proceeds......................................... 23
Insured Certificates....................................... 23
Insured Reserve Fund....................................... 23
Insured Reserve Withdrawal................................. 23
Insurer.................................................... 23
Late Collections........................................... 23
Liquidation Proceeds....................................... 23
Loan-to-Value Ratio........................................ 23
Maturity Date.............................................. 23
Monthly Payment............................................ 24
Moody's.................................................... 24
Mortgage................................................... 24
iii
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Page
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Mortgage File.............................................. 24
Mortgage Loan Schedule..................................... 24
Mortgage Loans............................................. 25
Mortgage Note.............................................. 25
Mortgage Rate.............................................. 25
Mortgaged Property......................................... 25
Mortgagor.................................................. 25
Net Mortgage Rate.......................................... 26
Non-Discount Mortage Loan.................................. 26
Non-Primary Residence Loans................................ 26
Non-United States Person................................... 26
Nonrecoverable Advance..................................... 26
Nonsubserviced Mortgage Loan............................... 26
Notional Amount............................................ 26
Officers' Certificate...................................... 26
Opinion of Counsel......................................... 26
Original Senior Percentage................................. 27
Outstanding Mortgage Loan.................................. 27
Owner or Holder............................................ 27
Ownership Interest......................................... 27
Pass-Through Rate.......................................... 27
Paying Agent............................................... 28
Percentage Interest........................................ 28
Permitted Investments...................................... 28
Permitted Transferee....................................... 29
Person..................................................... 29
Pool Stated Principal Balance.............................. 29
Prepayment Allocation Test................................. 30
Prepayment Assumption...................................... 30
Prepayment Distribution Percentage......................... 30
Prepayment Distribution Trigger............................ 32
Prepayment Interest Shortfall.............................. 32
Prepayment Lockout Certificates............................ 32
Prepayment Lockout Percentage.............................. 32
Prepayment Period.......................................... 32
Primary Insurance Policy................................... 32
Principal Prepayment....................................... 32
Principal Prepayment in Full............................... 33
Program Guide.............................................. 33
Purchase Price............................................. 33
Qualified Substitute Mortgage Loan......................... 33
Rating Agency.............................................. 34
Realized Loss.............................................. 34
iv
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Page
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Record Date................................................ 34
Regular Certificate........................................ 34
REMIC...................................................... 35
REMIC Administrator........................................ 35
REMIC Provisions........................................... 35
REO Acquisition............................................ 35
REO Disposition............................................ 35
REO Imputed Interest....................................... 35
REO Proceeds............................................... 35
REO Property............................................... 35
Request for Release........................................ 35
Required Insurance Policy.................................. 36
Residential Funding........................................ 36
Responsible Officer........................................ 36
Security Agreement......................................... 36
Seller..................................................... 36
Seller's Agreement......................................... 36
Senior Certificates........................................ 36
Senior Percentage.......................................... 36
Senior Principal Distribution Amount....................... 36
Senior Support Depletion Date.............................. 37
Servicing Accounts......................................... 37
Servicing Advances......................................... 37
Servicing Fee.............................................. 37
Servicing Officer.......................................... 37
Special Hazard Amount...................................... 37
Special Hazard Loss........................................ 38
Spread Rate................................................ 38
Standard & Poor's.......................................... 38
Stated Principal Balance................................... 39
Subordinate Percentage..................................... 39
Subordinate Principal Distribution Amount.................. 39
Subserviced Mortgage Loan.................................. 40
Subservicer................................................ 40
Subservicer Advance........................................ 40
Subservicing Account....................................... 40
Subservicing Agreement..................................... 40
Subservicing Fee........................................... 40
Super Senior Optimal Principal Distribution Amount......... 40
Super Senior Percentage.................................... 40
Tax Returns................................................ 40
Transfer................................................... 41
v
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Page
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Transferee................................................. 41
Transferor................................................. 41
Trust Fund................................................. 41
Uncertificated REMIC Regular Interests..................... 41
Underwriter................................................ 42
Uniform Single Attestation Program for Mortgage
Bankers............................................... 42
Uninsured Cause............................................ 42
United States Person....................................... 42
Variable Strip Certificates................................ 42
Voting Rights.............................................. 42
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans...................... 43
Section 2.02. Acceptance by Trustee............................. 48
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and the
Company........................................... 50
Section 2.04. Representations and Warranties
of Sellers
Section 2.05. Execution and Authentication of
Certificates...................................... 57
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer................ 58
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement
of Subservicers' and Sellers'
Obligations....................................... 59
Section 3.03. Successor Subservicers............................ 60
Section 3.04. Liability of the Master Servicer.................. 61
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
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Page
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Certificateholders or the Owner of the
Excess Spread......................................61
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee.................62
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account............62
Section 3.08. Subservicing Accounts;
Servicing Accounts.................................65
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans..............................................67
Section 3.10. Permitted Withdrawals from the
Custodial Account..................................67
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder...................69
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage....................70
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments
Section 3.14. Realization Upon Defaulted
Mortgage Loans..................................... 75
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.......................... 77
Section 3.16. Servicing and Other Compensation;
Compensating Interest.............................. 79
Section 3.17. Reports to the Trustee and the Company............. 80
Section 3.18. Annual Statement as to Compliance.................. 80
Section 3.19. Annual Independent Public Accountants'
Servicing Report................................... 81
Section 3.20. Rights of the Company in Respect
of the Master Servicer............................. 82
Section 3.21. Administration of Buydown Funds.................... 82
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account................................ 84
Section 4.02. Distributions...................................... 84
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread......................... 99
vii
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Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer............................ 102
Section 4.05. Allocation of Realized Losses..................... 104
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property............................. 106
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans............................................. 106
Section 4.08. Insured Reserve Fund.............................. 107
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.................................. 108
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on
Transfer of Excess Spread......................... 110
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates...................................... 117
Section 5.04. Persons Deemed Owners............................. 117
Section 5.05. Appointment of Paying Agent....................... 117
Section 5.06. Optional Purchase of Certificates................. 118
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer........................... 121
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer...................... 121
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.................... 122
Section 6.04. Company and Master
Servicer Not to Resign............................ 123
ARTICLE VII
DEFAULT
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Section 7.01. Events of Default................................. 124
Section 7.02. Trustee or Company to Act; Appointment
of Successor...................................... 126
Section 7.03. Notification to Certificateholders................ 127
Section 7.04. Waiver of Events of Default....................... 127
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee....................................... 129
Section 8.02. Certain Matters Affecting the Trustee................... 131
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.......................................... 133
Section 8.04. Trustee May Own Certificates............................ 133
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification........................... 133
Section 8.06. Eligibility Requirements for Trustee.................... 134
Section 8.07. Resignation and Removal of the Trustee.................. 135
Section 8.08. Successor Trustee....................................... 136
Section 8.09. Merger or Consolidation of Trustee...................... 137
Section 8.10. Appointment of Co-Trustee or Separate
Trustee................................................. 137
Section 8.11. Appointment of Custodians............................... 138
Section 8.12. Appointment of Office or Agency......................... 139
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company
or Liquidation of All Mortgage Loans...................... 140
Section 9.02. Additional Termination Requirements....................... 143
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration...................................... 145
Section 10.02. Master Servicer, REMIC Administrator
and Trustee Indemnification............................... 149
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ARTICLE XI
CERTAIN MATTERS
REGARDING FINANCIAL SECURITY
Section 11.01. Rights of Financial Security To Exercise
Rights of Insured Certificateholders...................... 151
Section 11.02. Claims Upon the FSA Policy; FSA Policy
Payments Account.......................................... 151
Section 11.03. Effect of Payments by Financial
Security; Subrogation..................................... 153
Section 11.04. Notices and Information to Financial
Security.................................................. 153
Section 11.05. Trustee to Hold FSA Policy................................ 153
Section 11.06. Payment of Insurance Premium.............................. 154
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment................................................. 155
Section 12.02. Recordation of Agreement; Counterparts.................... 158
Section 12.03. Limitation on Rights
of Certificateholders..................................... 158
Section 12.04. Governing Law............................................. 159
Section 12.05. Notices................................................... 159
Section 12.06. Notices to Rating Agency.................................. 160
Section 12.07. Severability of Provisions................................ 161
Section 12.08. Supplemental Provisions for
Resecuritization.......................................... 162
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
x
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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 12.01(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
Exhibit Q: Copy of FSA Policy
xi
<PAGE>
This is a Pooling and Servicing Agreement, dated as of July 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, a New York banking
corporation, 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 and the Insured
Reserve 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 A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class M-
1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the
Uncertificated REMIC Regular Interests (as defined herein), the rights in and to
which will initially be represented by 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 issued on the Closing Date
comprising the interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Aggregate
Initial
Certificate
Pass-Through Principal Maturity
Designation Rate Balance Features Date S&P Fitch
- ------------- ------------- ----------------- -------------------------- ------------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Class A-1 7.750% $ 19,601,888 Super Senior July 25, 2026 AAA AAA
Class A-2 7.750% $ 57,937,351 Super Senior July 25, 2026 AAA AAA
Class A-3 7.750% $ 32,313,578 Super Senior July 25, 2026 AAA AAA
Class A-4 7.750% $ 49,946,015 Super Senior July 25, 2026 AAA AAA
Class A-5 7.750% $ 17,641,789 Prepayment Lockout/ July 25, 2026 AAA AAA
Senior Support
Class A-6 7.750% $ 16,661,690 Prepayment Lockout/Super July 25, 2026 AAA AAA
Senior
Class A-7 8.000% $ 20,493,335 Super Senior July 25, 2026 AAA AAA
Class A-8 7.500% $ 19,268,210 Super Senior July 25, 2026 AAA AAA
Class A-9 7.750% $ 5,000,000 Insured/Super Senior July 25, 2026 AAA AAA
Class A-10 8.000% $ 7,000,000 Insured/Super Senior July 25, 2026 AAA AAA
Class A-11 7.750% $ 4,900,496 Super Senior July 25, 2026 AAA AAA
Class A-12 7.600% $ 5,000,000 Insured/Super Senior July 25, 2026 AAA AAA
Class A-13 0.000% $ 291,667 Principal Only/ July 25, 2026 AAAr AAA
Super Senior
Class A-14 7.750% $ 1,883,298 Super Senior July 25, 2026 AAA AAA
Class A-15 7.750% $ 1,300,000 Insured/Super Senior/Class July 25, 2026 AAA AAA
A-3 Support
Class A-16 7.750% $ 18,886,422 Super Senior July 25, 2026 AAA AAA
Class A-17 7.750% $ 1,225,125 Super Senior July 25, 2026 AAA AAA
Class A-18 7.650% $ 7,082,000 Insured/Super Senior July 25, 2026 AAA AAA
Class A-19 7.575% $ 8,382,000 Insured/Super Senior July 25, 2026 AAA AAA
Class A-20 7.750% $ 5,534,742 Super Senior July 25, 2026 AAA AAA
Class A-21 7.750% $ 19,601,988 Super Senior July 25, 2026 AAA AAA
Class A-22 7.750% $ 14,717,439 Super Senior July 25, 2026 AAA AAA
Class A-23 7.750% $ 8,365,657 Super Senior July 25, 2026 AAA AAA
Class A-24 0.000% $ 1,118,434 Principal Only/Senior July 25, 2026 AAAr AAA
Class R 7.750% $ 100 Residual/Super Senior July 25, 2026 AAA AAA
Class M-1 7.750% $ 7,283,700 Mezzanine July 25, 2026 AA AA
Class M-2 7.750% $ 4,552,300 Mezzanine July 25, 2026 A A
Class M-3 7.750% $ 4,006,000 Mezzanine July 25, 2026 N/A BBB
Class B-1 7.750% $ 1,820,900 Subordinate July 25, 2026 N/A BB
Class B-2 7.750% $ 910,500 Subordinate July 25, 2026 N/A B
Class B-3 7.750% $1,456,687.10 Subordinate July 25, 2026 N/A N/A
</TABLE>
The Company may cause one or more additional classes of Class A Certificates
to be issued herein upon the terms set forth in Section 5.01(c), each of which
shall bear a numerical designation immediately sequentially following the
highest numerical designation of the Class A Certificates previously issued,
which evidence ownership of specified Uncertificated REMIC Regular Interests,
each of which will have no Certificate
2
<PAGE>
Principal Balance and will have varying maturity dates no later than July 25,
2026.
3
<PAGE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal to
$364,183,311.55. The Mortgage Loans are fixed rate mortgage loans having terms
to maturity at origination or modification of not more than 30 years.
In consideration of the mutual agreements herein contained, the Company, the
Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
-----------
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date, as to
-----------------------------
any Class A Certificate (other than the Class A-13 Certificates, Class A-24
Certificates and any Variable Strip Certificates), any Class M Certificate, any
Class B Certificate or any Class R Certificate, one month's interest accrued at
the related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each Distribution
Date, as to any Variable Strip Certificates, one month's interest at the related
Pass-Through Rate on the Notional Amount thereof. Accrued Certificate Interest
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months. In each case Accrued Certificate Interest on any Class of Certificates
will be reduced by the amount of (i) Prepayment Interest Shortfalls (to the
extent not offset by (x) the Master Servicer with a payment of Compensating
Interest as provided in Section 4.01 or (y) an Insured Reserve Withdrawal), (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
4
<PAGE>
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 of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
-----------------------
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Adjusted Senior Accelerated Distribution Percentage: With respect to any
---------------------------------------------------
Distribution Date, the percentage indicated below:
Adjusted Senior Accelerated
Distribution Date Distribution Percentage
----------------- -----------------------
August 1996 through
July 2001.......................... 100%
August 2001 through
July 2002.......................... Adjusted Senior Percentage,
plus 70% of the sum of the
Subordinate Percentage and the
Prepayment Lockout Percentage
5
<PAGE>
August 2002 through
July 2003............................ Adjusted Senior Percentage,
plus 60% of the sum of the
Subordinate Percentage and the
Prepayment Lockout Percentage
August 2003 through
July 2004............................ Adjusted Senior Percentage,
plus 40% of the sum of the
Subordinate Percentage and the
Prepayment Lockout Percentage
August 2004 through
July 2005............................ Adjusted Senior Percentage,
plus 20% of the sum of the
Subordinate Percentage and the
Prepayment Lockout Percentage
August 2005 and
thereafter........................... Adjusted Senior Percentage
provided, however, (i) that any scheduled reduction to the Adjusted 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 Adjusted Senior Percentage is greater than the Original
Adjusted Senior Percentage, the Adjusted Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%. Notwithstanding the
foregoing, upon the reduction of the aggregate Certificate Principal Balance
6
<PAGE>
of the Senior Certificates (other than the Prepayment Lockout Certificates and
Class A-24 Certificates) to zero, the Adjusted Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Adjusted 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 Prepayment Lockout Certificates and the Class A-24 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.
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
7
<PAGE>
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
----------------
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent
-----------
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated July
---------------------
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
8
<PAGE>
immediately preceding Determination Date of (w) aggregate Foreclosure Profits,
(x) the Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
------------------
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$140,078 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05.
As of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance of all the
Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000; and (B)
the greater of (i) the product of (x) an amount equal to the largest difference
in the related Monthly Payment for any Non-Primary Residence Loan remaining in
the Mortgage Pool which had an original Loan-to-Value Ratio of 80% or greater
that would result if the Net Mortgage Rate thereof was equal to the weighted
average (based on the principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans as of the Relevant
Anniversary less 1.25% per annum, (y) a number equal to the weighted average
remaining term to maturity, in months, of all Non-Primary Residence Loans
remaining in the Mortgage Pool as of the Relevant Anniversary, and (z) one plus
the quotient of the number of all Non-Primary Residence Loans remaining in the
Mortgage Pool divided by the total number of Outstanding Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000,
9
<PAGE>
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the then-
current rating or the rating assigned to such Certificates as of the Closing
Date by such Rating Agency and (ii) provide a copy of such written confirmation
to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
----------------
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation or
----------------
Debt Service Reduction; provided, however, that neither a Deficient Valuation
-------- -------
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
-----------------------
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on
-------------
which banking institutions in the State of New York, the State of Michigan, the
State of California or the State of Illinois (and such other state or states in
which the Custodial Account or the Certificate Account are at the time located)
are required or authorized by law or executive order to be closed.
10
<PAGE>
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-S16" 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, and, in respect of the Insured
Certificates, Financial Security to the extent of Cumulative Insurance Payments,
except that neither a Disqualified Organization nor a Non-United States Person
shall be a holder of a Class R Certificate for purposes hereof and, solely for
the purpose of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R Certificate registered in the name of the
Company, the Master Servicer or any Subservicer or any Affiliate thereof shall
be deemed not to be outstanding and the Percentage Interest or Voting Rights
11
<PAGE>
evidenced thereby shall not be taken into account in determining whether the
requisite amount of Percentage Interests or Voting Rights necessary to effect
any such consent or direction has been obtained. All references herein to
"Holders" or "Certificateholders" shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
--------
however, that the Trustee shall be required to recognize as a "Holder" or
- -------
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
------------------
is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
------------------------------
(other than any Variable Strip Certificates) 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;
provided, however, that solely for the purposes of determining Financial
Security's rights as subrogee, the Certificate Principal Balance of any Insured
Certificate shall be deemed to not be reduced by any principal amounts paid to
the Holder thereof from FSA Insurance Payments. 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
12
<PAGE>
of all reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided,
that if the Certificate Principal Balances of the Class B Certificates have been
reduced to zero, the Certificate Principal Balance of each Class M Certificate
of those Class M Certificates outstanding with the highest numerical designation
at any given time shall thereafter be calculated to equal the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding. The
Variable Strip Certificates will have no Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
-----------------------------------------------
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
------
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class
--------------------
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-
11, Class A-12, Class A-13, Class
13
<PAGE>
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-21, Class A-22, Class A-23 or Class A-24 Certificates, each such
Certificate evidencing an interest designated as a "regular interest" in the
REMIC for purposes of the REMIC Provisions and, on and after the date of
issuance of any Variable Strip Certificates pursuant to Section 5.01(c), such
Variable Strip Certificates evidencing the related specified Uncertificated
REMIC Regular Interests, in each case executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
A.
Class A-3 Optimal Principal Distribution Amount: With respect to any
-----------------------------------------------
Distribution Date, the product of (a) the then-applicable Class A-3 Percentage
and (b) the sum of the amounts described in clauses (A), (B), (C), (D), and (F)
of Section 4.02 (a)(ii)(Y).
Class A-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 A-3 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Senior Certificates (other than the Class A-24
Certificates) immediately prior to such Distribution Date.
Class A-24 Collection Shortfall: With respect to the Cash Liquidation or REO
--------------------------------
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-24 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.
14
<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 1.15%.
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 0.65%.
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
15
<PAGE>
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 0.40%.
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,
16
<PAGE>
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 3.50%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
---------------------
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any Distribution
------------------------------------------
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 2.25%.
Class R Certificate: Any one of the Class R Certificates executed by the
--------------------
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC for purposes of the REMIC Provisions.
Closing Date: July 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
17
<PAGE>
with respect to such Distribution Date and servicing compensation to which the
Master Servicer may be entitled pursuant to Section 3.10(a)(v) and (vi);
provided that for purposes of this definition the amount of the Servicing Fee
will not be reduced pursuant to Section 7.02 except as may be required pursuant
to the last sentence of such Section.
Cooperative: A private, cooperative housing corporation organized under the
------------
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned or
----------------------
leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary lease
------------------
or occupancy agreement with respect to the Cooperative Apartment occupied by the
Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
------------------
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
------------------
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
18
<PAGE>
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-S16.
Credit Support Depletion Date: The first Distribution Date on which the
------------------------------
Senior Percentage equals 100%.
Cumulative Insurance Payments: As of any time of determination, the
------------------------------
aggregate of all FSA Insurance Payments previously made by Financial Security
under the FSA Policy minus the aggregate of all payments previously made to
Financial Security pursuant to Sections 4.02(a)(xvi) and 4.02(i) hereof as
reimbursement for FSA Insurance Payments.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
------------
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained
------------------
pursuant to Section 3.07 in the name of a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
--------------------
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
----------
Cut-off Date: July 1, 1996.
-------------
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
-------------------------------
principal balance thereof at the Cut-off Date after
19
<PAGE>
giving effect to all installments of principal due on or prior thereto, whether
or not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
-----------------------
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
--------------------
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
-----------------------
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
----------------------
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
-----------
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
-----------------------
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
------------------------
permanently lost or destroyed and has not been replaced.
20
<PAGE>
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 7.75% 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 7.75%. 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 7.75% per annum and any Mortgage Loan
deemed to be a Discount Mortgage Loan pursuant to the definition of Qualified
Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
-----------------------------------------------------------
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms
21
<PAGE>
"United States", "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
------------------
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
---------
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing on
-----------
the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
-----------------
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in
22
<PAGE>
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, 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-24 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 one
--------------
month's interest on the Stated Principal Balance of each Mortgage Loan with
respect to which the Company has not on or prior to such Distribution Date
issued a class of Variable Strip Certificates representing ownership of the
related Uncertificated REMIC Regular Interest, at the applicable Spread Rate
with respect to such Mortgage Loan, 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.
23
<PAGE>
Excess Subordinate Principal Amount: With respect to any Distribution Date
------------------------------------
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
---------------------
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity bond and
the errors and omissions insurance policy required to be maintained pursuant to
Section 3.12(b) but are in excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination, all
whether controlled or uncontrolled, and whether such loss be direct or indirect,
proximate or remote or be in whole or in part caused by, contributed to or
aggravated by a peril covered by the definition of the term "Special Hazard
Loss";
(c) hostile or warlike action in time of peace or war, including action in
hindering, combatting or defending against an actual, impending or expected
attack:
1. by any government or sovereign power, de jure or de facto, or by any
authority maintaining or using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or forces;
24
<PAGE>
(d) any weapon of war employing atomic fission or radioactive force whether in
time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or action
taken by governmental authority in hindering, combatting or defending against
such an occurrence, seizure or destruction under quarantine or customs
regulations, confiscation by order of any government or public authority; or
risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
---------------------
resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
-----
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
------
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
------------------------
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Financial Security: Financial Security Assurance Inc., a stock insurance
-------------------
company organized and created under the laws of the State of New York, and any
successors thereto.
Financial Security Default: The existence and continuance of a failure by
---------------------------
Financial Security to make a payment required under the FSA Policy in accordance
with its terms.
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.
25
<PAGE>
Foreclosure Profits: As to any Distribution Date or related Determination
--------------------
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
------------------
an amount equal to: (Y) prior to the first anniversary of the Cut-off Date an
amount equal to 2.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the first to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer (including
accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the then-
current rating or the rating assigned to such Certificates as of the Closing
Date by such Rating Agency and (ii) provide a copy of such written confirmation
to the Trustee.
26
<PAGE>
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
-------------
origination of such Mortgage Loan.
FSA Insurance Payment: Any payment made by Financial Security with respect
----------------------
to the Insured Certificates under the FSA Policy.
FSA Policy: The Financial Guaranty Insurance Policy (No. 50491-N) issued by
-----------
Financial Security for the benefit of the Holders of the Insured Certificates,
including any endorsements thereto, attached hereto as Exhibit Q.
FSA Policy Payments Account: The account established pursuant to Section
----------------------------
11.02(b) hereof.
Guaranteed Distribution: With respect to the Insured Certificates and any
------------------------
Distribution Date, as defined in the FSA Policy.
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 Premium: As to any Distribution Date, the premium payable to
------------------
Financial Security in respect of the FSA Policy, which shall be an amount equal
to one-twelfth of the sum of (a) 0.07% multiplied by the aggregate Certificate
Principal Balance of the Class A-9, Class A-10 and Class A-19 Certificates
27
<PAGE>
immediately prior to such Distribution Date, (b) 0.08% multiplied by the
Certificate Principal Balance of the Class A-12 Certificates immediately prior
to such Distribution Date, (c) 0.12% multiplied by the Certificate Principal
Balance of the Class A-15 Certificates immediately prior to such Distribution
Date and (d) 0.070122% multiplied by the Certificate Principal Balance of the
Class A-18 Certificates immediately prior to such Distribution Date.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant
-------------------
to any Primary Insurance Policy or any other related insurance policy (excluding
the FSA 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.
Insured Certificates: Any one of the Class A-9, Class A-10, Class A-12,
---------------------
Class A-15, Class A-18 or Class A-19 Certificates.
Insured Reserve Fund: The account established and maintained by the Trustee
---------------------
in accordance with Section 4.08 hereof.
Insured Reserve Withdrawal: As defined in Section 4.08.
---------------------------
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.
28
<PAGE>
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
--------------------
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes of
--------------
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Variable Strip Certificates which have no Certificate Principal Balance)
representing a regular interest in the REMIC and the rights to the Excess Spread
would be reduced to zero, which is July 25, 2026, the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan.
The latest possible Maturity Date for each Uncertificated REMIC Regular Interest
is the Distribution Date immediately following the latest scheduled maturity
date for the related Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
----------------
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
--------
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
---------
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a
--------------
particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
29
<PAGE>
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
-----------------------
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state and zip code
("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at
which the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that
the Mortgage Loan is secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the Mortgage
Loan is secured by a non-owner occupied residence.
30
<PAGE>
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
---------------
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
--------------
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
--------------
related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
-------------------
Mortgagor: The obligor on a Mortgage Note.
----------
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
------------------
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortage 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.
-------------------------
31
<PAGE>
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. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company, the Trustee and Financial Security.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
-----------------------------
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of any Distribution Date, with respect to any class of
---------------
Variable Strip Certificates, the aggregate Stated Principal Balance of the
Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests
represented by such Class of Variable Strip Certificates.
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
Senior Certificates (other than the Class A-24 Certificates) and the denominator
of which is
32
<PAGE>
the aggregate Stated Principal Balance of the Mortgage Loans (other than the
Discount Fraction of the Discount Mortgage Loans), which is approximately 94.48%
as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including an
--------------------------
REO Property) which was not the subject of a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Owner or Holder: With respect to the Excess Spread at any time at which the
----------------
Excess Spread evidences ownership in any Uncertificated REMIC Regular Interest,
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-13 Certificates, Class A-24 Certificates and any Variable Strip
Certificates), Class M Certificates, Class B Certificates and Class R
Certificates and any Distribution Date, the per annum rate set forth in the
Preliminary Statement hereto. With respect to any Class of Variable Strip
Certificates and any Distribution Date, a rate equal to the weighted average,
expressed as a percentage, of the Spread Rates of all Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class of Variable Strip Certificates as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions
33
<PAGE>
thereon allocable to principal to the Holders of the Certificates. The Class A-
13 Certificates and Class A-24 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 Variable
--------------------
Strip or Class R Certificate), the undivided percentage ownership interest in
the related Class evidenced by such Certificate, which percentage ownership
interest shall be equal to the Initial Certificate Principal Balance thereof
divided by the aggregate Initial Certificate Principal Balance of all of the
Certificates of the same Class. With respect to a Variable Strip or Class R
Certificate, the interest in distributions to be made with respect to the Class
evidenced thereby, expressed as a percentage, as stated on the face of each such
Certificate.
Permitted Investments: One or more of the following:
----------------------
(i) obligations of or guaranteed as to principal and interest by the United
States or any agency or instrumentality thereof when such obligations are backed
by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not
more than one month from the date of acquisition thereof, provided that the
unsecured obligations of the party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits
and bankers' acceptances (which shall each have an original maturity of not more
than 90 days and, in the case of bankers' acceptances, shall in no event have an
original maturity of more than 365 days or a remaining maturity of more than 30
days) denominated in United States dollars of any U.S. depository institution or
trust company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution or trust
company; provided
34
<PAGE>
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) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and
35
<PAGE>
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 Allocation Test: With respect to any Distribution Date, a test
---------------------------
that shall be met if all of the following conditions are satisfied: (i) the
Subordinate Percentage as of such Distribution Date is at least two times the
Subordinate Percentage as of the Closing Date; (ii) the aggregate Stated
Principal Balance of Mortgage Loans delinquent 60 days or more (including for
this purpose any Mortgage Loans in foreclosure and any REO Properties) averaged
over the last six months as a percentage of the aggregate Stated Principal
Balance of all Mortgage Loans averaged over the last six months, does not exceed
2%; and (iii) the aggregate amount of Realized Losses incurred with respect to
the Mortgage Loans since the Closing Date do not exceed 30% of the aggregate
Certificate Principal Balance of the Class M Certificates and Class B
Certificates as of the Closing Date.
Prepayment Assumption: A prepayment assumption of 250% of the standard
----------------------
prepayment assumption, used for determining the
36
<PAGE>
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 August 2001
(unless the Certificate Principal Balances of the Class A Certificates,
other than the Prepayment Lockout Certificates and Class A-24
Certificates, have been reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding not discussed in clause (i) above:
(a) in the case of the Class of Class M Certificates then outstanding
with the lowest numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation and
each other Class of Class M Certificates and Class B Certificates for
which the related Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is the
Certificate Principal Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate
Principal Balances immediately prior to such date of (1) the Class of
Class M Certificates then outstanding with the lowest numerical
designation, or in the event the Class M Certificates are no longer
outstanding, the Class of Class B Certificates then outstanding with the
lowest numerical designation and (2) all other Classes of
37
<PAGE>
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
38
<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 Lockout Certificates: Any one of the Class A-5 or Class A-6
--------------------------------
Certificates.
Prepayment Lockout Percentage: As of any Distribution Date, the percentage
------------------------------
equal to the aggregate Certificate Principal Balance of the Prepayment Lockout
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties)(other than the Discount Fraction of the Discount Mortgage Loans)
immediately prior to such Distribution Date.
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
39
<PAGE>
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 or otherwise purchased on any date pursuant to Section 2.02, 2.03, 2.04 or
4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof plus the principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or at the Net Mortgage
Rate in the case of a purchase made by the Master Servicer) on the Stated
Principal Balance thereof to the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
-----------------------------------
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply
40
<PAGE>
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 or Accrued Certificate Interest on any Class of
Variable Strip Certificates and (ii) the excess of the Spread Rate on such
Qualified Substitute Mortgage Loan as calculated pursuant to the definition of
"Spread Rate" over the Spread Rate on the related Deleted Mortgage Loan shall be
payable to the Class R Certificates pursuant to Section 4.02 hereof .
Rating Agency: Fitch and Standard & Poor's with respect to the Class A,
--------------
Class R, Class M-1 and Class M-2 Certificates and Fitch with respect to the M-3,
Class B-1 and Class B-2 Certificates. If either agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Company, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
--------------
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders
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
41
<PAGE>
Cash Liquidation (or REO Disposition) occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to principal of the Mortgage
Loan, net of the portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances or expenses as to which the Master
Servicer or Subservicer is entitled to reimbursement thereunder but which have
not been previously reimbursed. With respect to each Mortgage Loan which has
become the subject of a Deficient Valuation, the difference between the
principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction .
Record Date: With respect to each Distribution Date, the close of business
------------
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
--------------------
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
------
Section 860D of the Code.
REMIC 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.
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<PAGE>
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 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
43
<PAGE>
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.
Security Agreement: With respect to a Cooperative Loan, the agreement
-------------------
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
-------
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
-------------------
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans.
Senior Certificates: Any one of the Class A Certificates or 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-24 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 Discount Fraction of the Discount Mortgage Loans) 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 Section 4.02(a)(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), (xvii) and
(xviii).
44
<PAGE>
Senior Support Depletion Date: The first Distribution Date on which the
-----------------------------
Certificate Principal Balance of the Class A-5 Certificates has been reduced to
zero.
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 of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
----------------------
$3,643,213 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
45
<PAGE>
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 54.97% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
--------------------
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a
46
<PAGE>
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) 7.75% 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)
47
<PAGE>
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 Loan) 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 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
48
<PAGE>
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.
Super Senior Optimal Principal Distribution Amount: As of any Distribution
---------------------------------------------------
Date on or after the Credit Support Depletion Date the sum of (a) product of (1)
the then-applicable Super Senior Percentage and (2) the sum of the amounts
described in clauses (A), (D) and (F) of Section 4.02(a)(ii)(Y) and (b) the
amounts described in clauses (B) and (C) of Section 4.02(a)(ii)(Y).
Super Senior Percentage: As of any Distribution Date, a fraction, expressed
------------------------
as a percentage, the numerator of which is the aggregate Certificate Principal
Balance of all Senior Certificates (other than the Class A-5 Certificates and
Class A-24 Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Certificate Principal Balance of all
Senior Certificates (other than the Class A-24 Certificates) immediately prior
to such Distribution Date.
Tax Returns: The federal income tax return on Internal Revenue Service Form
------------
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
---------
other form of assignment of any Ownership Interest in a Certificate.
49
<PAGE>
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,
(iv) the hazard insurance policies and Primary Insurance Policies, if any,
and certain proceeds thereof, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 1,340 uncertificated partial
--------------------------------------
undivided beneficial ownership interests in the Trust Fund numbered sequentially
from 1 through 1,340, each relating to the particular Mortgage Loan identified
by such sequential number on the Mortgage Loan Schedule, each having no
principal balance, and each bearing interest at the respective Spread Rate on
the aggregate Stated Principal Balance of the related Mortgage Loan.
Underwriter: As defined in Section 4.08.
------------
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single
--------------------------------------------------------
Attestation Program for Mortgage Bankers, as
50
<PAGE>
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.
Variable Strip Certificates: Any one of any Class of Class A Certificates
---------------------------
issued in accordance with Section 5.01(c).
Voting Rights: The portion of the voting rights of all of the
--------------
Certificates which is allocated to any Certificate. 98% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Variable
Strip or Class R Certificates, in proportion to the outstanding Certificate
Principal Balances of their respective Certificates, except that Financial
Security shall be assigned the Voting Rights of the Insured Certificateholders
in the absence of any continuing Financial Security Default; and the Holders of
the Class R Certificates shall be entitled to 1.0% of all of the Voting Rights
allocated among the Certificates of each such class in accordance with their
respective Percentage Interests and the Owner of the Excess Spread and Holders
of the Variable Strip Certificates collectively shall be entitled to 1.0% of all
the Voting Rights, allocated to the Owner of Excess Spread and each Class of
Variable Strip Certificates in proportion to the amount of Accrued Certificate
Interest or amount of Excess Spread as of the immediately preceding Distribution
Date, and allocated among the Certificates of each Class of Variable Strip
Certificates in accordance with their respective Percentage Interests.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
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(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). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the FSA Policy.
(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;
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(iv) The original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the Person
assigning it to the Trustee or a copy of such assignment or assignments of the
Mortgage certified by the public recording office in which such assignment or
assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy of
each modification, assumption agreement or preferred loan agreement certified by
the public recording office in which such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each
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with evidence of recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary Lease ;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the Trustee
as secured party, each in a form sufficient for filing, evidencing the interest
of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders 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
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complete set of such documents to the Trustee or the Custodian or Custodians
that are the duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which
has been delivered to it by the Company. Every six months after the Closing
Date, for so long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one
of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan the Company cannot
deliver the Mortgage, any assignment, modification, assumption agreement or
preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel acceptable
to the Trustee and the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or
Form UCC-1, as applicable, is lost or returned unrecorded to the Company because
of any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may
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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
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documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and (C) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B)
and (C) granted by Residential Funding to the Company pursuant to the Assignment
Agreement; (c) the possession by the Trustee, the Custodian or any other agent
of the Trustee of Mortgage Notes or such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense
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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 $1,274,486 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in August 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 August 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.
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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
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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.
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
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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 ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;
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(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
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Company, any Affiliate of the Company or the Trustee by the Master Servicer
will, to the knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will examine
each new, Subservicing Agreement and is or will be familiar with the terms
thereof. The terms of each existing Subservicing Agreement and each designated
Subservicer are acceptable to the Master Servicer and any new Subservicing
Agreements will comply with the provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or any
Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
90 days of its discovery or its receipt of notice of such breach, the Master
Servicer shall either (i) cure such breach in all material respects or (ii) to
the extent that such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price
and in the manner set forth in Section 2.02; 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.
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(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 30 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan is
secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in
excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy
that insures (a) at least 22% of the principal balance of the Mortgage Loan at
origination if the Loan-to-Value Ratio is between 95.00% and 90.01% and (b) at
least 12% of such balance if the Loan-to-Value Ratio is between 90.00% 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 1.0% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged Properties
located in any one zip code area in California and no more than 0.6% of the
Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off Date are
secured by Mortgaged Properties located
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in any one zip code area outside California. Eight of the Mortgage Loans,
representing approximately 0.3% 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) 14.6% of the Mortgage Loans were underwritten under a reduced
loan documentation program;
(x) Each Mortgagor represented in its loan application with respect
to the related Mortgage Loan that the Mortgaged Property would be owner-occupied
and therefore would not be an investor property as of the date of origination of
such Mortgage Loan. No Mortgagor is a corporation or a partnership;
(xi) 0.4% 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
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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) One of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or any
Custodian of a breach of any of the representations and warranties set forth in
this Section 2.03(b) which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement);
provided, however, that in the event of a breach of the representation and
- -------- -------
warranty set forth in Section 2.03(b)(xii), the party discovering such breach
shall give such notice within five days of discovery. Within 90 days of its
discovery or its receipt of notice of breach, the Company shall either (i) cure
such breach in all material respects or (ii) purchase such Mortgage Loan from
the Trust Fund at the Purchase Price and in the manner set forth in
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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.
Section 2.04. Representations and Warranties of Sellers.
-----------------------------------------
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
and the Owner of the Excess Spread all of its right, title and interest in
respect of the Assignment Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or such Seller's Agreement
relates to the representations and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such representations and warranties, such right,
title and interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders and the Owner of the Excess Spread. Upon the
discovery by the Company, the Master Servicer, the Trustee or any Custodian of a
breach of any of the representations and warranties made in a Seller's Agreement
or the Assignment Agreement (which, for purposes hereof, will be deemed to
include any other cause giving rise to a repurchase obligation under the
Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders and the Owner of the
Excess
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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; provided 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 cure or
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 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, 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
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amended Mortgage Loan Schedule 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
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to substitute for) such Mortgage Loan as to which such a breach has occurred and
is continuing shall constitute the sole remedy respecting such breach available
to 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.
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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, if any, evidence ownership of the
entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
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(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
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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 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.
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Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
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(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
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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
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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 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
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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
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Master Servicer may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
--------------------------------
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee, 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.
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Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
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(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense
of the Master Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by it and otherwise use
its best efforts to effect the orderly and efficient transfer of each
Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
---------------------------------------------
(a) The Master Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans, and shall, to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment and which are
normal and usual in its general mortgage servicing activities. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in connection with
the prepayment of a Mortgage Loan and (ii) extend the Due Date for payments due
on a Mortgage Loan in accordance with the Program Guide; provided, however, that
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the Master Servicer shall first determine that any such waiver or extension will
not impair the coverage of any related Primary Insurance
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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
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extension shall be made if any 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 be 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.
(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
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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
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amount from the Custodial Account, any provision herein to the contrary
notwithstanding. The Custodial Account may contain funds that belong to one or
more trust funds created for mortgage pass-through certificates of other series
and may contain other funds respecting payments on mortgage loans belonging to
the Master Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and the
proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04 and 4.07 received in any calendar month, the Master Servicer may elect to
treat such amounts as included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future Distribution)
and which shall not be sold or disposed of prior to their maturities. All
income and gain realized from any such investment shall be for the benefit of
the Master Servicer as additional servicing compensation and shall be subject to
its withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the Company of
any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
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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
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month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such month, from the
date of application of such Curtailment to the first day of the following month.
Any amounts paid by a Subservicer pursuant to the preceding sentence shall be
for the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals
of amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
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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.
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In the event that compliance with this Section 3.09 shall make any Class of
Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
------------------------------------------------
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and in
the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01, 3.07(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
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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
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;
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(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
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of the Excess Spread (and not theretofore reimbursed to the Master Servicer or
the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
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(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
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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 necessary to permit recovery under any
Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
Section 3.07, any Insurance Proceeds collected by or remitted to the Master
Servicer under any Primary Insurance Policies shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.
--------------------------------
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan
(other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
- -------- -------
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
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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 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
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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
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(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 (a) 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 (b) 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 start-up 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
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Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the
remaining term thereof, (D) no material term of the Mortgage Loan (including the
interest rate on the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged
Property is to be released from liability on the Mortgage Loan, such release
will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed 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.
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(d) Subject to any other applicable terms and conditions of this Agreement,
the Trustee and Master Servicer shall be entitled to approve an assignment in
lieu of satisfaction with respect to any Mortgage Loan, provided the obligee
with respect to such Mortgage Loan following such proposed assignment provides
the Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit O, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the proposed assignment will have a rate of interest
at least 0.25 percent below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid principal balance
of and accrued interest on such Mortgage Loan and the Master Servicer shall
treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
-----------------------------------------
(a) The Master Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or
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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 discretion with respect to any
defaulted Mortgage Loan or REO
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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
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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. 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
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deficiencies with respect to such fees which result from the foregoing
allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
-------------------------
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit H requesting
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall promptly release, or cause the Custodian to release,
the related Mortgage File to the Master Servicer. The Master Servicer is
authorized to execute and deliver to the Mortgagor the request for reconveyance,
deed of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage, together with the Mortgage Note with, as
appropriate, written evidence of cancellation thereon. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, requesting that possession of all, or
any document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any Required Insurance Policy. Upon receipt of the foregoing, the
Trustee shall deliver, or cause the Custodian to deliver, the Mortgage File or
any document therein to the Master Servicer. The Master Servicer shall cause
each Mortgage File or any document therein so released to be returned to the
Trustee, or
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the Custodian as agent for the Trustee when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited in
the Custodial Account or (ii) the Mortgage File or such document has been
delivered directly or through a Subservicer to an attorney, or to a public
trustee or other public official as required by law, for purposes of initiating
or pursuing legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially, and the Master Servicer
has delivered directly or through a Subservicer to the Trustee a certificate of
a Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. In the event of the liquidation of a Mortgage Loan, the Trustee
shall deliver the Request for Release with respect thereto to the Master
Servicer upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute
and deliver to the Master Servicer, if necessary, any court pleadings, requests
for trustee's sale or other documents necessary to the foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Together
with such documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer requesting
that such pleadings or documents be executed by the Trustee and certifying as to
the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
---------------------------------
(a) The Master Servicer, as compensation for its activities hereunder, shall
be entitled to receive on each
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Distribution Date the amounts provided for by clauses (iii), (iv), (v) and (vi)
of Section 3.10(a), subject to clause (e) below. The amount of servicing
compensation provided for in such clauses shall be accounted for on a Mortgage
Loan-by-Mortgage Loan basis. In the event that Liquidation Proceeds, Insurance
Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to
Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed
the unpaid principal balance of such Mortgage Loan plus unpaid interest accrued
thereon (including REO Imputed Interest) at the related Net Mortgage Rate, the
Master Servicer shall be entitled to retain therefrom and to pay to itself
and/or the related Subservicer any Servicing Fee or Subservicing Fee considered
to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be
transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain
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realized from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts of
servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
--------------------------------------
Not later than fifteen days after each Distribution Date, the Master Servicer
shall forward to the Trustee and the Company a statement, certified by a
Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
---------------------------------
The Master Servicer will deliver to the Company, the Trustee and Financial
Security 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 relating to this
Agreement in all material respects
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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.
Section 3.19. Annual Independent Public Accountants'
Servicing Report.
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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, the Trustee and Financial Security 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.
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Section 3.20. Rights of the Company in Respect
of the Master Servicer.
--------------------------------
The Master Servicer shall afford the Company, upon reasonable notice, during
normal business hours access to all records maintained by the Master Servicer in
respect of its rights and obligations hereunder and access to officers of the
Master Servicer responsible for such obligations. Upon request, the Master
Servicer shall furnish the Company with its most recent financial statements and
such other information as the Master Servicer possesses regarding its business,
affairs, property and condition, financial or otherwise. The Master Servicer
shall also cooperate with all reasonable requests for information including, but
not limited to, notices, tapes and copies of files, regarding itself, the
Mortgage Loans or the Certificates from any Person or Persons identified by the
Company or Residential Funding. The Company may, but is not obligated to,
enforce the obligations of the Master Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer hereunder or exercise the rights of the Master Servicer
hereunder; provided that the Master Servicer shall not be relieved of any of its
obligations hereunder by virtue of such performance by the Company or its
designee. The Company shall not have any responsibility or liability for any
action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
Section 3.21. Administration of Buydown Funds.
-------------------------------
(a) With respect to any Buydown Mortgage Loan, the Subservicer has deposited
Buydown Funds in an account that satisfies the requirements for a Subservicing
Account (the "Buydown Account"). The Master Servicer shall cause the
Subservicing Agreement to require that upon receipt from the Mortgagor of the
amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer will
withdraw from the Buydown Account the predetermined amount that, when added to
the amount due on such date from the Mortgagor, equals the full Monthly Payment
and transmit that amount in accordance with the terms of the Subservicing
Agreement to the Master Servicer together with the related payment made by the
Mortgagor or advanced by the Subservicer.
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(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.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
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(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.
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Section 4.02. Distributions.
-------------
(a) On each Distribution Date (x) the Master Servicer on behalf of the Trustee
or (y) 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), to Financial Security, the
Insurance Premium for such Distribution Date, 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-24
Certificateholders), Class R Certificateholders, Financial Security and the
Owner of the Excess Spread, on a pro rata basis based on Accrued Certificate
Interest payable on such Certificates, the amount of the Insurance Premium and
the amount of Excess Spread with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates, the Insurance Premium and
such Excess Spread, as applicable, for such Distribution Date, plus any Accrued
Certificate Interest thereon, Insurance Premium 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-24 Certificateholders, the Class A-24
Principal Distribution Amount; and
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(Y) to the Class A Certificateholders (other than Class A-24
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)
through (g), the sum of the following (applied to reduce the Certificate
Principal Balances of such Class A Certificates or Class R Certificates, as
applicable):
(A) the Senior Percentage for such Distribution Date times the sum of the
following:
(1) the principal portion of each Monthly Payment due during the related Due
Period on each Outstanding Mortgage Loan (other than the related Discount
Fraction of the principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the related Determination
Date, minus the principal portion of any Debt Service Reduction (other than the
related Discount Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan) which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan repurchased during the
related Prepayment Period (or deemed to have been so repurchased in accordance
with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial Account in connection with
the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period (other than the related Discount Fraction
of such Stated Principal Balance or shortfall with respect to a Discount
Mortgage Loan); and
(3) the principal portion of all other unscheduled collections (other than
Principal Prepayments in Full and Curtailments and amounts received in
connection with a Cash Liquidation or REO Disposition of a Mortgage Loan
described in
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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 Adjusted 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 Adjusted Senior Accelerated Distribution Percentage for such
Distribution Date times the related unscheduled collections (including without
limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the
extent applied by the Master Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (in each case other than the portion of
such unscheduled collections, with respect to a Discount Mortgage Loan included
in Section 4.02(b)(i)(C));
(C) the Adjusted 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);
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(D) any Excess Subordinate Principal Amount for such Distribution Date;
(E) the Prepayment Lockout Certificates' pro rata share, based on the
aggregate Certificate Principal Balance thereof relative to the aggregate of the
Certificate Principal Balance of the Prepayment Lockout, Class M and Class B
Certificates, of the unscheduled collections and prepayments referred to in
clauses (B) and (C) above, to the extent such receipts are not payable to the
Senior Certificates (other than the Prepayment Lockout Certificates or the Class
A-24 Certificates);
(F) any amounts described in subsection (ii)(Y), clauses (A), (B), (C) and (E)
of this Section 4.02(a), as determined for any previous Distribution Date, which
remain unpaid after application of amounts previously distributed pursuant to
this clause (F) to the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to the
Master Servicer or a Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any Advances or Subservicer
Advances previously made with respect to any Mortgage Loan or REO Property which
remain unreimbursed in whole or in part following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property, minus any such Advances that
were made with respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date, except as
provided below;
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(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-24 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)(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
(x) the Subordinate Principal Distribution Amount for such Class of Certificates
for such Distribution Date, minus (y) the amount of any Class A-24 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-24 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;
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(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-24 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;
(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-24
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-
24 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;
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(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-24 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 Financial Security, as subrogee of the Insured
Certificateholders, to reimburse Financial Security for claims paid under the
FSA Policy, to the extent of Cumulative Insurance Payments on the Insured
Certificates;
(xvii) to the Class A Certificateholders and Class R Certificateholders
in the priority set forth in Section 4.02(b), the portion, if any, of the
Available Distribution Amount remaining after the foregoing distributions,
applied to reduce the Certificate Principal Balances of such Class A and Class R
Certificates, but in no event more than the aggregate of the outstanding
Certificate Principal Balances of each such Class of Class A and Class R
Certificates, and thereafter, to each Class of Class M Certificates then
outstanding beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Class M Certificates, but in
no event more than the outstanding Certificate Principal Balance of each such
Class of Class M Certificates; and thereafter to each such Class of Class B
Certificates then outstanding beginning with such Class with the lowest
numerical designation, any portion of the Available Distribution Amount
remaining after the Class M Certificates have been retired, applied to reduce
the Certificate Principal Balance of each such Class of Class B Certificates,
but in no event more than the outstanding Certificate Principal Balance of each
such Class of Class B Certificates; and
(xviii) to the Class R Certificateholders, the balance, if any, of the
Available Distribution Amount.
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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-24 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-24
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
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repurchases under Section 3.07(b)) of Discount Mortgage Loans (or, in the case
of a substitution of a Deleted Mortgage Loan, the Discount Fraction of the
amount of any shortfall deposited in the Custodial Account in connection with
such substitution);
(C) in connection with the 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-24 Collection Shortfalls for such Distribution
Date and the amount of any Class A-24 Collection Shortfalls remaining unpaid for
all previous Distribution Dates, but only to the extent of the Eligible Funds
for such Distribution Date;
(ii) an amount equal to the sum of (A) the Prepayment Lockout
Certificates' pro rata share, based on the aggregate Certificate Principal
Balance thereof relative to the Certificate Principal Balance of all other
classes of Senior Certificates (other than the Class A-24 Certificates), of the
aggregate of the amounts set forth in clauses 4.02(a)(ii)(Y)(A), (D) and (F) and
(B) the amount described in clause 4.02(a)(ii)(Y)(E) shall be distributed to the
Prepayment Lockout Certificates on a pro rata basis in proportion to their
respective Certificate Principal Balances in reduction of the Certificate
Principal Balances thereof; PROVIDED that if the aggregate of the amounts set
forth in clauses 4.02(a)(ii)(Y)(A) through (F) is more than the balance of the
Available Distribution Amount remaining
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after the Senior Interest Distribution Amount, the Class A-24 Principal
Distribution Amount and the Insurance Premium have been distributed, the amount
paid to the Prepayment Lockout Certificates pursuant to this clause 4.02(b)(ii)
shall be reduced by an amount equal to the Prepayment Lockout Certificates' pro
rata share of such difference based on the aggregate Certificate Principal
Balance thereof relative to the Certificate Principal Balance of all other
classes of Senior Certificates (other than the Class A-24 Certificates),;
(iii) the balance of the Senior Principal Distribution Amount, if
any, remaining after the distributions described in clause 4.02(b)(ii) above
shall be distributed to the Class R Certificates until the Certificate Principal
Balance thereof has been reduced to zero;
(iv) the balance, if any, of the Senior Principal Distribution
Amount remaining after the distributions described in clauses 4.02(b)(ii) and
4.02(b)(iii) above shall be distributed as follows:
(A) first, in an aggregate amount up to $164,377,700 (taking into
account all distributions on prior Distribution Dates pursuant to this clause
(A)) concurrently as follows:
(I) 8.3810164031% to the Class A-1 Certificates;
(II) 17.319907749% to the Class A-2 Certificates;
(III) 20.3433803439% to the Class A-4 Certificates;
(IV) 9.5734810744% to the Class A-7 Certificates;
(V) 9.5734810744% in the following order: (a) to the Class A-17 Certificates
until the Certificate Principal Balance of the Class A-17
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Certificates has been reduced to zero; and (b) to the Class A-8 Certificates;
(VI) 13.6457693606% in the following order: (a) to the Class A-20
Certificates until the Certificate Principal Balance of the Class A-20
Certificates has been reduced to zero; and (b) to the Class A-21 Certificates;
(VII) 17.9705729343% in the following order: (a) to the Class A-2
Certificates, in an aggregate amount up to $29,402,982 (taking into account all
distributions on prior Distribution Dates pursuant to this clause (A)(VII)(a))
and (b) to the Class A-22 Certificates; and
(VIII) 3.1923910603% in the following order: (a) to the Class A-11
Certificates, in an aggregate amount up to $1,324,458 (taking into account all
distributions on prior Distribution Dates pursuant to this clause (A)(VIII)(a));
(b) 26.0153987752% and 73.9846012248% concurrently to the Class A-11
Certificates and Class A-14 Certificates, respectively, until the Certificate
Principal Balance of the Class A-14 Certificates has been reduced to zero; and
(c) 9.4911058765%, 9.4911058765% and 81.0177882469% concurrently to the Class A-
7 Certificates, Class A-8 Certificates and Class A-11 Certificates,
respectively, in an aggregate amount up to $1,377,594 (taking into account all
distributions on prior Distribution Dates pursuant to this clause (A)(VIII)(c));
(B) second, in an aggregate amount up to $78,347,637 (taking into account all
distributions on prior Distribution Dates pursuant to this clause (B))
concurrently as follows:
(I) 7.4352797647% to the Class A-1 Certificates;
(II) 5.9043496648% to the Class A-7 Certificates;
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(III) 5.9043496648% to the Class A-8 Certificates;
(IV) 2.2945326544% to the Class A-11 Certificates;
(V) 78.4614882513% in the following order: (a) 25.0000000000%, 29.3641583963%,
19.6966544482% and 25.9391871555% concurrently to the Class A-2 Certificates,
Class A-4 Certificates, Class A-21 Certificates and Class A-22 Certificates,
respectively, until the Certificate Principal Balance of the Class A-2
Certificates has been reduced to zero; (b) 39.1522111951%, 26.2622059310% and
34.5855828739% concurrently to the Class A-4 Certificates, Class A-21
Certificates and Class A-22 Certificates, respectively, until the Certificate
Principal Balance of the Class A-21 Certificates has been reduced to zero; (c)
39.1522111951%, 26.2622059310% and 34.5855828739% concurrently to the Class A-4
Certificates, Class A-23 Certificates and Class A-22 Certificates, respectively,
until the Certificate Principal Balances of the Class A-4 Certificates, Class A-
23 Certificates and Class A-22 Certificates have been reduced to zero and (d) to
the Class A-3 Certificates in an aggregate amount up to $19,249,793 (taking into
account all distributions on prior Distribution Dates pursuant to this clause
(B)(V)(d));
(C) third, in an aggregate amount up to $40,607,014 (taking into account all
distributions on prior Distribution Dates pursuant to this clause (C))
concurrently as follows:
(I) 9.7149608193% to the Class A-9 Certificates;
(II) 9.7149608193% to the Class A-12 Certificates;
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(III) 80.57007836134% in the following order: (a) to the Class A-3
Certificates, until the Certificate Principal Balance of the Class A-3
Certificates has been reduced to zero; (b) 7.7547124791%, 42.2452875208%
and 50.0000000001% concurrently to the Class A-15 Certificates, Class A-18
Certificates and Class A-19 Certificates, respectively, until the
Certificate Principal Balances of the Class A-15 Certificates, Class A-18
Certificates and Class A-19 Certificates have been reduced to zero; and (c)
26.7399088643%, 1.1141729640% and 72.1459181717% concurrently to the Class
A-10 Certificates, Class A-13 Certificates and Class A-16 Certificates,
respectively, in an aggregate amount up to $2,889,318 (taking into account
all distributions on prior Distribution Dates pursuant to this clause
(C)(III)(c));
(D) fourth, in an aggregate amount up to $12,201,231 (taking into account
all distributions on prior Distribution Dates pursuant to this clause (D)) as
follows: 8.64703323788%, 22.1155002823%, 8.64703323788%, 0.9214802315% and
59.6689530104% concurrently to the Class A-9 Certificates, Class A-10
Certificates, Class A-12 Certificates, Class A-13 Certificates and Class A-16
Certificates; and
(E) fifth, 26.7399197856%, 1.1141645977% and 72.1459156167% concurrently to
the Class A-10 Certificates, Class A-13 Certificates and Class A-16
Certificates, respectively, until the Certificate Principal Balances thereof
have been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date but prior
to the Senior Support Depletion Date, all priorities relating to distributions
as described above in respect of principal among the Senior Certificates (other
than the Class A-24 Certificates) will be disregarded, an amount equal to the
Discount Fraction of the principal portion of scheduled payments and unscheduled
collections received or advanced in respect of the Discount Mortgage Loans will
be distributed to the Class A-24 Certificates, and the Senior Principal
Distribution Amount will be distributed among all classes of Senior
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Certificates (other than the Class A-24 Certificates) pro rata in accordance
with their respective outstanding Certificate Principal Balances and the amount
set forth in Section 4.02(a)(i) will be distributed as set forth therein;
provided that the aggregate amount distributable to the Senior Certificates
(other than the Class A-24 Certificates) will be distributed among such
Certificates in the following priority: first, to the Senior Certificates (other
than the Class A-5 and Class A-24 Certificates), on a pro rata basis in
accordance with the respective amounts of Accrued Certificate Interest thereon,
up to an aggregate amount equal to the Accrued Certificate Interest thereon;
second, to the Senior Certificates (other than the Class A-5 and Class A-24
Certificates), on a pro rata basis in accordance with their respective
Certificate Principal Balances, up to the Super Senior Optimal Principal
Distribution Amount, in reduction of the Certificate Principal Balances thereof;
third, to the Class A-5 Certificates, up to an amount equal to the Accrued
Certificate Interest thereon; and fourth, to the Class A-5 Certificates, the
remainder of the amount so distributable among the Senior Certificates (other
than the Class A-24 Certificates), until the Certificate Principal Balance
thereof has been reduced to zero.
(d) On or after the occurrence of both the Credit Support Depletion Date and
the Senior Support Depletion Date but prior to the reduction of the Certificate
Principal Balance of the Class A-15 Certificates to zero, all priorities
relating to distributions as described above in respect of principal among the
Senior Certificates (other than the Class A-24 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-24 Certificates, and the
Senior Principal Distribution Amount will be distributed among the Senior
Certificates (other than the Class A-24 Certificates) pro rata in accordance
with their respective outstanding Certificate Principal Balances and the amount
set forth in Section 4.02(a)(i) will be distributed as set forth therein;
provided that the aggregate amount distributable to the Class A-3 Certificates
and Class A-15 Certificates will be distributed among such Certificates in the
following priority: first, to the Class A-3 Certificates up to an aggregate
amount equal to the Accrued Certificate Interest thereon; second, to the Class
A-3 Certificates up to the Class A-3 Optimal Principal Distribution
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Amount, in reduction of the Certificate Principal Balance thereof; third, to
the Class A-15 Certificates, up to an amount equal to the Accrued Certificate
Interest thereon; and fourth, to the Class A-15 Certificates, the remainder of
the amount so distributable among the Class A-3 Certificates and Class A-15
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero.
(e) On or after the occurrence of the Credit Support Depletion Date, the
Senior Support Depletion Date and upon reduction of the Certificate Principal
Balance of the Class A-15 Certificates to zero, all priorities relating to
distributions as described above in respect of principal among the Senior
Certificates (other than the Class A-24 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-24 Certificates, and the Senior Principal
Distribution Amount will be distributed to the Senior Certificates (other than
the Class A-24 Certificates) pro rata in accordance with their respective
outstanding Certificate Principal Balances and the amount set forth in Section
4.02(a)(i) will be distributed as set forth therein.
(f) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Prepayment Lockout Certificates and Class A-24
Certificates) to zero but prior to the occurrence of the Credit Support
Depletion Date, the Available Distribution Amount will be paid solely to the
holders of the Prepayment Lockout, Class A-24, Variable Strip, Class M and Class
B Certificates and the owner of the Excess Spread, provided that the aggregate
amount of all full and partial Principal Prepayments made by the respective
Mortgagors (other than the related Discount Fraction of such Principal
Prepayments, with respect to each Discount Mortgage Loan) during the preceding
calendar month will be distributed as follows: (i) on any Distribution Date
prior to the Distribution Date occurring in August 1999 on which the Prepayment
Allocation Test is met, the Class M Certificates and Class B Certificates in the
aggregate will receive 50% of their pro rata share of such Principal Prepayments
and the Prepayment Lockout Certificates will receive the remainder of such
Principal Prepayments, (ii) on any Distribution Date occurring on or after the
Distribution Date in August 1999 but prior to the Distribution Date in August
2006 on
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which the Prepayment Allocation Test is met, such Principal Prepayments
will be distributed on a pro rata basis between the Prepayment Lockout
Certificates and the Class M Certificates and Class B Certificates,
collectively, and (iii) on any Distribution Date occurring prior to the
Distribution Date occurring in August 2006 on which the Prepayment Allocation
Test is not met, all Principal Prepayments will be distributed to the Holders of
the Prepayment Lockout Certificates.
(g) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-24 Certificates) to zero but prior to the
occurrence of the Credit Support Depletion Date, the Senior Certificates (other
than the Class A-24 and Variable Strip Certificates) will be entitled to no
further distributions of principal thereon and the Available Distribution Amount
will be paid solely to the holders of the Class A-24, Variable Strip, Class M
and Class B Certificates and the Owner of the Excess Spread.
(h) In addition to the foregoing distributions on the Insured Certificates,
the Master Servicer on behalf of the Trustee or the Paying Agent appointed by
the Trustee shall distribute on each Distribution Date the amount, if any, paid
under the Policy and transferred to the Certificate Account with respect to such
Distribution Date pursuant to Section 11.02(b).
(i) 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 Financial Security, as
subrogee for such Certificateholders, to the extent Financial Security made an
FSA Insurance Payment in respect of such Realized Loss) or to the Owner of the
Excess
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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
12.01(e) or (ii) such Excess Spread or Class of Certificates has been deposited
into a separate trust fund or other structuring vehicle and separate
certificates or other instruments representing interests therein have been
issued in one or more classes, and any of such separate certificates or other
instruments was protected against the related Realized Loss pursuant to any
limited guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed with respect to the Certificates of
any Class shall be distributed by the Master Servicer to the Certificateholders
of record as of the Record Date immediately preceding the date of such
distribution, on a pro rata basis based on the Percentage Interest represented
by each Certificate of such Class as of such Record Date. Any amounts to be so
distributed shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage Loans that are
no longer assets of the Trust Fund.
(j) 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
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Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(k) 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, Financial Security and the Company a statement setting forth the
following information as to the Excess Spread and each Class of Certificates to
the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders of such
Class applied to reduce the Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing Principal Prepayments;
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(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 Guaranteed Distribution for such Distribution Date, and the
respective portions thereof allocable to principal and interest for each Class
of Insured Certificates;
(vii) the amount of any FSA Insurance Payment made on such
Distribution Date, the amount of any reimbursement payment made to Financial
Security on such Distribution Date pursuant to Sections 4.02(a)(xvi) and the
amount of Cumulative Insurance Payments after giving effect to any such FSA
Insurance Payment or any such reimbursement payment to Financial Security;
(viii) 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;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(x) 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)
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one month, (B) two months and (C) three months and the number
and aggregate principal balance of Mortgage Loans that are in foreclosure;
(xi) the number, aggregate principal balance and book value of any REO
Properties;
(xii) 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;
(xiii) 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;
(xiv) the weighted average Spread Rate for such Distribution Date
and the Pass-Through Rate on any Class of Variable Strip Certificates;
(xv) the occurrence of the Credit Support Depletion Date and the Accretion
Termination Date;
(xvi) the Adjusted Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvii) the Adjusted Senior Percentage for such Distribution Date;
(xviii) the aggregate amount of Realized Losses for such
Distribution Date;
(xix) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or warranty;
(xx) the weighted average remaining term to maturity of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date;
(xxi) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date; and
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(xxii) the occurrence of the Senior Principal Adjustment Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Owner of the Excess Spread or the Holder of a Certificate, other
than a Class R Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such calendar year
or applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Master Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Class R Certificate, a statement containing the
applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
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(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, Financial Security, 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; (ii) the amounts required to be withdrawn from
the Custodial Account and the Insured Reserve Fund and deposited into the
Certificate Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a); (iii) the amount of the
Insurance Premium; and (iv) the amount of Cumulative Insurance Payments as of
such Determination Date. 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
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no Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the Custodial Account and
deposit in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution so used shall
be replaced by the Master Servicer by deposit in the Certificate Account on or
before 11:00 A.M. New York time on any future Certificate Account Deposit Date
to the extent that funds attributable to the Mortgage Loans that are available
in the Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders and the Excess Spread required to be made on the following
Distribution Date. The Master Servicer shall be entitled to use any Advance
made by a Subservicer as described in Section 3.07(b) that has been deposited in
the Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a)(iii) in respect of outstanding
Advances on any Distribution Date shall be allocated to specific Monthly
Payments due but delinquent for previous Due Periods, which allocation shall be
made, to the extent practicable, to Monthly Payments which have been delinquent
for the longest period of time. Such allocations shall be conclusive for
purposes of reimbursement to the Master Servicer from recoveries on related
Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time,
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on the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon,
New York time, on such day the Trustee shall have been notified in writing (by
telecopy) that the Master Servicer shall have directly or indirectly deposited
in the Certificate Account such portion of the amount of the Advance as to which
the Master Servicer shall have given notice pursuant to the preceding sentence,
pursuant to Section 7.01, (a) terminate all of the rights and obligations of the
Master Servicer under this Agreement in accordance with Section 7.01 and (b)
assume the rights and obligations of the Master Servicer hereunder, including
the obligation to deposit in the Certificate Account an amount equal to the
Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section 4.04
into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
-----------------------------
Prior to each Distribution Date, the Master Servicer shall determine the total
amount of Realized Losses, if any, that resulted from any Cash Liquidation, Debt
Service Reduction, Deficient Valuation or REO Disposition that occurred during
the related Prepayment Period. The amount of each Realized Loss shall be
evidenced by an Officers' Certificate. All Realized Losses, other than Excess
Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess
Fraud Losses, shall be allocated as follows: first, to the Class B-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if such Realized Losses are on a Discount
Mortgage Loan, to the Class A-24 Certificates, in an amount equal to the
Discount Fraction of the principal portion thereof, and the remainder of such
Realized Losses and the entire amount of such Realized Losses on Non-Discount
Mortgage Loans among all the Class A Certificates (other than the Class A-24
Certificates),
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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; except that such Realized Losses otherwise allocable to the Senior
Certificates (other than the Class A-24 Certificates) will be allocated to the
Class A-5 Certificates until the Certificate Principal Balance of the Class A-5
Certificates is reduced to zero and after the Senior Support Depletion Date such
Realized Losses otherwise allocable to the Class A-3 Certificates will be
allocated to the Class A-15 Certificates until the Certificate Principal Balance
thereof is reduced to zero. 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-24
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-24 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-24 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 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
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Certificates have been reduced to zero, to the Class of Class M Certificates
then outstanding with the highest numerical designation shall be made by
operation of the definition of "Certificate Principal Balance" and by operation
of the provisions of Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the provisions of Section 4.02(a). All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby.
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
---------------------------------------
The Master Servicer or the Subservicers shall file information returns with
respect to the receipt of mortgage interests received in a trade or business,
the reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.
---------------------------------------
As to any Mortgage Loan which is delinquent in payment by 90 days or more, the
Master Servicer may, at its option, purchase such Mortgage Loan from the Trustee
at the Purchase Price therefor. If at any time the Master Servicer makes a
payment to the Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall
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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.
Section 4.08. Insured Reserve Fund.
--------------------
No later than the Closing Date, the Trustee will establish and maintain
with itself one or more segregated trust accounts that are Eligible Accounts,
which shall be titled "Insured Reserve Fund, Bankers Trust Company, as trustee
for the registered holders of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1994-S16, Class A-9, Class A-10,
Class A-12, Class A-15, Class A-18 and Class A-19." On the Closing Date,
Donaldson, Lufkin & Jenrette Securities Corporation (the "Underwriter") shall
deposit with the Trustee, and the Trustee shall deposit into the Insured Reserve
Fund, cash in an amount equal to $30,000.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Insured Reserve Fund for
deposit into the Certificate Account, and to pay to the holders of the Insured
Certificates pursuant to Section 4.02(a)(i) to cover the amount of Prepayment
Interest Shortfalls otherwise allocable thereto under this Agreement, in
proportion to the amount of Prepayment Interest Shortfalls (to the extent not
offset by the Master Servicer
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pursuant to Section 4.04 hereof) allocated to the Insured Certificates, and to
the extent of funds on deposit in the Insured Reserve Fund (the amount of such
withdrawal for any Distribution Date, the "Insured Reserve Withdrawal").
For federal income tax purposes, the Underwriter shall be the owner of the
Insured Reserve Fund and shall report all items of income, deduction, gain or
loss arising therefrom. Notwithstanding anything herein to the contrary, the
Insured Reserve Fund shall not be an asset of the REMIC. The Insured Reserve
Fund shall be invested in Permitted Investments at the direction of the
Underwriter. All income and gain realized from investment of funds deposited in
the Insured Reserve Fund shall be for the sole and exclusive benefit of the
Underwriter and shall be remitted by the Trustee to the Underwriter semi-
annually on the first Business Day of the month following such Distribution
Date. The balance, if any, remaining in the Insured Reserve Fund on the
Distribution Date on which the Certificate Principal Balance of the Insured
Certificates is reduced to zero will be distributed by the Trustee to the
Underwriter. To the extent that the Insured Reserve 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 Underwriter and (3)
amounts transferred by the REMIC to the Insured Reserve Fund shall be treated as
transferred to the Underwriter or any successor, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations. The Insured Reserve Fund may
not be owned by more than one Person.
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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 and in the case of any Certificates issued on the Closing Date, 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 and Variable Strip
Certificates, shall be issuable in minimum dollar denominations of $25,000 (or
$1,000 in the case of the Class A-9, Class A-10, Class A-12, Class A-18 and
Class A-19 Certificates, and $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 Certificates other than the Class A-9, Class A-10,
Class A-12, Class A-13, Class A-18, Class A-19 and Class A-24 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-13, A-24, Class M-1, Class M-
2, Class B-1, Class B-2 and Class B-3 Certificates may be issued in a
denomination equal to the denomination set forth as follows for such Class or
the sum of such denomination and an integral multiple of $1,000:
<TABLE>
<CAPTION>
<S> <C>
Class A-13 $ 25,667.00
Class A-24 $ 25,434.45
Class M-1 $ 25,700.00
Class M-2 $250,300.00
Class B-1 $250,900.00
Class B-2 $250,500.00
Class B-3 $250,687.10
</TABLE>
The Class R and Variable Strip 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
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denomination representing a Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-13, Class A-24 and
Variable Strip 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
Certificateholders shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-13, Class A-24 and
Variable Strip 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.
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The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of Book-
Entry Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository is
no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Company in
connection with the issuance of the Definitive Certificates pursuant to this
Section 5.01 shall be deemed to be imposed upon and performed by the Trustee,
and the Trustee and the Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
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(c) From time to time the Company, with the written consent of the Owner of
the Excess Spread, may cause an additional Class of Class A Certificates which
are Variable Strip Certificates to be issued under this Agreement, which shall
bear a numerical designation immediately sequentially following the highest
numerical designation of Class A Certificates previously issued and which on and
after the date of issuance of such Class of Variable Strip Certificates will
evidence ownership of the Uncertificated REMIC Regular Interest or Interests
specified by the Company. The Variable Strip Certificates shall be substantially
in the forms set forth in Exhibit A 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 in accordance with Section 5.01(a).
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,
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upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. Except as 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
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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 A-5, Class A-15, 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 A-5, Class A-15, 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 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 A-5, Class A-15, 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. So long as the
Class A-5 or Class A-15 Certificates are Book-Entry Certificates, any
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Transferee of a Class A-5 or Class A-15 Certificate (as applicable) will be
deemed to have represented by such transfer that either (i) such transferee (A)
is not an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code and is not
purchasing such Certificates on behalf of or with "plan assets" of any Plan, or
(B) 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 or (ii) the purchase and holding
of any such Certificate by or on behalf of or with "plan assets" of any Plan is
permissible under applicable law, will not result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code, and will not subject the
Master Servicer, the Company or the Trustee to any obligation in addition to
those undertaken in this Agreement.
(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
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
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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 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."
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(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and Agreement,
a certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of
a Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(f) and to the
extent that the retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell
such Class R
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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
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elimination of such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of the Class
A, Class M, Class B or Class R Certificates below the lower of the
then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency; and
(B) 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 any Excess Spread remains uncertificated, no transfer, sale,
pledge or other disposition thereof shall be made by Residential Funding.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
------------------------------------
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
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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, Financial Security, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, Financial Security 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, Financial Security, the Certificate Registrar nor any agent of the
Company, the Master Servicer, the Trustee, Financial Security 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
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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.
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
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and surrender of such Certificates at the office or agency of the Trustee
therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon, any
previously unpaid Accrued Certificate Interest with respect thereto and any
Prepayment Interest Shortfalls allocated to the Insured Certificates to the
extent covered by the Insured Reserve Fund or a Guaranteed Distribution.
(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
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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.
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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
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ratings, if any, of the Class A, Class M, Class B or Class R Certificates in
effect immediately prior to such merger or consolidation will not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such
effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section
6.04 to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
---------------------------------------
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders 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
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liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Company, the Master Servicer
and any director, officer, employee or agent of the Company or the Master
Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
The Company, the Master Servicer and any director, officer, employee or agent of
the Company or the Master Servicer shall be indemnified by the Trust Fund and
held harmless against any loss, liability or expense incurred in connection with
any legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense related to any specific Mortgage Loan or Mortgage
Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) and any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
-------- -------
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
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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.
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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
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(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings of, or relating
to, the Master Servicer or of, or relating to, all or substantially all of the
property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates or the Owner of the Excess Spread
entitled to at least 51% of the Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Company if given by the Trustee or to
the Trustee if given by the Company), terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Master Servicer and the
Company, immediately terminate all of
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the rights and obligations of the Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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Section 7.02. Trustee or Company to Act;
Appointment of Successor.
-----------------------------------------
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
--------
however, that any failure to perform such duties or responsibilities caused by
- -------
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master Servicer in accordance with Section 6.04
or Section 7.01, then notwithstanding the above, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act, appoint, or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, which is also a FNMA- or FHLMC-approved mortgage servicing
institution, having a net worth of not less than $10,000,000 as the successor to
the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder.
Pending appointment of a successor to the Master Servicer hereunder, the Trustee
shall become successor to the Master Servicer and shall act in such
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capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of
-------- -------
that permitted the initial Master Servicer hereunder. The Company, the
Trustee, the Custodian and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
The Servicing Fee for any successor Master Servicer appointed pursuant to this
Section 7.02 will be lowered with respect to those Mortgage Loans, if any, where
the Subservicing Fee accrues at a rate of less than 0.20% per annum in the event
that the successor Master Servicer is not servicing such Mortgage Loans directly
and it is necessary to raise the related Subservicing Fee to a rate of 0.20% per
annum in order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
----------------------------------
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to 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 12.01(b)(i),
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(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.
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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
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Trustee and are reasonably within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
-------- -------
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Company or the Master Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible Officers of
the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of Certificateholders of any Class holding Certificates which
evidence, as to such Class, Percentage Interests aggregating not less than 25%
as to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (i) and
(ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and
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(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 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;
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(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
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
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security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such examination shall be paid by
the Master Servicer, if an Event of Default shall have occurred and is
continuing, and otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby irrevocably
appoints and authorizes the Trustee to be its attorney-in-fact for purposes of
signing any Tax Returns required to be filed on behalf of the Trust Fund. The
Trustee shall sign on behalf of the Trust Fund and deliver to the Master
Servicer in a timely manner any Tax Returns prepared by or on behalf of the
Master Servicer that the Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax Returns
that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (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).
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
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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.
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(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the
Master Servicer written notice thereof promptly after the Trustee shall have
actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall
cooperate and consult fully with the Master Servicer in preparing such defense;
and
(iii) notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall not be liable for settlement of any claim by the Trustee
entered into without the prior consent of the Master Servicer which consent
shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of 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
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America, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If such corporation or national
banking association publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
--------------------------------------
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Company, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Company may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. In addition, in the
event that the Company determines that the Trustee has failed (i) to distribute
or cause to be distributed to the Certificateholders or the Owner of the Excess
Spread any amount required to be
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distributed hereunder, if such amount is held by the Trustee or its Paying Agent
(other than the Master Servicer or the Company) for distribution or (ii) to
otherwise observe or perform in any material respect any of its covenants,
agreements or obligations hereunder, and such failure shall continue unremedied
for a period of 5 days (in respect of clause (i) above) or 30 days (in respect
of clause (ii) above) after the date on which written notice of such failure,
requiring that the same be remedied, shall have been given to the Trustee by the
Company, then the Company may remove the Trustee and appoint a successor trustee
by written instrument delivered as provided in the preceding sentence. In
connection with the appointment of a successor trustee pursuant to the preceding
sentence, the Company shall, on or before the date on which any such appointment
becomes effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates or Excess Spread entitled to at least
51% of the Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Company, one complete set to the
Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
-----------------
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully
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vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The
predecessor trustee shall deliver to the successor trustee all Mortgage Files
and related documents and statements held by it hereunder (other than any
Mortgage Files at the time held by a Custodian, which shall become the agent of
any successor trustee hereunder), and the Company, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
----------------------------------
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders and the Owner of the Excess Spread at
their address as shown in the Certificate Register.
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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 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.
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(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 12.01. The Trustee shall notify the Certificateholders
and the Owner of the Excess Spread of the
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appointment of any Custodian (other than the Custodian appointed as of the
Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
-------------------------------
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at Four Albany Street, New
York, NY 10006 for the purpose of keeping the Certificate Register. The Trustee
will maintain an office at the address stated in Section 12.05(c) hereof where
notices and demands to or upon the Trustee in respect of this Agreement may be
served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or Liquidation of All
Mortgage Loans.
----------------------------------------------------
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates and the Excess Spread (other than the
obligation of the Trustee to make certain payments after the Final Distribution
Date to Certificateholders and the Owner of the Excess Spread and the obligation
of the Company to send certain notices as hereinafter set forth) shall terminate
upon the last action required to be taken by the Trustee on the Final
Distribution Date pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid principal
balance of each Mortgage Loan or, if less than such unpaid principal balance,
the fair market value of the related underlying property of such Mortgage Loan
with respect to Mortgage Loans as to which title has been acquired if such fair
market value is less than such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate to, but not including, the first day
of the month in which such repurchase price is distributed, provided, however,
-------- -------
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase price set forth
above shall be
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increased as is necessary, as determined by the Master Servicer, to avoid
disqualification of the Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a result
of the exercise by the Company of its right to purchase the assets of the Trust
Fund, the Company shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders and the Owner of the Excess Spread (whether as a result of
the exercise by the Master Servicer or the Company of its right to purchase the
assets of the Trust Fund or otherwise). Notice of any termination, specifying
the anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms hereof)
for payment of the final distribution and cancellation, shall be given promptly
by the Master Servicer or the Company, as applicable (if it is exercising its
right to purchase the assets of the Trust Fund), or by the Trustee (in any other
case) by letter to 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:
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(i) the anticipated Final Distribution Date upon which final payment
of the Certificates and the Excess Spread is anticipated to be made upon
presentation and surrender of Certificates at the office or agency of the
Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R Certificates, that payment will
be made only upon presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders and the Owner of the Excess Spread as aforesaid, it
shall give such notice to the Certificate Registrar at the time such notice is
given to Certificateholders and the Owner of the Excess Spread. In the event
such notice is given by the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate Account before
the Final Distribution Date in immediately available funds an amount equal to
the purchase price for the assets of the Trust Fund computed as above provided.
(c) In the case of the Class A, Class M and the Class R Certificates, upon
presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued Certificate Interest, any
previously unpaid Accrued Certificate Interest and any Prepayment Interest
Shortfalls allocated to the Insured Certificates to the extent covered by the
Insured Reserve Fund or a Guaranteed Distribution, 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
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this Section) over the total amount distributed under the immediately preceding
clause (A) and the Excess Spread. The Trustee shall also distribute to the Owner
the Excess Spread.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue
or be payable to any Certificateholder on any amount held in the escrow account
or by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
-----------------------------------
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (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
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Trust Fund to comply with the requirements of this Section 9.02 will not (i)
result in the imposition on the Trust of taxes on "prohibited transactions," as
described in Section 860F of the Code, or (ii) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period
for the Trust Fund and specify the first day of such period in a statement
attached to the Trust Fund's final Tax Return pursuant to Treasury regulations
Section 1.860F-1. The Master Servicer also shall satisfy all of the
requirements of a qualified liquidation for the Trust Fund under Section 860F of
the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the commencement
of such 90-day liquidation period and, at or prior to the time of making of the
final payment on the Certificates, the Trustee shall sell or otherwise dispose
of all of the remaining assets of the Trust Fund in accordance with the terms
hereof; and
(iii) If the Master Servicer 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.
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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 interest" 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 Trust
Fund other than the Certificates and the Uncertificated REMIC Regular Interests.
(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
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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 not to exceed $3,000 per year 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 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
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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 REMIC 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, 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
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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 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
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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
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
(other than the Variable Strip Certificates) representing a regular interest in
the REMIC would be reduced to zero is July 25, 2026, which is the Distribution
Date immediately following the latest scheduled maturity of any Mortgage Loan.
The latest possible Maturity Date for each Uncertificated REMIC Regular Interest
is the Distribution Date immediately following the latest scheduled maturity
date for the related 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
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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 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, REMIC Administrator and
Trustee Indemnification.
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(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
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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.
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ARTICLE XI
CERTAIN MATTERS
REGARDING FINANCIAL SECURITY
Section 11.01. Rights of Financial Security To Exercise
Rights of Insured Certificateholders.
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By accepting its Certificate, each Insured Certificateholder agrees
that unless a Financial Security Default exists, Financial Security shall have
the right to exercise all consent, voting, direction and other control rights of
the Insured Certificateholders under this Agreement without any further consent
of the Insured Certificateholders.
Section 11.02. Claims Upon the FSA Policy; FSA Policy
Payments Account.
--------------------------------------
(a) If, on the Business Day next succeeding the Determination Date the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account, on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(a)(i), together with any Insured Reserve Withdrawal for the related
Distribution Date, are insufficient to pay the one month's interest on the
Certificate Principal Balance of the Insured Certificates at the related Pass-
Through Rate (net of (a) any Prepayment Interest Shortfalls allocated to the
Insured Certificates but only to the extent covered by the Master Servicer or
the Insured Reserve Fund and (b) any interest shortfalls relating to the
Soldiers' and Sailors' Relief Act of 1940, as amended) on such Distribution
Date, (ii) the principal portion of any Realized Loss is allocated to the
Insured Certificates on such Distribution Date or (iii) the funds available in
connection with an optional termination of the Trust Fund pursuant to Section
5.06 or Section 9.01 or on the Final Distribution Date will be insufficient to
reduce the Certificate Principal Balances of the Insured Certificates to zero,
the Master Servicer shall deliver to the Trustee not later than 1:00 p.m. New
York City time on the Business Day next succeeding the Determination Date a
certificate signed by a Servicing Officer directing the Trustee to draw on the
FSA Policy and stating the amount to be drawn and stating the Guaranteed
Distribution for each Class of Insured Certificates, and the Trustee shall give
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notice by telephone or telecopy of the aggregate amount of such deficiency,
confirmed in writing in the form set forth as Exhibit A to the endorsement of
the FSA Policy, to Financial Security and the Fiscal Agent (as defined in the
FSA Policy), if any, at or before 12:00 noon, New York City time, on the
Business Day prior to such Distribution Date. If, subsequent to such notice,
and prior to payment by Financial Security pursuant to such notice, additional
amounts are deposited in the Certificate Account, the Trustee shall reasonably
promptly notify Financial Security and withdraw the notice or reduce the amount
claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and Financial Security
referred to herein as the "FSA Policy Payments Account" over which the Trustee
shall have exclusive control and sole right of withdrawal. The Trustee shall
deposit any amount paid under the FSA Policy in the FSA Policy Payments Account
and distribute such amount only for purposes of payment to Holders of Insured
Certificates of the Guaranteed Distribution for which a claim was made. Such
amount may not be applied to satisfy any costs, expenses or liabilities of the
Master Servicer, the Trustee or the Trust Fund. Amounts paid under the FSA
Policy shall be transferred to the Certificate Account in accordance with the
next succeeding paragraph and disbursed by the Trustee to Holders of
Certificates in accordance with Section 4.02(h), Section 5.06(c) or Section
9.01(c), as applicable. It shall not be necessary for such payments to be made
by checks or wire transfers separate from the checks or wire transfers used to
pay the Guaranteed Distribution with other funds available to make such payment.
However, the amount of any payment of principal of or interest on the Insured
Certificates to be paid from funds transferred from the FSA Policy Payments
Account shall be noted as provided in paragraph (c) below and in the statement
to be furnished to Holders of the Certificates pursuant to Section 4.03. Funds
held in the FSA Policy Payments Account shall not be invested by the Master
Servicer.
On any Distribution Date with respect to which a claim has been made under
the FSA Policy, the amount of any funds received by the Trustee as a result of
any claim under the FSA Policy, to the extent required to make the Guaranteed
Distribution on such Distribution Date shall be withdrawn from the FSA Policy
Payments Account and deposited in the Certificate Account and applied by the
Master Servicer on behalf of the Trustee, together with the
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other funds to be distributed to the Insured Certificateholders pursuant to
Section 4.02(a), directly to the payment in full of the Guaranteed Distribution
due on the Insured Certificates. Any funds remaining in the FSA Policy Payments
Account on the first Business Day following a Distribution Date shall be
remitted to Financial Security, pursuant to the instructions of Financial
Security, by the end of such Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount of
interest and principal paid into the FSA Policy Payments Account in respect of
any Certificate from moneys received under the FSA Policy. Financial Security
shall have the right to inspect such records at reasonable times during normal
business hours upon two Business Day's prior notice to the Trustee.
Section 11.03. Effect of Payments by Financial Security;
Subrogation.
-----------------------------------------
Anything herein to the contrary notwithstanding, for purposes of this
Section 11.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the FSA Policy shall not be considered payment of the Insured Certificates from
the Trust Fund. The Master Servicer and the Trustee acknowledge, and each
Holder by its acceptance of an Insured Certificate agrees, that without the need
for any further action on the part of Financial Security, the Master Servicer,
the Trustee or the Certificate Registrar, to the extent Financial Security makes
payments, directly or indirectly, on account of principal of or interest on the
Insured Certificates to the Holders of such Certificates, Financial Security
will be fully subrogated to, and each Insured Certificateholder, the Master
Servicer and the Trustee hereby delegate and assign to Financial Security, to
the fullest extent permitted by law, the rights of such Holders to receive such
principal and interest from the Trust Fund; provided that Financial Security
shall be paid such amounts but only from the sources and in the manner provided
herein.
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by Financial Security for action to preserve or enforce
Financial Security's rights or interests under this Agreement without limiting
the rights or
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affecting the interests of the Holders as otherwise set forth herein.
Section 11.04. Notices and Information to Financial Security.
---------------------------------------------
(a) All notices, statements, reports, certificates or opinions required by
this Agreement to be sent to any other party hereto or to the Certificateholders
shall also be sent to Financial Security.
(b) The Master Servicer shall designate a Person who shall be available to
Financial Security to provide reasonable access to information regarding the
Mortgage Loans.
Section 11.05. Trustee to Hold FSA Policy.
--------------------------
The Trustee will hold the FSA Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereof and distributing the
proceeds thereof. Neither the FSA Policy, nor the amounts paid on the FSA
Policy will constitute part of the Trust Fund or assets of the REMIC created by
this Agreement. Each Insured Certificateholder, by accepting its Certificate,
appoints the Trustee as attorney-in-fact for the purpose of making claims on the
FSA Policy. The Trustee shall surrender the Policy to Financial Security for
cancellation upon the expiration of the term of the Policy as provided in the
Policy following the retirement of the Insured Certificates.
Section 11.06. Payment of Insurance Premium.
----------------------------
Unless otherwise designated in writing by the President or a Managing
Director of Financial Security to the Trustee, the Insurance Premium to be paid
pursuant to Section 4.02(a) shall be paid by the Trustee to Financial Security
by wire transfer with the following details specifically stated in the wire
transfer:
Bank: Morgan Guaranty Trust Co.
ABA Number: 021000238
For the account of: Financial Security Assurance Inc.
Account Number: 000-33-345
Policy Number: 50491-N
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ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. 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,
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(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 seeking so to modify, eliminate or add such provisions), cause the
REMIC or any of the Certificateholders (other than the transferor) to be subject
to a federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
(vi) to provide for all or a portion of the Excess Spread to be
certificated and designated as a Variable Strip 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
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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 REMIC 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 Certificateholders under this Section 12.01 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
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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 REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding. In the
event that the Company elects to provide such coverage in the form of a limited
guaranty provided by General Motors Acceptance Corporation, the Company may
elect that the text of such amendment to this Agreement shall be substantially
in the form attached hereto as Exhibit M (in which case Residential Funding's
Subordinate Certificate Loss Obligation as described in such exhibit shall be
established by Residential Funding's consent to such amendment) and that the
limited guaranty shall be executed in the form attached hereto as Exhibit N,
with such changes as the Company shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such forms
and that the Trustee's consent or approval to the use thereof is not required.
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Section 12.02. 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 12.03. 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.
188
<PAGE>
(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
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 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 12.04. Governing Law.
-------------
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 12.05. 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
189
<PAGE>
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, Financial Security
and the Trustee in writing by the Company, (b) in the case of the Master
Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California 91608,
Attention: Ms. Becker or such other address as may be hereafter furnished to the
Company, Financial Security 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-S16 or such other address
as may hereafter be furnished to the Company, Financial Security 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, Trustee, Financial Security 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, Financial Security and Master Servicer by Standard & Poor's
and (g) in the case of Financial Security, Financial Security Assurance Inc.,
350 Park Avenue, New York, New York 10022, Attention: Surveillance Department,
Re: Residential Funding Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 1996-S16, (telecopy number (212) 339-3518 or (212) 339-
3529) or such other address as may hereafter be furnished to the Trustee, the
Master Servicer and the Company in writing by Financial Security. 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. In each case in which a notice or other communication to
Financial Security refers to a Financial Security Default or a claim under the
FSA Policy or with respect to which failure on the part of Financial Security to
respond shall be deemed to constitute consent or acceptance, then a copy of such
notice or other communication should also be sent to the attention of the
General Counsel and the Head-Financial Guaranty Group at Financial Security
Assurance Inc., 350 Park Avenue, New York, New York 10022 and shall be marked to
indicate "URGENT MATERIAL ENCLOSED". 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.
190
<PAGE>
Section 12.06. Notices to Rating Agency.
------------------------
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency, Financial Security and the Subservicer at such time
as it is otherwise required pursuant to this Agreement to give notice of the
occurrence of, any of the events described in clause (a), (b), (c), (d), (g),
(h), (i) or (j) below or provide a copy to each Rating Agency at such time as
otherwise required to be delivered pursuant to this Agreement of any of the
statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates 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,
191
<PAGE>
(j) the repurchase of or substitution for any Mortgage Loan, and
(k) any Financial Security Default that has not been cured,
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, Financial Security and the
Subservicer of any such event known to the Master Servicer.
Section 12.07. 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 12.08. Supplemental Provisions for Resecuritization.
---------------------------------------------
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust or custodial arrangement (a "Restructuring Vehicle") to be held by
the Trustee pursuant to a Supplemental Article. The instrument adopting such
Supplemental Article shall be executed by the Company, the Master Servicer and
the Trustee; provided, that neither the Master Servicer nor the Trustee shall
withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates
192
<PAGE>
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.
193
<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: /s/Diane S. Wold
--------------------------
Name: Diane S. Wold
Title: Vice President
Attest: /s/Randy Van Zee
--------------------------
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: /s/Randy Van Zee
-----------------------
Name: Randy Van Zee
Title: Director
Attest: /s/Diane S. Wold
------------------------
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By: /s/ Katherine M. Keller
---------------------------
Name: Katharine M. Keller
Title: Assistant Secretary
Attest: /s/Gary R. Vaughan
--------------------------
Name: Gary R. Vaughan
Title: Assistant Vice President
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of July, 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 July, 1996 before me, a notary public in and for
said State, personally appeared ________________, known to me to be a
______________ 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
[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 JULY 30, 1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 200% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ___%
AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-
THROUGH RATE.]
[FOR CLASS A-5 AND CLASS A-15: 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
<PAGE>
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.]
A-2
<PAGE>
Certificate No. ____ [___%] Pass-Through Rate
Class A-__ Senior [Variable Pass-Through Rate
Date of Pooling and Servicing based on a Notional Amount]
Agreement and Cut-off Date:
July 1, 1996 [Percentage Interest: ___%]
Aggregate [Initial Certificate Principal
Balance] of the Class
A-__ Certificates:
First Distribution Date: [Aggregate Notional Amount
[August 25, 1996] of the Class A-__ Certificates]
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
July 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S16
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
A-3
<PAGE>
Company, the Master Servicer, GMAC Mortgage Corporation or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that _____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate [(obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class A-___ Certificates,
both as specified above)] in certain distributions with respect to the Trust
Fund consisting primarily of an interest in a pool of conventional one- to four-
family fixed interest rate first mortgage loans (the "Mortgage Loans"), formed
and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter called
the "Company," which term includes any successor entity under the Agreement
referred to below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of Class A-__
Certificates on such Distribution Date. The Notional Amount of the Class A-__
Certificates as of any date of determination is equal to the aggregate Stated
Principal Balance of the Mortgage Loans corresponding to the related
Uncertificated REMIC Regular Interests
A-4
<PAGE>
represented by the Class A-__ Certificates immediately prior to such date. The
Class A-__ Certificates have no Certificate Principal Balance.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. [The
Initial Certificate Principal Balance of this Certificate is set forth above.
The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.]
[FOR CLASS A-5 AND CLASS A-15: 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 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
A-5
<PAGE>
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.
A-6
<PAGE>
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any
A-7
<PAGE>
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.
A-8
<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
A-9
<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.
A-10
<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 JULY 30, 1996. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 200% 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
<PAGE>
IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-2
<PAGE>
Certificate No. ___ 7.75% Pass-Through Rate
Class M-___ Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
July 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1996
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S16
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.
B-3
<PAGE>
This certifies that _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
B-4
<PAGE>
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 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,
B-5
<PAGE>
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.
B-6
<PAGE>
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any
B-7
<PAGE>
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.
B-8
<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
B-9
<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.
B-10
<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 JULY 30, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 200% 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. __ 7.75% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
July 1, 1996
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
July 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S16
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
C-2
<PAGE>
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc. is
the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and Bankers Trust Company, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer
C-3
<PAGE>
or such Paying Agent, or by check mailed to the address of the Person entitled
thereto, as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require 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
C-4
<PAGE>
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
C-5
<PAGE>
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.
C-6
<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.
C-7
<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
C-8
<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
<PAGE>
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.
D-2
<PAGE>
Certificate No. ___ 7.75% Pass-Through Rate
Class R Senior Aggregate Initial Certificate Principal
Balance of the Class R Certificates: $100.00
Date of Pooling and Servicing
Agreement and Cut-off Date:
July 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
August 25, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
July 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S16
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.
D-3
<PAGE>
This certifies that _________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class R Certificates, both as
specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and Bankers Trust Company, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee,
D-4
<PAGE>
(iii) any attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee, and (iv) if any person
other than a United States Person and a Permitted Transferee acquires any
Ownership Interest in this Certificate in violation of such restrictions, then
the Company will have the right, in its sole discretion and without notice to
the Holder of this Certificate, to sell this Certificate to a purchaser selected
by the Company, which purchaser may be the Company, or any affiliate of the
Company, on such terms and conditions as the Company may choose.
Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
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
D-5
<PAGE>
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
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.
D-6
<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
D-7
<PAGE>
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.
D-8
<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
D-9
<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 July 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 July 1, 1996,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1996-S16 (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
<PAGE>
Capitalized terms used in this Agreement and not defined herein shall
have the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files.
-------------------------------------------------------
The Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
--------------------------
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
------------------------
(a) On or prior to the Closing Date, the Custodian shall deliver to
the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling
E-2
<PAGE>
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian shall
as soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and
-----------------------------------------------
Warranties. Upon discovery by the Custodian of a breach of any representation
- ----------
or warranty made by the Master Servicer or the
E-3
<PAGE>
Company as set forth in the Pooling Agreement or by a Seller in a Seller's
Agreement or by Residential Funding or the Company in the Assignment Agreement
with respect to a Mortgage Loan relating to a Mortgage File, the Custodian shall
give prompt written notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files. Upon
-------------------------------------------------
the repurchase or substitution of any Mortgage Loan pursuant to Article II of
the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosures
of any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer
shall deliver to the Custodian a certificate of a Servicing Officer requesting
that possession of all, or any document constituting part, of the Mortgage File
be released to the Master Servicer and certifying as to the reason for such
release and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any of the Required Insurance
Policies. With such certificate, the Master Servicer shall deliver to the
Custodian a trust receipt signed by a Servicing Officer on behalf of the Master
Servicer, and upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been
E-4
<PAGE>
deposited in the Custodial Account or (ii) the Mortgage File or such document
has been delivered to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
---------------------
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
-------------------------------------------
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the
E-5
<PAGE>
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
E-6
<PAGE>
such notice of resignation, the Trustee shall either take custody of the
Mortgage Files itself and give prompt notice thereof to the Company, the Master
Servicer and the Custodian, or promptly appoint a successor Custodian by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Custodian and one copy to the successor Custodian. If the Trustee
shall not have taken custody of the Mortgage Files and no successor Custodian
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Custodian may petition
any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
------------------------------------
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
--------------------------------
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least
E-7
<PAGE>
$10,000,000 and is qualified to do business in the jurisdictions in which it
will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
-------
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
----------
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
-------------
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted by
------------------------
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably
E-8
<PAGE>
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.
E-9
<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-S16
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
E-10
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of July, 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 July, 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 July, 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 July, 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
July 30, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S16
Re: Custodial Agreement dated as of July 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-S16
-----------------------------------------------------------------
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-S16
Re: Custodial Agreement dated as of July 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-S16
-----------------------------------------------------------------
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:
----------------------------------
<PAGE>
Title:
---------------------------------
E-3
<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-S16
Re: Custodial Agreement dated as of July 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-S16
-----------------------------------------------------------------
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;
<PAGE>
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment certified
by the public recording office in which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative Loan, the
original recorded assignment or assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment or assignments of the Mortgage certified by
the public recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Mortgage Loan or a copy of each
modification, assumption agreement or preferred loan agreement certified by the
public recording office in which such document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order
of the Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from the related Seller
or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
E-5
<PAGE>
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the Trustee
as secured party, each in a form sufficient for filing, evidencing the interest
of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
E-6
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
<PAGE>
RUN ON : 07/22/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 10.03.09 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S16 CUTOFF : 07/01/96
POOL : 0004214
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL LOAN FEATURE
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 #
______________________________________________________________________________
1432351 083/F06 F 282,800.00 ZZ
360 280,771.12 1
31855 OLD OAK ROAD 8.875 2,250.08 95
8.625 2,250.08 300,000.00
TRABUCO CANYON CA 92679 2 06/09/95 14
0380151358 03 08/01/95 27
1083239 O 07/01/25
0
1436346 661/661 F 344,000.00 ZZ
286 339,515.13 1
243 MAPLE AVENUE 8.750 2,867.32 59
8.500 2,867.32 585,000.00
SEA CLIFF NY 11579 1 06/14/95 00
1806777 05 08/01/95 0
1806777 O 05/01/19
0
1436363 661/661 F 121,000.00 ZZ
283 119,522.88 1
11999 N W 25TH CT 8.750 1,011.75 75
8.500 1,011.75 162,000.00
CORAL SPRINGS FL 33065 1 07/18/95 00
1745298 05 09/01/95 0
1745298 O 03/01/19
0
1440419 526/F06 F 281,800.00 ZZ
360 280,124.37 1
32670 GLAISYER HILL ROAD 8.750 2,216.93 68
8.500 2,216.93 415,000.00
COTTAGE GROVE OR 97424 5 08/03/95 00
0380199316 05 10/01/95 0
1
0049915 O 09/01/25
0
1443247 E04/728 F 114,000.00 ZZ
360 113,373.62 1
24332 TWIG STREET 8.000 836.49 60
7.750 836.49 190,000.00
LAKE FOREST CA 92630 2 10/06/95 00
0380246901 05 12/01/95 0
W9509060 O 11/01/25
0
1446569 B35/728 F 245,600.00 ZZ
360 245,451.21 1
LOT 43, BLACKWOOD FOREST 8.500 1,888.46 90
8.250 1,888.46 272,900.00
GOLDVIEN VA 22720 4 05/22/96 14
0380472705 05 07/01/96 25
9582010915 O 06/01/26
0
1447260 668/728 F 150,000.00 ZZ
360 148,115.22 1
10465 BOULDER STREET 8.500 1,153.38 52
8.250 1,153.38 291,150.00
NEVADA CITY CA 95959 1 09/27/95 00
0380236167 05 11/01/95 0
0006168645 O 10/01/25
0
1448951 076/076 F 256,500.00 ZZ
360 253,774.05 1
6815 BROOKSHIRE DRIVE 8.000 1,882.11 90
7.750 1,882.11 285,000.00
DALLAS TX 75230 1 08/01/95 04
4877192 05 09/01/95 25
4877192 O 08/01/25
0
1456627 635/635 F 232,000.00 ZZ
360 231,852.06 1
5 ELIZABETH DRIVE 8.250 1,742.94 70
8.000 1,742.94 335,000.00
NORTH SALEM NY 10560 5 05/13/96 00
627953300 05 07/01/96 0
627953300 O 06/01/26
0
1
1462274 A77/728 F 340,000.00 ZZ
360 339,771.87 1
2 LAKE BALDWIN DR 8.000 2,494.80 80
7.750 2,494.80 425,500.00
HOPEWELL TWP NJ 08534 1 05/30/96 00
0380446568 05 07/01/96 0
145228 O 06/01/26
0
1464412 180/728 F 140,500.00 ZZ
360 140,349.91 1
23685 WILLOW ISLAND TRAIL 9.125 1,143.15 58
8.875 1,143.15 245,000.00
OAK CREEK CO 80467 2 04/29/96 00
0380435546 05 06/01/96 0
4026837 O 05/01/26
0
1469800 480/728 F 970,000.00 ZZ
360 968,398.53 1
10368 EAST FILAREE LANE 9.000 7,804.84 53
8.750 7,804.84 1,850,000.00
SCOTTSDALE AZ 85262 5 03/01/96 00
0380402587 03 05/01/96 0
1859586 O 04/01/26
0
1470417 369/728 F 400,000.00 ZZ
360 398,520.05 1
8918 JONATHAN MANOR DRIVE 8.500 3,075.66 90
8.250 3,075.66 448,000.00
ORLANDO FL 32819 2 12/29/95 01
0380349309 03 02/01/96 25
495288 O 01/01/26
0
1471167 299/299 F 535,400.00 ZZ
360 533,437.68 1
11114 DEVEREUX STATION 7.625 3,789.53 80
7.375 3,789.53 669,300.00
FAIRFAX STATION VA 22039 4 01/30/96 00
282492 03 03/01/96 0
282492 O 02/01/26
0
1472345 920/728 F 300,000.00 ZZ
354 300,000.00 1
1736 SOUTH CARMELINA AVENUE 9.125 2,448.87 80
8.875 2,448.87 378,000.00
1
LOS ANGELES CA 90025 2 06/07/96 00
0380470600 05 08/01/96 0
954686 O 01/01/26
0
1473018 356/728 F 260,000.00 ZZ
360 259,854.24 1
42428 ALVANIECE COURT 8.875 2,068.68 80
8.625 2,068.68 325,000.00
FREMONT CA 94539 2 05/03/96 00
0380455825 05 07/01/96 0
2340529 O 06/01/26
0
1474016 025/025 F 290,000.00 ZZ
350 286,916.45 1
3846 SANDY SHORES DR 7.875 2,117.71 87
7.625 2,117.71 335,000.00
JACKSONVILLE FL 32277 2 12/15/95 11
624133 05 02/01/96 17
624133 O 03/01/25
0
1475938 447/447 F 343,186.76 ZZ
343 341,192.97 1
316 CALIFORNIA STREET 9.000 2,788.87 79
8.750 2,788.87 436,000.00
SANTA CRUZ CA 95060 1 08/17/95 00
3350690 05 11/01/95 0
3350690 O 05/01/24
0
1478127 966/728 F 288,000.00 ZZ
360 288,000.00 1
5980 TIPPERARY DRIVE 8.250 2,163.65 80
8.000 2,163.65 360,000.00
PLANO TX 75093 1 06/07/96 00
0380462425 05 08/01/96 0
9602082 O 07/01/26
0
1478303 A69/728 F 264,000.00 ZZ
360 263,725.20 1
1618 MARTIN ROAD 9.250 2,171.87 79
9.000 2,171.87 335,000.00
WALL NJ 07753 5 04/25/96 00
0380440447 05 06/01/96 0
940471055 O 05/01/26
0
1
1478906 E15/728 F 232,650.00 ZZ
360 232,050.45 1
8662 FAREWELL COURT 8.250 1,747.82 95
8.000 1,747.82 245,710.00
ELK GROVE CA 95624 1 02/27/96 10
0380389875 05 04/01/96 30
22016681 O 03/01/26
0
1479242 731/728 F 380,000.00 ZZ
360 379,792.43 1
2520 ASTRAL DRIVE, 9.000 3,057.57 80
8.750 3,057.57 475,000.00
LOS ANGELES CA 90046 2 05/15/96 00
0380449281 05 07/01/96 0
1001020 O 06/01/26
0
1479724 939/728 F 256,000.00 ZZ
360 256,000.00 1
161-22 89TH STREET 8.500 1,968.42 80
8.250 1,968.42 320,000.00
HOWARD BEACH NY 11414 1 06/24/96 00
0380477787 05 08/01/96 0
9603631 O 07/01/26
0
1479953 721/728 F 187,259.16 ZZ
310 186,354.08 1
26030 SHOREWOOD OAKS DRIVE 8.125 1,446.48 77
7.875 1,446.48 245,000.00
SHOREWOOD MN 55331 1 01/17/96 00
0380474867 05 03/01/96 0
0246041 O 12/01/21
0
1480186 668/728 F 260,000.00 ZZ
360 259,093.48 1
59 ELLENWOOD AVENUE 7.875 1,885.19 80
7.625 1,885.19 325,000.00
LOS GATOS CA 95030 1 01/11/96 00
0380370289 05 03/01/96 0
6272710 O 02/01/26
0
1480365 776/728 F 316,000.00 ZZ
360 315,644.37 1
1
309 ZAMORA PLACE 8.875 2,514.24 80
8.625 2,514.24 398,000.00
DANVILLE CA 94526 1 04/04/96 00
0380416256 03 06/01/96 0
6229230 O 05/01/26
0
1481103 638/728 F 72,200.00 ZZ
360 72,118.74 1
510 LINE STREET 8.875 574.46 93
8.625 574.46 78,000.00
EASTON PA 18042 2 04/08/96 10
0380421058 05 06/01/96 30
8551595 O 05/01/26
0
1481896 287/287 F 250,000.00 ZZ
360 249,243.36 1
4N526 TURNMILL LANE 7.450 1,739.49 72
7.200 1,739.49 349,000.00
WEST CHICAGO IL 60185 1 02/02/96 00
8647257 05 04/01/96 0
8647257 O 03/01/26
0
1481922 356/728 F 213,399.00 ZZ
360 213,399.00 1
2965 MIRALOMA WAY 8.625 1,659.80 66
8.375 1,659.80 325,000.00
UNION CITY CA 94587 2 05/28/96 00
0380471848 03 08/01/96 0
2349520 O 07/01/26
0
1482040 A35/A35 F 786,000.00 ZZ
360 784,486.00 1
6730 EAST EXETER BOULEVARD 8.250 5,904.96 70
8.000 5,904.96 1,125,000.00
SCOTTSDALE AZ 85251 1 03/26/96 00
400056 05 05/01/96 0
400056 O 04/01/26
0
1482964 705/728 F 157,500.00 ZZ
360 157,331.74 1
2149 EAST 72ND STREET 9.125 1,281.47 75
8.875 1,281.47 210,000.00
BROOKLYN NY 11234 1 04/29/96 00
0380434960 05 06/01/96 0
1
106249 O 05/01/26
0
1483291 470/728 F 236,700.00 ZZ
360 236,319.23 1
6976 LASSEN STREET 9.125 1,925.87 90
8.875 1,925.87 263,000.00
PLEASANTON CA 94588 1 03/15/96 14
0380414111 05 05/01/96 25
25080023 O 04/01/26
0
1483370 B75/728 F 288,750.00 ZZ
360 288,273.27 1
600 ALPINE DRIVE 9.000 2,323.35 75
8.750 2,323.35 385,000.00
SOUTH LAKE TAHO CA 96150 1 03/21/96 00
0380459264 03 05/01/96 0
24118150 O 04/01/26
0
1483418 705/728 F 79,000.00 ZZ
360 78,917.78 1
109 RUTLAND ROAD 9.250 649.91 47
9.000 649.91 169,000.00
HEMPSTEAD NY 11550 1 04/17/96 00
0380432931 05 06/01/96 0
5529409 O 05/01/26
0
1484012 356/728 F 250,000.00 ZZ
360 250,000.00 1
1387 FLOYD AVENUE 8.750 1,966.76 77
8.500 1,966.76 325,000.00
SUNNYVALE CA 94087 2 06/17/96 00
0380474305 05 08/01/96 0
2356103 O 07/01/26
0
1484033 536/536 F 377,000.00 ZZ
360 377,000.00 1
2980 MAKALEI PLACE 8.625 2,932.27 46
8.375 2,932.27 825,000.00
HONOLULU HI 96815 2 05/31/96 00
1135458 05 08/01/96 0
1135458 O 07/01/26
0
1
1485172 E22/728 F 232,700.00 ZZ
360 232,438.12 1
2023 CABRILLO COURT 8.875 1,851.47 95
8.625 1,851.47 245,000.00
SANTA CLARA CA 95051 2 04/02/96 10
0410094080 05 06/01/96 30
0410094080 O 05/01/26
0
1486042 998/728 F 331,200.00 ZZ
360 330,643.43 1
251 BACHMAN AVENUE 7.875 2,401.43 80
7.625 2,401.43 414,000.00
LOS GATOS CA 95030 1 04/02/96 00
0380475906 05 06/01/96 0
99304453 O 05/01/26
0
1486325 559/728 F 256,000.00 ZZ
360 255,856.47 1
6551 ARLINGTON DRIVE 8.875 2,036.86 80
8.625 2,036.86 320,000.00
PLEASANTON CA 94566 1 05/24/96 00
0380467788 05 07/01/96 0
496612 O 06/01/26
0
1486447 952/728 F 312,000.00 ZZ
360 312,000.00 1
85 YACHT CLUB DRIVE 9.250 2,566.75 80
LAKE HOPATCONG 9.000 2,566.75 390,000.00
JEFFERSON TOWNS NJ 07849 1 06/17/96 00
0380475559 03 08/01/96 0
96031145 O 07/01/26
0
1486604 E86/728 F 211,500.00 ZZ
360 211,378.32 1
25 MAIDEN LANE 8.750 1,663.87 90
8.500 1,663.87 235,000.00
NEW CITY NY 10956 1 05/23/96 04
0380468166 05 07/01/96 25
11985 O 06/01/26
0
1486896 638/728 F 227,850.00 ZZ
360 227,593.58 1
130 SILVER FERN COURT 8.875 1,812.88 93
8.625 1,812.88 245,000.00
1
SIMI VALLEY CA 93065 1 04/01/96 01
0380411075 03 06/01/96 30
642 O 05/01/26
0
1487224 976/728 F 233,700.00 ZZ
360 233,443.72 1
11860 LA COLINA ROAD 9.000 1,880.41 95
8.750 1,880.41 246,000.00
SAN DIEGO CA 92131 1 04/10/96 10
0380439969 05 06/01/96 30
811876 O 05/01/26
0
1487292 976/728 F 284,000.00 ZZ
360 283,680.38 1
305 PASEO PINTO 8.875 2,259.64 95
8.625 2,259.64 299,900.00
SAN CLEMENTE CA 92672 1 04/17/96 10
0380451014 03 06/01/96 30
885300 O 05/01/26
0
1487576 147/728 F 338,400.00 ZZ
360 338,028.91 1
1103 COUNTRY CLUB DRIVE 9.000 2,722.85 90
8.750 2,722.85 378,000.00
PETALUMA CA 94952 1 04/22/96 04
0380447798 03 06/01/96 25
784688 O 05/01/26
0
1487664 180/728 F 215,650.00 ZZ
360 215,413.53 1
12 LA LINDA DRIVE 9.000 1,735.17 95
8.750 1,735.17 227,000.00
LONG BEACH CA 90807 1 04/01/96 11
0380439803 03 06/01/96 30
4286977 O 05/01/26
0
1488264 766/728 F 103,500.00 ZZ
360 103,329.14 1
1114 BAYSHORE DRIVE 9.000 832.78 67
8.750 832.78 156,000.00
TERRA CEIA FL 34250 2 03/19/96 00
0380406604 05 05/01/96 0
96GR0020 O 04/01/26
0
1
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360 122,312.97 1
5946 NORTHSTAR ROAD 9.375 1,018.89 70
(BAGLEY TOWNSHIP) 9.125 1,018.89 175,000.00
GAYLORD MI 49735 2 03/14/96 00
0410057657 05 05/01/96 0
410057657 O 04/01/26
0
1489174 E57/728 F 208,000.00 ZZ
360 206,883.30 1
33661 CALLE MIRAMAR 8.875 1,654.95 80
8.625 1,654.95 260,000.00
SAN JUAN CAPIST CA 92675 1 04/10/96 00
0380420076 03 06/01/96 0
45852005 O 05/01/26
0
1489260 776/728 F 344,000.00 ZZ
360 343,345.08 1
1728 SOUTH CREST DRIVE 9.125 2,798.90 80
8.875 2,798.90 430,000.00
LOS ANGELES CA 90035 2 03/22/96 00
0380404120 05 05/01/96 0
2130298 O 04/01/26
0
1489304 232/232 F 101,500.00 ZZ
360 101,332.40 1
53 GEORGIA TAVERN ROAD 9.000 816.70 74
8.750 816.70 138,000.00
HOWELL NJ 07731 1 03/26/96 00
12921545 05 05/01/96 0
12921545 O 04/01/26
0
1489335 668/728 F 308,750.00 ZZ
360 308,314.49 1
1173 WIKIUP DRIVE 8.375 2,346.73 95
8.125 2,346.73 325,000.00
SANTA ROSA CA 95403 1 04/05/96 12
0380424805 05 06/01/96 30
0006693089 O 05/01/26
0
1489520 E20/728 F 161,000.00 ZZ
360 160,907.37 1
1
3687 FOWLER RIDGE 8.750 1,266.59 70
8.500 1,266.59 232,000.00
DOUGLASVILLE GA 30135 2 05/30/96 00
0380472366 05 07/01/96 0
UNKNOWN O 06/01/26
0
1489589 783/728 F 371,800.00 ZZ
360 371,800.00 1
8918 314TH AVENUE SE 8.500 2,858.82 76
8.250 2,858.82 490,000.00
PRESTON WA 98050 2 06/10/96 00
0380469990 05 08/01/96 0
9760528423 O 07/01/26
0
1489695 A89/A89 F 230,000.00 ZZ
360 230,000.00 1
15 WASHINGTON STREET 9.250 1,892.16 75
9.000 1,892.16 310,000.00
BEVERLY MA 01915 5 06/24/96 00
117065857 05 08/01/96 0
117065857 O 07/01/26
0
1489835 624/728 F 550,000.00 ZZ
360 550,000.00 1
FRONT HILL ROAD 8.500 4,229.02 74
8.250 4,229.02 750,000.00
BIG SUR CA 93920 2 06/04/96 00
0380482779 05 08/01/96 0
63000160026 O 07/01/26
0
1489885 964/728 F 285,000.00 ZZ
360 284,679.26 1
755 CRAGMONT AVENUE 8.875 2,267.59 75
8.625 2,267.59 380,000.00
BERKELEY CA 94708 5 04/10/96 00
0380417973 05 06/01/96 0
17892 O 05/01/26
0
1489986 183/183 F 214,333.61 ZZ
334 214,053.42 1
45 ROSLYN DRIVE 8.500 1,681.41 88
8.250 1,681.41 245,000.00
GLEN HEAD NY 11545 1 12/05/95 01
11805758 05 03/01/96 17
1
11805758 O 12/01/23
0
1490049 624/728 F 618,750.00 T
360 618,088.95 1
350 DUNE CIRCLE 9.125 5,034.35 75
8.875 5,034.35 825,000.00
KAILUA HI 96734 1 04/26/96 00
0380452533 05 06/01/96 0
9603011 O 05/01/26
0
1490070 998/728 F 264,750.00 ZZ
360 264,419.72 1
850 DIABLO ROAD 8.375 2,012.30 75
8.125 2,012.30 353,000.00
DANVILLE CA 94526 1 04/23/96 00
0380475914 05 06/01/96 0
99296899 O 05/01/26
0
1490172 A93/728 F 203,000.00 ZZ
360 202,886.19 1
19 JOYCE LANE 8.875 1,615.16 47
8.625 1,615.16 435,000.00
STATEN ISLAND NY 10301 1 05/16/96 00
0380437468 05 07/01/96 0
150476 O 06/01/26
0
1490287 696/728 F 148,000.00 BB
360 147,761.91 1
34 LINDEN HILL WAY S W 9.125 1,204.18 80
8.875 1,204.18 185,000.00
LEESBURG VA 22075 1 03/28/96 00
0380404864 03 05/01/96 0
2136259 O 04/01/26
0
1490305 B74/728 F 242,900.00 ZZ
360 242,488.46 1
2621 GRANT AVENUE #A 8.875 1,932.62 90
8.625 1,932.62 269,900.00
REDONDO BEACH CA 90278 1 03/27/96 12
0380405465 03 05/01/96 25
960697 O 04/01/26
0
1
1490389 028/728 F 71,250.00 ZZ
360 71,173.89 1
6942 EAST CALLE CANIS 9.125 579.71 75
8.875 579.71 95,000.00
TUCSON AZ 85710 1 04/17/96 00
0380419649 05 06/01/96 0
171614 O 05/01/26
0
1490428 051/728 F 418,600.00 ZZ
360 418,152.77 1
1 DRIFTWOOD STREET #2 9.125 3,405.87 70
8.875 3,405.87 598,000.00
MARINA DEL REY CA 90292 2 04/05/96 00
0380396870 01 06/01/96 0
16102263 O 05/01/26
0
1490549 147/728 F 82,650.00 ZZ
360 82,556.97 1
6947 SOUTH CAMPBELL AVENUE 8.875 657.61 95
8.625 657.61 87,000.00
CHICAGO IL 60629 2 04/25/96 10
0380467770 05 06/01/96 30
488076 O 05/01/26
0
1490551 E19/728 F 233,000.00 ZZ
360 232,876.00 1
31447 CORTE MONTIEL 9.125 1,895.77 84
8.875 1,895.77 280,000.00
CITY OF TEMECUL CA 92592 2 05/13/96 10
0380459884 05 07/01/96 25
8132 O 06/01/26
0
1490748 171/728 F 236,550.00 ZZ
360 236,283.78 1
11941 RIVES AVENUE 8.875 1,882.10 95
8.625 1,882.10 249,000.00
DOWNEY CA 90242 1 04/22/96 12
0380439506 05 06/01/96 30
67093256 O 05/01/26
0
1490770 180/728 F 500,000.00 ZZ
360 498,895.21 1
1700 PORT STIRLING PLACE 9.000 4,023.11 79
8.750 4,023.11 639,918.00
1
NEWPORT BEACH CA 92660 5 02/14/96 00
0380447186 03 04/01/96 0
4063988 O 03/01/26
0
1490786 A26/728 F 232,000.00 ZZ
360 231,752.14 1
6 GEM COURT 9.125 1,887.63 80
8.875 1,887.63 290,000.00
HICKSVILLE NY 11801 1 04/08/96 00
0380415183 05 06/01/96 0
5478 O 05/01/26
0
1490954 976/728 F 574,000.00 ZZ
360 573,669.75 1
1056 HOA STREET 8.750 4,515.67 80
8.500 4,515.67 720,000.00
HONOLULU HI 96825 2 05/23/96 00
0380463464 03 07/01/96 0
755284 O 06/01/26
0
1491055 964/728 F 340,000.00 ZZ
360 339,799.26 1
26941 CALLE ESPERANZA 8.625 2,644.49 74
8.375 2,644.49 460,000.00
SAN JUAN CAPIST CA 92675 2 05/20/96 00
0380473885 05 07/01/96 0
18026 O 06/01/26
0
1491056 975/728 F 248,000.00 T
360 247,720.91 1
1232 MEADOW COURT 8.875 1,973.20 80
8.625 1,973.20 310,000.00
UPLAND CA 91784 1 04/17/96 00
0380419904 05 06/01/96 0
961156 O 05/01/26
0
1491082 180/728 F 245,000.00 ZZ
360 244,738.25 1
28670 ROBINSON CANYON ROAD 9.125 1,993.40 55
8.875 1,993.40 450,000.00
CARMEL CA 93923 2 04/16/96 00
0380436866 05 06/01/96 0
4313854 O 05/01/26
0
1
1491146 E30/728 F 348,000.00 ZZ
360 347,618.39 1
18601 EAST PATRICIAN DRIVE 9.000 2,800.09 77
8.750 2,800.09 455,000.00
VILLA PARK CA 92667 1 04/15/96 00
0380421843 05 06/01/96 0
101399 O 05/01/26
0
1491159 147/728 F 382,500.00 ZZ
360 382,034.90 1
1215 ENCINAS DRIVE 8.500 2,941.10 75
8.250 2,941.10 510,000.00
LA HABRA HEIGHT CA 90631 1 04/29/96 00
0380467721 05 06/01/96 0
425860 O 05/01/26
0
1491173 635/635 F 352,000.00 ZZ
360 352,000.00 1
6 WHITNEY RD 8.875 2,800.68 80
8.625 2,800.68 440,000.00
MILLBURN TOWNSH NJ 07078 1 06/17/96 00
645088600 05 08/01/96 0
645088600 O 07/01/26
0
1491196 A83/728 F 210,000.00 ZZ
360 209,882.27 1
521 PERUGIA AVENUE 8.875 1,670.85 58
8.625 1,670.85 364,000.00
CORAL GABLES FL 33146 1 05/13/96 00
0380478652 05 07/01/96 0
129710 O 06/01/26
0
1491235 B74/728 F 607,500.00 ZZ
360 606,749.39 1
713 NORTH VISTA BONITA AVENUE 8.875 4,833.54 75
8.625 4,833.54 810,000.00
GLENDORA CA 91741 2 04/03/96 00
0380413014 05 06/01/96 0
960711 O 05/01/26
0
1491496 637/728 F 250,020.00 ZZ
360 249,886.94 1
1
8 ALLEN DRIVE 9.125 2,034.25 90
8.875 2,034.25 277,800.00
MORRIS TOWNSHIP NJ 07960 1 05/13/96 11
0380446196 05 07/01/96 25
9121930 O 06/01/26
0
1491963 F45/F45 F 168,000.00 ZZ
357 153,109.60 1
1165 PARK AVE APT 1D 9.250 1,381.59 35
9.000 1,381.59 490,500.00
NEW YORK NY 10128 2 05/18/87 00
111054 13 10/01/87 0
111054 O 06/01/17
0
1491964 F45/F45 F 210,000.00 ZZ
301 189,388.91 1
50 MORNINGSIDE DRIVE APT 51 9.250 1,727.62 70
9.000 1,727.62 300,000.00
NEW YORK NY 10025 1 06/04/87 00
111260 13 07/01/92 0
111260 O 07/01/17
0
1491965 F45/F45 F 90,000.00 ZZ
305 81,107.84 255
66-10 THORNTON PLACE 9.250 740.40 80
9.000 740.40 112,500.00
REGO PARK NY 11374 1 06/01/87 00
111310 11 02/01/92 0
111310 O 06/01/17
0
1491966 F45/F45 F 69,126.23 ZZ
256 68,774.62 2
338 55TH STREET 9.250 619.74 70
9.000 619.74 100,000.00
BROOKLYN NY 11220 1 06/23/87 00
111492 05 04/01/96 0
111492 O 07/01/17
0
1491971 F45/F45 F 73,242.95 ZZ
294 68,714.65 63
400-410 WEST 23RD ST APT 5G 8.375 579.71 74
8.125 579.71 100,000.00
NEW YORK NY 10011 1 02/06/92 00
112151 10 05/01/93 0
1
112151 O 10/01/17
0
1491973 F45/F45 F 213,997.49 ZZ
311 203,727.60 1
30 TOWER HILL DRIVE 8.875 1,760.70 68
8.625 1,760.70 315,000.00
PORT CHESTER NY 10573 1 08/24/92 00
113712 05 10/01/92 0
113712 O 08/01/18
0
1491977 F45/F45 F 54,443.69 ZZ
271 54,173.24 1
8 COACH DRIVE EAST 8.500 452.54 33
8.250 452.54 168,000.00
HAZLET NJ 07730 1 02/27/92 00
113993 05 04/01/96 0
113993 O 10/01/18
0
1491984 F45/F45 F 75,388.90 ZZ
291 75,077.15 1
35 GAINSBOROUGH ROAD 8.625 618.96 45
8.375 618.96 170,000.00
HOLBROOK NY 11741 1 02/03/92 00
117283 05 04/01/96 0
117283 O 06/01/20
0
1491988 F45/F45 F 99,386.10 ZZ
304 98,951.24 2
269 11TH ST 7.625 739.20 50
7.375 739.20 200,000.00
BROOKLYN NY 11215 5 09/11/92 00
119305 05 04/01/96 0
119305 O 07/01/21
0
1491991 F45/F45 F 100,000.00 ZZ
352 95,796.30 114
APT 14H 201 W 89TH STREET 8.625 777.79 69
8.375 777.79 145,000.00
NEW YORK NY 10024 1 08/02/91 00
120543 10 08/02/92 0
120543 O 11/01/21
0
1
1491993 F45/F45 F 300,000.00 ZZ
347 288,924.93 1
1 FAR HILL LANE 9.125 2,440.90 51
8.875 2,440.90 595,000.00
PLEASANTVILLE NY 10570 2 01/15/92 00
121442 05 04/01/93 0
121442 O 02/01/22
0
1492008 F45/F45 F 50,000.00 ZZ
351 48,151.98 29
APT 4C 104 EAST 37TH STREET 8.375 380.04 70
8.125 380.04 72,000.00
NEW YORK NY 10016 1 06/17/92 00
138677 11 05/01/93 0
138677 O 07/01/22
0
1492020 F45/F45 F 101,409.71 ZZ
321 101,057.22 1
271 EMPIRE BLVD 8.250 784.41 85
8.000 784.41 120,000.00
BROOKLYN NY 11225 2 11/06/92 14
146571 05 04/01/96 12
146571 O 12/01/22
0
1492061 F45/F45 F 162,621.99 ZZ
310 162,033.03 1
1380 BUNKER HILL DRIVE 8.500 1,297.59 67
8.250 1,297.59 245,000.00
CHERRY HILL NJ 08003 2 12/01/91 00
23531 05 04/01/96 0
23531 O 01/01/22
0
1492071 F45/F45 F 65,000.00 ZZ
360 64,864.90 1
219-35 113TH DRIVE 7.875 471.30 45
7.625 471.30 147,000.00
QUEENS VILLAGE NY 11429 1 02/26/96 00
319525 05 05/01/96 0
319525 O 04/01/26
0
1492341 F45/F45 F 25,000.00 ZZ
300 5,186.57 1
4605 BELMAR BLVD 7.500 184.75 60
7.250 184.75 42,000.00
1
NEPTUNE NJ 07753 1 11/21/73 00
504373 05 01/01/74 0
504373 O 12/01/98
0
1492967 F45/F45 F 409,500.00 ZZ
360 407,332.37 42
465 WEST END AVENUE APT 2A 7.500 2,863.28 64
7.250 2,863.28 647,000.00
NEW YORK NY 10024 1 11/01/95 00
727016 12 01/01/96 0
727016 O 12/01/25
0
1493543 F45/F45 F 150,000.00 ZZ
360 148,277.55 1
184-04 TUDOR ROAD 7.500 1,048.82 34
7.250 1,048.82 450,000.00
JAMAICA ESTATES NY 11432 1 02/06/96 00
172080 05 04/01/96 0
172080 O 03/01/26
0
1493581 140/728 F 31,200.00 ZZ
360 31,166.67 1
2811 LANGLEY AVENUE UNIT 112 9.125 253.85 80
8.875 253.85 39,000.00
PENSACOLA FL 32504 1 04/26/96 00
0380433723 01 06/01/96 0
427941 O 05/01/26
0
1493586 E22/728 F 875,000.00 ZZ
360 874,015.30 1
32022 ISLE VISTA 8.875 6,961.89 70
8.625 6,961.89 1,250,000.00
LAGUNA NIGUEL CA 92677 2 04/02/96 00
0410098180 03 06/01/96 0
410098180 O 05/01/26
0
1493592 B60/728 F 248,500.00 ZZ
360 248,220.33 1
356 CLAREMONT AVENUE 8.875 1,977.18 89
8.625 1,977.18 280,000.00
LONG BEACH CA 90803 2 04/05/96 01
0380404963 05 06/01/96 25
6894 O 05/01/26
0
1
1493609 998/728 F 235,600.00 ZZ
360 235,298.49 1
2541 COTTAGE DRIVE 8.250 1,769.99 95
8.000 1,769.99 248,000.00
CORONA CA 91719 1 04/18/96 10
0380475930 05 06/01/96 30
99431017 O 05/01/26
0
1493637 976/728 F 400,000.00 ZZ
360 399,549.84 1
5022 BLUFF PLACE 8.875 3,182.58 89
8.625 3,182.58 450,000.00
EL CAJON CA 92020 1 04/25/96 04
0380445180 05 06/01/96 25
874064 O 05/01/26
0
1493642 893/728 F 325,000.00 ZZ
360 325,000.00 1
1490 CYPRESS STREET 8.500 2,498.97 71
8.250 2,498.97 460,000.00
MONTARA CA 94037 5 06/01/96 00
0380461435 05 08/01/96 0
1493642 O 07/01/26
0
1493646 637/728 F 337,500.00 ZZ
360 337,120.16 1
48 FERNWOOD DRIVE 8.875 2,685.31 90
8.625 2,685.31 375,000.00
SAN ANSELMO CA 94960 1 04/24/96 10
0380436775 05 06/01/96 25
3437431 O 05/01/26
0
1493688 637/728 F 242,000.00 ZZ
360 242,000.00 1
32-45 210TH STREET 8.500 1,860.77 90
8.250 1,860.77 270,000.00
BAYSIDE NY 11361 1 06/04/96 12
0380487208 05 08/01/96 25
9100082 O 07/01/26
0
1493726 731/728 F 270,000.00 ZZ
360 269,711.54 1
1
2323 RUSTIC GATE WAY 9.125 2,196.81 90
8.875 2,196.81 300,000.00
HACIENDA HEIGHT CA 91745 2 04/03/96 10
0380417288 05 06/01/96 25
411111519 O 05/01/26
0
1493855 470/728 F 229,450.00 ZZ
360 229,317.98 1
16012 SILVERLEAF DR. 8.750 1,805.09 95
8.500 1,805.09 241,550.00
SAN LORENZO CA 94580 1 05/22/96 11
0380467242 05 07/01/96 30
25080752 O 06/01/26
0
1493873 976/728 F 230,850.00 ZZ
360 230,603.35 1
108 WEST FOREST AVENUE 9.125 1,878.28 95
8.875 1,878.28 243,000.00
ARCADIA CA 91006 1 04/23/96 10
0380451188 05 06/01/96 30
967899 O 05/01/26
0
1493893 232/232 F 275,000.00 ZZ
360 274,273.09 1
10544 SCOTT MILL ROAD 8.125 2,041.87 36
7.875 2,041.87 775,000.00
JACKSONVILLE FL 32257 5 02/23/96 00
379168 05 04/01/96 0
379168 O 03/01/26
0
1493960 731/728 F 147,750.00 ZZ
360 147,592.16 1
2375 GOLDCREST CIRCLE 9.125 1,202.14 75
8.875 1,202.14 197,000.00
PLEASANTON CA 94566 2 04/01/96 00
0380414673 05 06/01/96 0
112451810 O 05/01/26
0
1494003 638/728 F 271,450.00 ZZ
360 271,144.51 1
213 CERRO DRIVE 8.875 2,159.78 75
8.625 2,159.78 361,950.00
DALY CITY CA 94015 1 04/25/96 00
0380435413 03 06/01/96 0
1
8568835 O 05/01/26
0
1494121 287/287 F 243,000.00 ZZ
360 242,602.93 1
71 INDIAN TRAIL 9.050 1,963.99 90
7.350 1,963.99 270,000.00
LAKE ORION MI 48360 1 03/18/96 14
3173069 05 05/01/96 25
3173069 O 04/01/26
0
1494127 147/728 F 344,600.00 ZZ
360 344,385.81 1
4827 CARMEL ROAD 8.375 2,619.21 75
8.125 2,619.21 459,500.00
LA CANADA-FLINT CA 91011 1 05/02/96 00
0380467739 05 07/01/96 0
425931 O 06/01/26
0
1494134 147/728 F 95,000.00 ZZ
360 94,890.28 1
5402 EAST EMILE ZOLA AVENUE 8.750 747.37 55
8.500 747.37 173,000.00
PHOENIX AZ 85254 1 04/25/96 00
0380471426 03 06/01/96 0
485095 O 05/01/26
0
1494184 232/232 F 65,250.00 ZZ
360 65,180.28 1
315 CHRISTIANSEN AVENUE 9.125 530.90 75
8.875 530.90 87,000.00
GRANBY CO 80446 1 04/23/96 00
1007578 05 06/01/96 0
1007578 O 05/01/26
0
1494217 744/728 F 145,000.00 ZZ
360 144,841.01 1
1427 HERVEY LANE 9.000 1,166.70 60
8.750 1,166.70 245,000.00
SAN JOSE CA 95125 2 03/29/96 00
0380416355 05 06/01/96 0
76984 O 05/01/26
0
1
1494228 688/728 F 140,000.00 ZZ
360 139,114.17 1
STAR ROUTE 4, BOX 57 9.375 1,164.45 70
9.125 1,164.45 200,000.00
BLANCO TX 78606 1 06/15/95 00
0380431362 05 08/01/95 0
25577 O 07/01/25
0
1494312 976/728 F 285,000.00 ZZ
360 284,687.47 1
6275 COUNTRY ROAD 9.000 2,293.18 95
8.750 2,293.18 300,000.00
EDEN PRAIRIE MN 55346 1 04/29/96 10
0380440900 05 06/01/96 30
799663 O 05/01/26
0
1494363 098/098 F 137,000.00 ZZ
360 135,747.36 1
700 JEWETT AVENUE 9.375 1,139.50 80
9.125 1,139.50 172,000.00
STATEN ISLAND NY 10314 1 01/20/95 00
946054409 05 03/01/95 0
946054409 O 02/01/25
0
1494407 765/728 F 161,250.00 ZZ
360 161,068.53 1
28064 MAGIC MOUNTAIN LANE 8.875 1,282.98 75
8.625 1,282.98 215,000.00
CANYON COUNTRY CA 91351 1 04/08/96 00
0380416082 05 06/01/96 0
313911 O 05/01/26
0
1494514 B75/728 F 218,250.00 ZZ
360 218,124.44 1
7502 EAST SAGE DRIVE 8.750 1,716.97 75
8.500 1,716.97 291,000.00
SCOTTSDALE AZ 85250 1 05/22/96 00
0380486838 05 07/01/96 0
2601698 O 06/01/26
0
1494546 700/728 F 412,500.00 ZZ
360 412,035.77 1
4628 TALOFA AVENUE 8.875 3,282.04 75
TOLUCA LAKE AREA 8.625 3,282.04 550,000.00
1
LOS ANGELES CA 91602 5 04/03/96 00
0380413261 05 06/01/96 0
NA O 05/01/26
0
1494639 147/728 F 378,750.00 ZZ
360 378,526.39 1
6083 WOODDALE ROW 8.625 2,945.88 75
8.375 2,945.88 505,000.00
LA JOLLA CA 92037 1 05/02/96 00
0380469701 03 07/01/96 0
509021 O 06/01/26
0
1494644 076/076 F 218,000.00 ZZ
360 217,409.02 1
903 LANEWOOD DRIVE 8.000 1,599.61 89
7.750 1,599.61 246,000.00
SAN JOSE CA 95125 2 02/28/96 10
5222552 05 04/01/96 25
5222552 O 03/01/26
0
1494649 736/728 F 440,000.00 ZZ
360 439,765.84 1
16961 ENCINO HILLS DRIVE 9.125 3,579.99 80
8.875 3,579.99 550,000.00
LOS ANGELES CA 91436 2 05/24/96 00
0380456047 05 07/01/96 0
466638 O 06/01/26
0
1494660 E22/728 F 243,100.00 ZZ
360 242,840.28 1
10876 KING BAY DRIVE 9.125 1,977.94 80
8.875 1,977.94 303,990.00
BOCA RATON FL 33498 1 04/11/96 00
0410006753 03 06/01/96 0
410006753 O 05/01/26
0
1494766 685/728 F 271,200.00 ZZ
360 270,910.26 1
14441 LADD CANYON ROAD 9.125 2,206.57 80
8.875 2,206.57 339,000.00
SILVERADO CANYO CA 92676 1 04/15/96 00
0380417718 05 06/01/96 0
104277 O 05/01/26
0
1
1494815 A74/728 F 117,000.00 ZZ
300 117,000.00 1
121-52 235TH STREET 8.500 942.12 67
8.250 942.12 175,000.00
JAMAICA NY 11422 2 06/14/96 00
0380475591 05 08/01/96 0
184671614 O 07/01/21
0
1494830 E33/728 F 460,000.00 ZZ
360 460,000.00 1
1170 NORTH EDGEWOOD 8.500 3,537.01 63
8.250 3,537.01 735,000.00
LAKE FOREST IL 60045 1 06/14/96 00
0380470071 05 08/01/96 0
183171 O 07/01/26
0
1494991 526/728 F 312,000.00 ZZ
360 311,838.25 1
17605 HIGHWAY 82 9.250 2,566.75 80
9.000 2,566.75 390,000.00
CARBONDALE CO 81623 1 05/29/96 00
0380487059 05 07/01/96 0
114525 O 06/01/26
0
1494998 180/728 F 80,000.00 ZZ
360 79,956.30 1
128 EL RANCHO ROAD NORTH 9.000 643.70 54
8.750 643.70 149,000.00
SANTA FE NM 87501 1 05/30/96 00
0380459694 05 07/01/96 0
4168878 O 06/01/26
0
1495077 B99/728 F 399,520.00 ZZ
360 399,251.93 1
52 MANOR AVENUE 8.000 2,931.54 80
7.750 2,931.54 499,400.00
WELLESLEY MA 02181 1 05/15/96 00
0380435876 05 07/01/96 0
K0965028 O 06/01/26
0
1495102 744/728 F 391,600.00 ZZ
360 391,159.29 1
1
5160 APENNINES CIRCLE 8.875 3,115.75 89
8.625 3,115.75 440,500.00
SAN JOSE CA 95138 1 04/15/96 10
0380421868 03 06/01/96 25
77054 O 05/01/26
0
1495106 744/728 F 103,000.00 ZZ
360 102,884.09 1
935 GOVERNOR STREET 8.875 819.51 62
8.625 819.51 167,000.00
COSTA MESA CA 92627 2 03/27/96 00
0380419565 05 06/01/96 0
76554 O 05/01/26
0
1495138 375/728 F 450,000.00 ZZ
360 449,690.32 1
55-075 NAUPAKA STREET 7.875 3,262.81 67
7.625 3,262.81 675,000.00
LAIE HI 96762 2 05/09/96 00
0380467960 05 07/01/96 0
614506 O 06/01/26
0
1495218 098/098 F 56,250.00 BB
360 55,553.62 1
27 WOODBRIDGE COURT 9.250 462.76 75
9.000 462.76 75,000.00
WEST BABYLON NY 11704 1 08/24/94 00
945752309 05 10/01/94 0
945752309 O 09/01/24
0
1495220 098/098 F 104,000.00 ZZ
360 102,680.06 1
2 ROCK LANE 9.125 846.18 79
8.875 846.18 133,000.00
LEVITTOWN NY 11756 2 08/15/94 00
945402709 05 10/01/94 0
945402709 O 09/01/24
0
1495317 964/728 F 227,050.00 ZZ
360 226,794.48 1
16101 MARJAN LANE 8.875 1,806.51 95
8.625 1,806.51 239,000.00
HUNTINGTON BEAC CA 92647 1 04/08/96 14
0380419433 05 06/01/96 30
1
17891 O 05/01/26
0
1495379 491/491 F 246,244.28 ZZ
333 244,692.63 1
68 MILES AVENUE 9.000 2,014.13 87
8.750 2,014.13 285,000.00
LOS GATOS CA 95030 1 08/07/95 11
8198535 05 11/01/95 17
8198535 O 07/01/23
0
1495380 491/491 F 234,589.71 ZZ
327 233,037.32 1
2696 HESSELBEIN WAY 9.000 1,926.80 87
8.750 1,926.80 269,950.00
SAN JOSE CA 95148 1 08/08/95 04
9247661 05 11/01/95 17
9247661 O 01/01/23
0
1495381 491/491 F 240,352.51 ZZ
322 238,732.00 1
291 DEL ROY DRIVE 9.125 2,002.33 87
8.875 2,002.33 278,000.00
SAN MARCOS CA 92069 1 08/10/95 10
9285601 05 11/01/95 17
9285601 O 08/01/22
0
1495529 647/728 F 296,000.00 ZZ
360 295,811.25 1
172 ELECTRIC AVENUE 8.250 2,223.75 80
8.000 2,223.75 370,000.00
SEAL BEACH CA 90740 1 05/03/96 00
0380479361 05 07/01/96 0
1941201 O 06/01/26
0
1495531 E22/728 F 156,750.00 ZZ
360 156,559.41 1
1259 NORTH HARVARD BOULEVARD 8.500 1,205.27 95
8.250 1,205.27 165,000.00
LOS ANGELES CA 90029 2 04/08/96 10
0410097075 05 06/01/96 30
410097075 O 05/01/26
0
1
1495532 B57/728 F 79,000.00 ZZ
360 78,953.35 1
21111 NASHVILLE STREET 8.625 614.46 32
8.375 614.46 250,000.00
LOS ANGELES CA 91311 1 05/20/96 00
0380465576 05 07/01/96 0
9610708 O 06/01/26
0
1495542 976/728 F 313,600.00 ZZ
360 313,414.85 1
11222 LAUSANNE WAY 8.625 2,439.15 80
8.375 2,439.15 392,000.00
TRUCKEE CA 96161 1 05/01/96 00
0380470386 03 07/01/96 0
870305 O 06/01/26
0
1495550 814/728 F 264,000.00 ZZ
360 263,851.99 1
301 WRIGHT AVENUE 8.875 2,100.51 80
8.625 2,100.51 330,000.00
MORGAN HILL CA 95037 1 05/01/96 00
0380435892 05 07/01/96 0
809604201 O 06/01/26
0
1495578 180/728 F 269,500.00 ZZ
360 269,196.72 1
510 LAKE STREET 8.875 2,144.26 90
8.625 2,144.26 299,900.00
HUNTINGTON BEAC CA 92648 1 04/30/96 21
0380439308 05 06/01/96 25
4314589 O 05/01/26
0
1495591 208/728 F 643,500.00 ZZ
360 643,157.55 1
VUELTA LINDA 9.125 5,235.73 65
8.875 5,235.73 990,000.00
SANTA FE NM 87501 1 05/24/96 00
0380461369 03 07/01/96 0
33954 O 06/01/26
0
1495630 744/728 F 219,750.00 ZZ
360 219,502.69 2
912-914 SOUTH HOLT AVENUE 8.875 1,748.43 74
8.625 1,748.43 297,000.00
1
LOS ANGELES CA 90035 2 04/05/96 00
0380424516 05 06/01/96 0
76811 O 05/01/26
0
1495652 736/728 F 560,000.00 ZZ
360 559,369.79 1
1365 EL TERRAZA DRIVE 8.875 4,455.61 80
8.625 4,455.61 700,000.00
LA HABRA HEIGHT CA 90631 1 04/16/96 00
0380421777 05 06/01/96 0
466522 O 05/01/26
0
1495661 736/728 F 321,600.00 ZZ
360 321,238.09 1
1101 RANCHWOOD PLACE 8.875 2,558.79 79
8.625 2,558.79 410,000.00
DIAMOND BAR CA 91765 2 04/15/96 00
0380422783 05 06/01/96 0
444890 O 05/01/26
0
1495836 670/728 F 218,500.00 ZZ
360 218,068.29 1
13651 NORTH 70TH DRIVE 8.125 1,622.36 95
7.875 1,622.36 230,000.00
PEORIA AZ 85381 1 03/19/96 12
0380429044 03 05/01/96 30
13180304 O 04/01/26
0
1495958 670/728 F 93,000.00 ZZ
360 92,850.39 1
8205 SW 39TH STREET 9.125 756.68 60
8.875 756.68 155,000.00
MIAMI FL 33155 5 03/27/96 00
0380430299 05 05/01/96 0
34256482 O 04/01/26
0
1496040 731/728 F 264,000.00 ZZ
360 263,859.51 1
8248 WEST 83RD STREET 9.125 2,147.99 80
(CITY OF LOS ANGELES) 8.875 2,147.99 330,000.00
PLAYA DEL REY A CA 90293 1 05/10/96 00
0380452855 05 07/01/96 0
411911583 O 06/01/26
0
1
1496043 664/728 F 685,000.00 ZZ
360 684,574.23 1
5056 NORTH PARKWAY CALABASAS 8.375 5,206.50 66
8.125 5,206.50 1,050,000.00
CALABASAS AREA CA 91302 2 05/30/96 00
0380467424 03 07/01/96 0
2177202 O 06/01/26
0
1496044 976/728 F 311,950.00 ZZ
360 311,770.52 1
3439 WHITEHAVEN DRIVE 8.750 2,454.12 79
8.500 2,454.12 399,450.00
WALNUT CREEK CA 94598 1 05/09/96 00
0380476904 05 07/01/96 0
727702708 O 06/01/26
0
1496055 964/728 F 215,000.00 ZZ
360 214,882.56 1
4620 HAMPTON FALLS PLACE 9.000 1,729.94 80
8.750 1,729.94 270,000.00
SAN JOSE CA 95136 2 05/08/96 00
0380453556 01 07/01/96 0
18197 O 06/01/26
0
1496059 976/728 F 301,400.00 ZZ
360 301,400.00 1
5305 RENAISSANCE AVE 8.750 2,371.12 90
8.500 2,371.12 334,900.00
SAN DIEGO CA 92122 1 06/05/96 21
0380473349 03 08/01/96 25
830017725 O 07/01/26
0
1496165 074/728 F 384,000.00 ZZ
360 383,382.28 1
3139 TOKAY COURT 9.125 3,124.35 80
8.875 3,124.35 480,000.00
PLEASANTON CA 94566 2 03/11/96 00
0380423625 03 05/01/96 0
1500179007 O 04/01/26
0
1496408 074/728 F 258,750.00 ZZ
360 258,311.57 1
1
120 MEADOW LAKE DRIVE 8.875 2,058.74 91
8.625 2,058.74 287,000.00
HENDERSONVILLE TN 37075 1 03/29/96 11
0380421124 05 05/01/96 25
1585025180 O 04/01/26
0
1496640 356/728 F 258,750.00 ZZ
360 258,597.23 1
4825 MIRAMAR AVENUE 8.625 2,012.54 75
8.375 2,012.54 345,000.00
SAN JOSE CA 95129 5 05/22/96 00
0380470196 05 07/01/96 0
2364925 O 06/01/26
0
1496645 731/728 F 600,000.00 ZZ
360 599,663.63 1
10547 SUNSET BOULEVARD 8.875 4,773.87 80
8.625 4,773.87 750,000.00
LOS ANGELES CA 90077 1 05/07/96 00
0380443557 05 07/01/96 0
1001065 O 06/01/26
0
1496690 B24/728 F 134,750.00 ZZ
360 134,606.04 1
29 HARVEST LANE 9.125 1,096.37 70
8.875 1,096.37 192,500.00
MILFORD CT 06460 1 05/05/96 00
0380420514 05 06/01/96 0
1496690 O 05/01/26
0
1496824 976/728 F 288,000.00 ZZ
360 287,842.68 1
320 WOODRUFF DRIVE 9.000 2,317.32 80
8.750 2,317.32 360,000.00
WALNUT CA 91789 2 05/16/96 00
0380480690 05 07/01/96 0
778559833 O 06/01/26
0
1496849 744/728 F 650,000.00 ZZ
360 648,840.45 1
2900 SYCAMORE CANYON ROAD 8.625 5,055.63 77
8.375 5,055.63 850,000.00
SANTA BARBARA CA 93108 1 03/07/96 00
0380436098 05 05/01/96 0
1
76767 O 04/01/26
0
1496864 E19/728 F 650,000.00 ZZ
360 649,635.60 1
1 MERYTON 8.875 5,171.69 79
8.625 5,171.69 825,000.00
IRVINE CA 90715 1 05/08/96 00
0380461393 03 07/01/96 0
100003528 O 06/01/26
0
1496890 E22/728 F 316,000.00 ZZ
360 315,644.37 1
755 WILLOW GLEN 8.875 2,514.24 80
8.625 2,514.24 395,000.00
ESCONDIDO CA 92025 2 04/12/96 00
0410144570 05 06/01/96 0
410144570 O 05/01/26
0
1496897 685/728 F 281,700.00 ZZ
360 281,391.11 1
28452 RANCHO GRANDE 9.000 2,266.62 90
8.750 2,266.62 313,000.00
LAGUNA NIGUEL CA 92677 1 04/18/96 12
0380431289 03 06/01/96 25
104230 O 05/01/26
0
1496899 B75/728 F 273,750.00 ZZ
360 273,596.53 1
11075 SOUTH LOAFER ROAD 8.875 2,178.08 75
8.625 2,178.08 365,000.00
PAYSON UT 84651 1 05/10/96 00
0380465386 05 07/01/96 0
2602647 O 06/01/26
0
1496907 626/728 F 371,600.00 ZZ
360 371,181.80 1
11468 HUNTINGTON VILLAGE LANE 8.875 2,956.62 80
8.625 2,956.62 464,540.00
GOLD RIVER CA 95670 1 04/12/96 00
0380427428 03 06/01/96 0
6567283 O 05/01/26
0
1
1497003 A71/728 F 222,500.00 ZZ
360 222,375.26 1
908 N SIERRA BONITA AVE 8.875 1,770.31 89
8.625 1,770.31 251,000.00
WEST HOLLYWOOD CA 90046 2 05/16/96 01
0380451303 05 07/01/96 17
9605136465 O 06/01/26
0
1497042 776/728 F 216,000.00 ZZ
360 215,882.02 1
28276 TIMOTHY DRIVE 9.000 1,737.98 80
SAUGUS AREA 8.750 1,737.98 270,000.00
SANTA CLARA CA 91350 1 05/15/96 00
0380459629 05 07/01/96 0
2132704 O 06/01/26
0
1497062 975/728 F 631,250.00 ZZ
360 630,914.07 1
31005 MARNE DRIVE 9.125 5,136.06 78
8.875 5,136.06 815,000.00
RANCHO PALOS VE CA 90275 2 05/02/96 00
0380443797 05 07/01/96 0
961343 O 06/01/26
0
1497129 964/728 F 323,000.00 ZZ
360 322,636.50 1
857 WILDWOOD TRAIL 8.875 2,569.93 85
8.625 2,569.93 380,000.00
SANTA ROSA CA 95409 1 04/11/96 14
0380427071 05 06/01/96 12
17498 O 05/01/26
0
1497131 638/728 F 50,000.00 ZZ
360 49,945.18 1
1000 EAST 1ST AVENUE #101 9.000 402.31 41
8.750 402.31 122,500.00
DENVER CO 80218 1 04/15/96 00
0380431859 01 06/01/96 0
721 O 05/01/26
0
1497139 976/728 F 324,000.00 ZZ
360 323,635.38 1
1001 STRATFORD AVENUE 8.875 2,577.89 75
8.625 2,577.89 432,000.00
1
SOUTH PASADENA CA 91030 2 04/01/96 00
0380424904 05 06/01/96 0
831609 O 05/01/26
0
1497184 638/728 F 218,500.00 ZZ
360 218,500.00 1
188 STOCKBRIDGE AVENUE 8.875 1,738.48 95
8.625 1,738.48 230,000.00
ALHAMBRA CA 91801 1 06/11/96 11
0380481318 05 08/01/96 30
8571180 O 07/01/26
0
1497242 670/728 F 320,000.00 ZZ
360 319,498.48 1
34 AUTUMN HILL DRIVE 9.250 2,632.56 79
9.000 2,632.56 406,000.00
BERNARDSVILLE NJ 07924 1 03/22/96 00
0380428145 05 05/01/96 0
13188607 O 04/01/26
0
1497346 744/728 F 199,900.00 ZZ
360 199,680.80 1
8841 BROOKE AVENUE 9.000 1,608.44 80
8.750 1,608.44 250,000.00
WESTMINSTER CA 92683 1 04/24/96 00
0380438904 05 06/01/96 0
77352 O 05/01/26
0
1497371 B77/728 F 224,000.00 ZZ
360 224,000.00 1
236 MILE CREEK ROAD 8.750 1,762.21 80
8.500 1,762.21 280,000.00
OLD LYME CT 06371 1 05/28/96 00
0380462896 05 08/01/96 0
96000541 O 07/01/26
0
1497477 F45/F45 F 136,571.17 ZZ
268 134,132.03 1
302 EAST 20TH STREET 8.375 1,133.05 80
8.125 1,133.05 171,000.00
HUNTINGTON STAT NY 11746 1 02/06/92 00
112011 05 07/01/95 0
112011 O 10/01/17
0
1
1497482 F45/F45 F 62,388.20 ZZ
248 61,981.27 1
51 DOXBURY LANE 7.875 510.16 45
7.625 510.16 140,000.00
SUFFERN NY 10901 1 08/13/92 00
132878 01 04/01/96 0
132878 O 11/01/16
0
1497491 F45/F45 F 49,721.15 ZZ
296 49,370.84 1
80 TERRACE AVENUE 7.750 407.85 53
7.500 407.85 95,000.00
JERSEY CITY NJ 07307 1 08/07/92 00
20982 05 04/01/96 0
20982 O 11/01/20
0
1497569 462/728 F 285,700.00 ZZ
360 285,543.94 1
0099 GOLD DUST DRIVE 9.000 2,298.81 71
8.750 2,298.81 405,000.00
EDWARDS CO 81632 2 05/15/96 00
0380466269 05 07/01/96 0
4476784 O 06/01/26
0
1497611 976/728 F 368,000.00 ZZ
360 367,793.69 1
16627 KEHRSGROVE DRIVE 8.875 2,927.98 80
8.625 2,927.98 460,000.00
CLARKSON VALLEY MO 63005 2 05/09/96 00
0380460023 03 07/01/96 0
893107 O 06/01/26
0
1497621 731/728 F 345,000.00 ZZ
360 345,000.00 1
24603 E TUM TUM DRIVE 9.250 2,838.23 75
9.000 2,838.23 460,000.00
LIBERTY LAKE WA 99019 5 06/17/96 00
0380479916 05 08/01/96 0
230332167 O 07/01/26
0
1497650 964/728 F 271,600.00 ZZ
360 271,435.46 1
1
6806 PASO ROBLES DRIVE 8.500 2,088.37 80
8.250 2,088.37 339,500.00
OAKLAND CA 94611 1 05/08/96 00
0380467473 05 07/01/96 0
18307 O 06/01/26
0
1497692 638/728 F 315,000.00 ZZ
360 314,799.14 1
808 MT VIEW DRIVE 8.250 2,366.49 80
8.000 2,366.49 394,000.00
LAFAYETE CA 94549 1 05/24/96 00
0380477589 05 07/01/96 0
08571968 O 06/01/26
0
1497775 560/560 F 243,350.00 R
360 241,873.18 1
1789 CASSELBERRY COURT 7.500 1,701.54 95
7.250 1,701.54 258,000.00
ORANGE PARK FL 32073 1 10/19/95 04
450250733 03 12/01/95 30
450250733 O 11/01/25
0
1497843 069/728 F 384,750.00 ZZ
360 384,328.10 1
19753 ALPINE CREST ROAD 9.000 3,095.79 75
8.750 3,095.79 513,000.00
WALNUT CA 91789 1 04/16/96 00
0380431321 05 06/01/96 0
2362097889 O 05/01/26
0
1497857 976/728 F 264,000.00 ZZ
360 263,717.93 1
20428 THRUST DRIVE 9.125 2,148.00 80
8.875 2,148.00 330,000.00
WALNUT AREA CA 91789 1 04/01/96 00
0380430786 03 06/01/96 0
909419 O 05/01/26
0
1497860 731/728 F 182,400.00 ZZ
360 182,205.12 1
4515 ASCENSION STREET 9.125 1,484.07 80
8.875 1,484.07 228,000.00
ROCKLIN CA 95677 2 04/19/96 00
0380440520 05 06/01/96 0
1
110540694 O 05/01/26
0
1497862 568/728 F 299,250.00 ZZ
360 298,938.52 1
1050 ABETO COURT 9.250 2,461.86 95
9.000 2,461.86 315,000.00
CHULA VISTA CA 91910 1 04/23/96 11
0380426842 05 06/01/96 30
809648 O 05/01/26
0
1497864 976/728 F 301,500.00 ZZ
360 301,177.88 1
23308 PARK MARIPOSA 9.125 2,453.11 87
8.875 2,453.11 350,000.00
CALABASAS CA 91302 1 04/02/96 04
0380433038 05 06/01/96 25
768785 O 05/01/26
0
1497971 626/728 F 271,700.00 ZZ
360 271,547.68 1
3701 17TH STREET 8.875 2,161.77 95
8.625 2,161.77 286,000.00
SACRAMENTO CA 95818 1 05/13/96 01
0380473737 05 07/01/96 30
6613996 O 06/01/26
0
1497983 976/728 F 274,500.00 ZZ
360 274,350.06 1
861 COLUMBIA CIRCLE UNIT #703 9.000 2,208.69 90
8.750 2,208.69 305,000.00
REDWOOD CITY CA 94065 1 05/09/96 04
0380456856 01 07/01/96 25
81908 O 06/01/26
0
1497999 E61/728 F 136,000.00 ZZ
360 135,927.63 1
4588 CIMARRON RIVER COURT 9.125 1,106.54 80
8.875 1,106.54 170,000.00
SAN JOSE CA 95136 2 05/24/96 00
0380460262 09 07/01/96 0
12412 O 06/01/26
0
1
1498009 180/728 F 527,000.00 ZZ
360 526,406.92 1
213 EDELEN AVENUE 8.875 4,193.05 72
8.625 4,193.05 735,000.00
LOS GATOS CA 95030 5 04/15/96 00
0380446162 05 06/01/96 0
4267407 O 05/01/26
0
1498042 668/728 F 368,700.00 ZZ
360 368,228.16 1
730 YGNACIO WOODS COURT 8.250 2,769.92 90
8.000 2,769.92 409,750.00
CONCORD CA 94518 1 04/10/96 10
0380471210 05 06/01/96 25
0006374920 O 05/01/26
0
1498060 450/728 F 261,000.00 ZZ
360 260,713.79 1
3083 CHISHOLM TR 9.000 2,100.07 90
8.750 2,100.07 290,000.00
SYLVAN TWP MI 48118 1 04/19/96 10
0380432568 05 06/01/96 25
4105037 O 05/01/26
0
1498117 731/728 F 350,000.00 ZZ
360 349,626.06 1
28 LA SONOMA COURT 9.125 2,847.72 80
8.875 2,847.72 440,000.00
ALAMO CA 94507 2 04/16/96 00
0380435165 05 06/01/96 0
112151918 O 05/01/26
0
1498126 731/728 F 272,000.00 ZZ
360 271,701.75 1
526 CENTRAL AVENUE 9.000 2,188.57 80
8.750 2,188.57 340,000.00
MENLO PARK CA 94025 1 04/15/96 00
0380433640 05 06/01/96 0
112151863 O 05/01/26
0
1498139 470/728 F 207,000.00 ZZ
360 206,767.04 1
134 VAN BUREN COURT 8.875 1,646.99 64
8.625 1,646.99 325,000.00
1
NOVATO CA 94947 2 04/24/96 00
0380437229 05 06/01/96 0
25080305 O 05/01/26
0
1498142 698/698 F 228,000.00 ZZ
360 227,756.42 1
4002 MOUNT VERNON DRIVE 9.125 1,855.08 80
8.875 1,855.08 285,000.00
LOS ANGELES (AR CA 90008 2 04/15/96 00
10552147 05 06/01/96 0
10552147 O 05/01/26
0
1498174 A09/728 F 450,000.00 ZZ
360 450,000.00 1
94 BALSAR COURT 9.250 3,702.04 75
9.000 3,702.04 600,000.00
SYOSSET NY 11791 1 06/26/96 00
0380480237 05 08/01/96 0
UNKNOWN O 07/01/26
0
1498311 976/728 F 237,500.00 ZZ
360 237,366.85 1
17168 BARNESTON STREET 8.875 1,889.66 95
8.625 1,889.66 250,000.00
GRANADA HILLS CA 91344 1 05/20/96 21
0380465550 05 07/01/96 30
085118 O 06/01/26
0
1498312 889/728 F 148,800.00 BB
360 148,712.15 1
3175 BARBADOS PLACE 8.625 1,157.35 80
8.375 1,157.35 186,000.00
COSTA MESA CA 92626 1 05/17/96 00
0380456302 05 07/01/96 0
51400387 O 06/01/26
0
1498328 227/728 F 251,250.00 ZZ
360 250,974.49 1
2035 EAST AMBER LANE 9.000 2,021.62 95
8.750 2,021.62 264,482.00
GILBERT AZ 85296 1 04/22/96 01
0380443821 03 06/01/96 30
1614115 O 05/01/26
0
1
1498357 559/728 F 211,375.00 ZZ
360 211,137.11 1
2918 LAND PARK DRIVE 8.875 1,681.80 94
8.625 1,681.80 225,000.00
SACRAMENTO CA 95822 1 04/26/96 11
0380437419 05 06/01/96 30
0499566 O 05/01/26
0
1498371 814/728 F 370,800.00 ZZ
360 370,393.40 1
800 MIRAMAR TERRACE 9.000 2,983.54 80
8.750 2,983.54 463,500.00
BELMONT CA 94002 2 04/29/96 00
0380435553 05 06/01/96 0
809604025 O 05/01/26
0
1498390 B23/728 F 312,000.00 ZZ
360 311,825.09 1
21581 MONTBURY DRIVE 8.875 2,482.41 80
8.625 2,482.41 390,000.00
LAKE FOREST CA 92630 2 05/01/96 00
0380426172 05 07/01/96 0
88001197 O 06/01/26
0
1498408 686/728 F 33,000.00 ZZ
360 32,964.74 1
1902 WARF LANE 9.125 268.50 69
8.875 268.50 48,000.00
LAKE WORTH FL 33463 1 04/23/96 00
0380436932 03 06/01/96 0
30817459506 O 05/01/26
0
1498412 686/728 F 106,000.00 ZZ
360 105,883.75 1
4128 SW 13 TERR 9.000 852.91 68
8.750 852.91 157,000.00
MIAMI FL 33134 5 04/19/96 00
0380432287 05 06/01/96 0
30817458748 O 05/01/26
0
1498433 686/728 F 65,800.00 ZZ
360 65,727.83 1
1
1407 VINEWOOD 9.000 529.45 70
8.750 529.45 94,000.00
AUBURN HILLS MI 48326 5 04/23/96 00
0380437054 05 06/01/96 0
30817401557 O 05/01/26
0
1498441 686/728 F 134,900.00 ZZ
360 134,755.86 1
1597 NW 168 AVENUE 9.125 1,097.60 75
8.875 1,097.60 179,990.00
PEMBROKE PINES FL 33028 1 04/30/96 00
0380433525 03 06/01/96 0
30817373376 O 05/01/26
0
1498442 686/728 F 125,000.00 ZZ
360 124,866.43 1
4842 N RUTHERFORD AVENUE 9.125 1,017.05 55
8.875 1,017.05 227,500.00
CHICAGO IL 60656 1 04/30/96 00
0380433491 05 06/01/96 0
30817401482 O 05/01/26
0
1498532 470/728 F 217,500.00 ZZ
360 217,374.86 1
4 WESTLINE DRIVE 8.750 1,711.08 95
8.500 1,711.08 229,000.00
DALY CITY CA 94015 1 05/21/96 12
0380465725 05 07/01/96 30
25080513 O 06/01/26
0
1498533 976/728 F 340,200.00 ZZ
360 340,200.00 1
7315 HUNT CLUB LANE 8.500 2,615.85 90
8.250 2,615.85 378,000.00
SEMINOLE FL 34646 1 06/04/96 04
0380475542 03 08/01/96 25
963295884 O 07/01/26
0
1498568 637/728 F 285,600.00 ZZ
360 285,286.81 1
263 CALLE ANDREA 9.000 2,298.01 95
8.750 2,298.01 300,655.00
SAN DIMAS CA 91773 1 04/17/96 11
0380437245 05 06/01/96 30
1
9026477 O 05/01/26
0
1498572 637/728 F 218,500.00 ZZ
360 217,494.25 1
108 LINCOLN STREET 8.875 1,738.49 95
8.625 1,738.49 230,000.00
HACKENSACK NJ 07601 1 11/03/95 14
0380456716 05 12/01/95 30
4034633 O 11/01/25
0
1498573 995/728 F 400,000.00 ZZ
360 399,775.75 1
436 CARRIAGE LANE 8.875 3,182.58 87
8.625 3,182.58 460,000.00
WYCKOFF NJ 07481 1 05/21/96 10
0380467481 05 07/01/96 25
GM10031096 O 06/01/26
0
1498673 E22/728 F 431,200.00 ZZ
360 430,714.74 1
4997 ACADEMY STREET 8.875 3,430.82 80
8.625 3,430.82 539,000.00
SAN DIEGO CA 92109 1 04/18/96 00
0410038152 05 06/01/96 0
410038152 O 05/01/26
0
1498675 E22/728 F 308,000.00 ZZ
360 307,653.38 1
3 TRAMONTI 8.875 2,450.59 80
8.625 2,450.59 385,000.00
LAGUNA NIGUEL CA 92677 2 04/16/96 00
0410091524 03 06/01/96 0
410091524 O 05/01/26
0
1498699 A26/728 F 225,000.00 ZZ
360 225,000.00 1
328 OAKLAND AVENUE 9.250 1,851.02 90
9.000 1,851.02 250,000.00
STATEN ISLAND NY 10310 1 06/25/96 14
0380475740 05 08/01/96 25
7102 O 07/01/26
0
1
1498707 964/728 F 302,800.00 ZZ
360 302,616.56 1
19 CREEKSIDE DRIVE 8.500 2,328.27 80
8.250 2,328.27 378,500.00
SAN RAFAEL CA 94903 1 05/15/96 00
0380465642 05 07/01/96 0
18305 O 06/01/26
0
1498718 F41/728 F 240,000.00 ZZ
360 239,861.92 2
956-958 MASSACHUSETTS AVENUE 8.750 1,888.08 80
8.500 1,888.08 300,000.00
LEXINGTON MA 02173 1 05/30/96 00
0380466236 05 07/01/96 0
UNKNOWN O 06/01/26
0
1498751 976/728 F 407,600.00 ZZ
360 407,153.03 1
19 CALVERT COURT 9.000 3,279.65 80
8.750 3,279.65 509,500.00
PIEDMONT CA 94611 1 04/22/96 00
0380451337 05 06/01/96 0
883449821 O 05/01/26
0
1498784 889/728 F 192,000.00 ZZ
360 191,883.69 1
24625 PRISCILLA DRIVE 8.500 1,476.31 80
8.250 1,476.31 240,000.00
DANA POINT CA 92629 1 05/20/96 00
0380459124 05 07/01/96 0
51400384 O 06/01/26
0
1498786 976/728 F 402,000.00 ZZ
360 402,000.00 1
18225 8TH PLACE WEST 8.625 3,126.72 70
8.375 3,126.72 575,000.00
LYNNWOOD WA 98037 2 06/20/96 00
0380483595 05 08/01/96 0
130462 O 07/01/26
0
1498831 668/728 F 230,550.00 ZZ
360 230,410.32 1
1474 46TH AVENUE 8.500 1,772.74 90
8.250 1,772.74 256,500.00
1
SAN FRANCISCO CA 94122 1 05/14/96 04
0380481128 07 07/01/96 25
6734438 O 06/01/26
0
1498852 744/728 F 175,200.00 ZZ
360 175,002.83 1
6660 HEARTWOOD DRIVE 8.875 1,393.97 80
8.625 1,393.97 220,000.00
OAKLAND CA 94611 1 04/25/96 00
0380437716 05 06/01/96 0
77259 O 05/01/26
0
1498875 B49/728 F 256,000.00 ZZ
360 255,823.82 1
1315 SNOWBERRY DRIVE 7.875 1,856.18 63
7.625 1,856.18 406,500.00
GOLDEN CO 80401 1 05/28/96 00
0380444530 03 07/01/96 0
17194462 O 06/01/26
0
1498933 822/728 F 150,000.00 ZZ
360 149,835.51 1
25 GREENWOOD ROAD 9.000 1,206.94 60
8.750 1,206.94 250,000.00
MORRIS PLAINS NJ 07950 1 04/25/96 00
0380438011 05 06/01/96 0
95055757 O 05/01/26
0
1499000 765/728 F 280,250.00 ZZ
360 279,934.60 1
32662 COPPERCREST DRIVE 8.875 2,229.80 95
8.625 2,229.80 295,000.00
TRABUCO CANYON CA 92679 1 04/24/96 14
0380442526 03 06/01/96 30
314065 O 05/01/26
0
1499015 D03/728 F 255,150.00 ZZ
360 255,150.00 1
567 BONITA AVENUE 8.250 1,916.86 90
8.000 1,916.86 283,500.00
PLEASANTON CA 94566 1 06/06/96 14
0380485046 05 08/01/96 25
99863125 O 07/01/26
0
1
1499060 F45/F45 F 102,150.00 ZZ
360 97,813.11 1
11 DUNCAN AVENUE 9.000 821.92 90
8.750 821.92 113,500.00
JERSEY CITY NJ 07304 1 08/28/91 01
20107 07 10/01/91 17
20107 O 09/01/21
0
1499091 F45/F45 F 32,800.00 ZZ
360 31,742.37 1
2011 HAWTHORNE LANE 9.250 269.84 80
9.000 269.84 41,000.00
MAHWAH NJ 07430 1 03/27/92 00
409714 01 05/01/92 0
409714 O 04/01/22
0
1499098 F45/F45 F 162,000.00 ZZ
360 157,143.84 1
142 KENILWORTH ROAD 9.250 1,332.74 62
9.000 1,332.74 265,000.00
VILLAGE OF RIDG NJ 07450 2 06/25/92 00
418335 05 08/01/92 0
418335 O 07/01/22
0
1499119 F45/F45 F 40,000.00 ZZ
360 36,455.68 1
116 A LONG HILL RD 9.125 325.45 20
8.875 325.45 207,500.00
NESHANIC STATIO NJ 08853 2 06/05/87 00
51763 05 08/01/87 0
51763 O 07/01/17
0
1499148 F45/F45 F 747,500.00 ZZ
360 746,680.34 1
216-15 27TH AVENUE 9.000 6,014.55 65
8.750 6,014.55 1,150,000.00
BAYSIDE NY 11360 1 04/01/96 00
773804 05 06/01/96 0
773804 O 05/01/26
0
1499181 F45/F45 F 840,000.00 ZZ
360 839,125.70 1
1
507 OCEAN AVENUE 9.250 6,910.47 70
9.000 6,910.47 1,200,000.00
SEA GIRT NJ 08750 2 04/15/96 00
775858 05 06/01/96 0
775858 O 05/01/26
0
1499357 757/757 F 612,100.00 ZZ
360 611,316.67 1
2052 AMICK'S FERRY ROAD 8.250 4,598.51 80
8.000 4,598.51 765,200.00
CHAPIN SC 29036 2 04/25/96 00
2775443 05 06/01/96 0
2775443 O 05/01/26
0
1499362 791/728 F 243,100.00 ZZ
360 242,846.96 1
9415 CARMICHAEL COURT 9.250 1,999.93 95
9.000 1,999.93 255,903.00
FREDERICK MD 21701 1 04/30/96 14
0380437914 03 06/01/96 30
756860 O 05/01/26
0
1499545 772/728 F 267,000.00 ZZ
360 266,834.05 1
5317 N MAGNOLIA AVE 8.375 2,029.39 80
8.125 2,029.39 334,000.00
CHICAGO IL 60641 1 05/21/96 00
0380470048 05 07/01/96 0
71000941 O 06/01/26
0
1499563 A19/728 F 310,000.00 ZZ
360 309,826.21 1
108 FLINT FARM ROAD 8.875 2,466.50 80
8.625 2,466.50 390,000.00
MIDDLETON MA 01949 1 05/20/96 00
0380439183 05 07/01/96 0
151374 O 06/01/26
0
1499572 976/728 F 237,000.00 ZZ
360 236,863.64 1
25511 SARITA DRIVE 8.750 1,864.49 78
8.500 1,864.49 306,000.00
LAGUNA HILLS CA 92653 2 05/17/96 00
0380463720 05 07/01/96 0
1
116415 O 06/01/26
0
1499580 976/728 F 294,000.00 ZZ
360 294,000.00 1
7013 N. PARKRIDGE COURT 8.875 2,339.20 80
8.625 2,339.20 369,000.00
RIVERBANK CA 95367 1 06/03/96 00
0380471608 05 08/01/96 0
863785 O 07/01/26
0
1499605 559/728 F 428,000.00 ZZ
360 428,000.00 1
920 HARVARD ROAD 9.000 3,443.79 80
8.750 3,443.79 535,000.00
SAN MATEO CA 94402 1 06/06/96 00
0380470360 05 08/01/96 0
5324009 O 07/01/26
0
1499614 559/728 F 530,000.00 ZZ
360 529,695.06 1
8751 VALLEY VIEW DRIVE 8.750 4,169.51 68
8.500 4,169.51 785,000.00
UKIAH CA 95482 4 05/21/96 00
0380469925 05 07/01/96 0
5310677 O 06/01/26
0
1499644 719/728 F 248,550.00 ZZ
360 248,179.92 1
2521 BAILEY ROAD 7.500 1,737.90 90
7.250 1,737.90 276,220.00
FOREST HILL MD 21050 1 04/19/96 14
0380446873 05 06/01/96 25
4234696 O 05/01/26
0
1499687 F27/728 F 234,200.00 ZZ
360 233,824.26 1
11402 PROSPECT COURT 8.000 1,718.48 80
7.750 1,718.48 292,746.00
GLENN DALE MD 20769 1 04/24/96 00
0380475468 05 06/01/96 0
UNKNOWN O 05/01/26
0
1
1499717 744/728 F 164,000.00 ZZ
360 163,824.78 1
775 EL CAMINITO 9.125 1,334.36 80
8.875 1,334.36 205,000.00
LIVERMORE CA 94550 2 04/30/96 00
0380442104 05 06/01/96 0
77376 O 05/01/26
0
1499839 B91/728 F 341,250.00 ZZ
360 341,063.60 1
4420 WEST WOODLAND AVENUE 9.000 2,745.78 75
8.750 2,745.78 455,000.00
BURBANK CA 91505 2 05/02/96 00
0380453853 05 07/01/96 0
100000508 O 06/01/26
0
1499869 964/728 F 219,900.00 ZZ
360 219,900.00 1
174 LESSAY 7.875 1,594.43 80
7.625 1,594.43 274,953.00
NEWPORT COAST A CA 92657 1 06/18/96 00
0380481151 05 08/01/96 0
9618439 O 07/01/26
0
1499901 E85/728 F 208,800.00 ZZ
360 208,800.00 1
27 HACIENDA COURT 8.375 1,587.03 80
8.125 1,587.03 261,000.00
SAN RAFAEL CA 94901 1 06/01/96 00
0380467606 05 08/01/96 0
9600061 O 07/01/26
0
1499906 964/728 F 320,000.00 ZZ
360 319,795.95 1
147 PRINCE ROYAL DRIVE 8.250 2,404.05 80
8.000 2,404.05 400,000.00
CORTE MADERA CA 94925 1 05/24/96 00
0380467747 05 07/01/96 0
18444 O 06/01/26
0
1499919 559/728 F 225,000.00 ZZ
360 224,880.26 1
446 MONTECITO BOULEVARD 9.125 1,830.68 82
8.875 1,830.68 275,000.00
1
NAPA CA 94559 1 05/03/96 10
0380441205 05 07/01/96 20
5300207 O 06/01/26
0
1500053 227/728 F 235,250.00 ZZ
360 235,121.50 1
2082 EAST AMBER LANE 9.000 1,892.88 80
8.750 1,892.88 294,123.00
GILBERT AZ 85296 1 05/08/96 00
0380442708 03 07/01/96 0
1614176 O 06/01/26
0
1500084 698/728 F 108,000.00 ZZ
360 107,939.45 1
8151 PAGE STREET 8.875 859.30 80
8.625 859.30 136,500.00
BUENA PARK CA 90621 2 05/03/96 00
0380443714 05 07/01/96 0
14552216 O 06/01/26
0
1500110 685/728 F 364,800.00 ZZ
360 364,605.87 1
650 MAGNOLIA AVENUE 9.125 2,968.13 80
8.875 2,968.13 456,000.00
PASADENA CA 91106 1 05/09/96 00
0380442922 05 07/01/96 0
104255 O 06/01/26
0
1500148 638/728 F 174,600.00 ZZ
360 174,600.00 1
15 PENNY ROYAL COURT 8.375 1,327.09 75
8.125 1,327.09 232,866.00
SOUTH BRUNSWICK NJ 08540 2 06/12/96 00
0380481250 03 08/01/96 0
8562133 O 07/01/26
0
1500155 964/728 F 275,200.00 ZZ
360 274,838.74 1
1037 SAN ANSELMO AVENUE 8.125 2,043.35 80
7.875 2,043.35 344,000.00
SAN ANSELMO CA 94960 1 04/08/96 00
0380471681 05 06/01/96 0
17804 O 05/01/26
0
1
1500174 668/728 F 412,500.00 ZZ
360 412,250.10 1
2680 WISTERIA COURT 8.500 3,171.77 69
8.250 3,171.77 600,000.00
MERCED CA 95340 5 05/23/96 00
0380486481 05 07/01/96 0
6753495 O 06/01/26
0
1500176 232/232 F 61,200.00 ZZ
360 61,075.97 1
COUNTY ROAD 381 8.000 449.07 80
7.750 449.07 76,500.00
SELBYVILLE DE 19975 1 03/22/96 00
1103021 05 05/01/96 0
1103021 O 04/01/26
0
1500379 668/728 F 340,000.00 ZZ
360 339,766.01 1
641 WINDSOR DRIVE 7.875 2,465.24 76
7.625 2,465.24 452,500.00
BENICIA CA 94510 1 05/21/96 00
0380486473 05 07/01/96 0
6705404 O 06/01/26
0
1500386 731/728 F 228,000.00 ZZ
360 227,875.46 1
261 AVENIDA SANTA BARBARA 9.000 1,834.54 80
8.750 1,834.54 285,000.00
LA HABRA CA 90631 1 05/07/96 00
0380443441 05 07/01/96 0
411510558 O 06/01/26
0
1500416 638/728 F 256,500.00 ZZ
360 256,356.20 1
1729 CLEVELAND ROAD 8.875 2,040.83 95
8.625 2,040.83 270,000.00
GLENDALE CA 91202 1 05/20/96 11
0380467911 05 07/01/96 30
08573166 O 06/01/26
0
1500437 976/728 F 252,000.00 ZZ
360 251,855.01 1
1
135 MATEO AVENUE 8.750 1,982.49 90
8.500 1,982.49 280,000.00
DALY CITY CA 94014 1 05/22/96 12
0380480872 07 07/01/96 25
082706824 O 06/01/26
0
1500465 B23/728 F 310,400.00 ZZ
360 310,225.99 1
5 BAYSIDE 8.875 2,469.68 80
8.625 2,469.68 388,000.00
IRVINE CA 92714 1 05/14/96 00
0380438938 05 07/01/96 0
88001247 O 06/01/26
0
1500487 A26/728 F 216,000.00 ZZ
360 216,000.00 1
1320 RIDGE AVENUE 9.375 1,796.58 90
9.125 1,796.58 240,000.00
BARNEGAT NJ 08005 2 06/18/96 14
0380477381 05 08/01/96 25
7274 O 07/01/26
0
1500533 232/232 F 238,000.00 ZZ
360 237,873.34 1
20921 NEW HAMPSHIRE AVENUE 9.125 1,936.45 75
8.875 1,936.45 320,000.00
BROOKEVILLE MD 20833 2 05/01/96 00
11013391 05 07/01/96 0
11013391 O 06/01/26
0
1500540 B24/728 F 203,000.00 ZZ
360 202,891.97 1
7 BERRIAN PLACE 9.125 1,651.68 70
8.875 1,651.68 293,000.00
GREENWICH CT 06830 2 05/17/96 00
0380441403 05 07/01/96 0
1500540 O 06/01/26
0
1500565 964/728 F 312,000.00 ZZ
360 312,000.00 1
6 MOUNTAINBROOK 8.500 2,399.01 80
8.250 2,399.01 390,000.00
IRVINE CA 92720 1 06/10/96 00
0380486366 03 08/01/96 0
1
18027 O 07/01/26
0
1500579 559/728 F 402,000.00 ZZ
360 402,000.00 1
18693 WESTVIEW DRIVE 8.875 3,198.50 77
8.625 3,198.50 525,000.00
SARATOGA CA 95070 2 06/03/96 00
0380470345 05 08/01/96 0
5317839 O 07/01/26
0
1500601 976/728 F 304,000.00 ZZ
360 303,838.22 1
1720 KINGS ROAD 9.125 2,473.45 80
8.875 2,473.45 380,000.00
VISTA CA 92084 1 05/01/96 00
0380443912 05 07/01/96 0
874649832 O 06/01/26
0
1500614 702/702 F 284,000.00 ZZ
360 284,000.00 1
101 BRAELOCH ROAD 8.750 2,234.23 80
8.500 2,234.23 355,000.00
COLCHESTER VT 05446 1 06/26/96 00
5031448 05 08/01/96 0
5031448 O 07/01/26
0
1500635 765/728 F 292,000.00 ZZ
360 291,848.62 1
2930 REIGER COURT 9.250 2,402.21 80
9.000 2,402.21 365,000.00
LAS VEGAS NV 89117 1 05/06/96 00
0380448077 05 07/01/96 0
314535 O 06/01/26
0
1500782 E61/728 F 203,250.00 ZZ
360 203,144.63 1
1304 YOSEMITE AVENUE 9.250 1,672.09 75
9.000 1,672.09 271,000.00
SAN JOSE CA 95126 1 05/24/96 00
0380473620 05 07/01/96 0
12467 O 06/01/26
0
1
1500788 470/728 F 259,000.00 ZZ
360 258,843.09 1
2318 PIER AVENUE 8.500 1,991.49 68
8.250 1,991.49 385,000.00
SANTA MONICA CA 90405 2 05/28/96 00
0380485194 05 07/01/96 0
23000723 O 06/01/26
0
1500806 420/728 F 219,600.00 ZZ
360 219,483.14 1
3211 LIBERTY AVENUE 9.125 1,786.74 90
8.875 1,786.74 244,000.00
ALAMEDA CA 94501 1 05/28/96 12
0380470923 05 07/01/96 25
331660 O 06/01/26
0
1500828 731/728 F 465,600.00 ZZ
360 465,600.00 1
495 BERESFORD AVENUE 9.125 3,788.27 80
8.875 3,788.27 582,000.00
REDWOOD CITY CA 94061 1 06/18/96 00
0380479965 05 08/01/96 0
111852158 O 07/01/26
0
1500908 131/728 F 500,000.00 ZZ
360 499,437.32 1
4406 LEYDON AVENUE 8.875 3,978.22 80
8.625 3,978.22 625,000.00
WOODLAND HILLS CA 91364 1 04/19/96 00
0380444886 05 06/01/96 0
9423242 O 05/01/26
0
1500949 E19/728 F 580,000.00 ZZ
360 579,691.35 1
1480 NORMANDY DRIVE 9.125 4,719.07 73
8.875 4,719.07 800,000.00
PASADENA CA 91103 2 05/08/96 00
0380461161 05 07/01/96 0
8349 O 06/01/26
0
1500954 956/728 F 288,000.00 ZZ
360 287,842.69 1
886 BIRDHAVEN COURT 9.000 2,317.31 80
8.750 2,317.31 360,000.00
1
LAFAYETTE CA 94549 1 05/10/96 00
0380449968 05 07/01/96 0
604358 O 06/01/26
0
1500961 731/728 F 192,000.00 ZZ
360 191,897.82 1
26032 EDENPARK DRIVE 9.125 1,562.18 80
8.875 1,562.18 240,000.00
CALABASAS CA 91302 1 05/07/96 00
0380447434 05 07/01/96 0
411911675 O 06/01/26
0
1500971 664/728 F 161,250.00 ZZ
360 161,161.92 1
419 NORTH OAKHURST DRIVE, NO. 9.000 1,297.46 75
201 8.750 1,297.46 215,000.00
BEVERLY HILLS CA 90210 1 05/03/96 00
0380446121 01 07/01/96 0
2177319 O 06/01/26
0
1500973 624/728 F 280,000.00 ZZ
360 279,612.54 1
15732 SW PETREL COURT 7.875 2,030.19 79
7.625 2,030.19 355,000.00
BEAVERTON OR 97007 4 04/17/96 00
0380457144 05 06/01/96 0
81220000733 O 05/01/26
0
1501035 A52/728 F 240,000.00 ZZ
360 239,843.01 1
110 SADDLEVIEW RUN 8.125 1,781.99 58
7.875 1,781.99 416,000.00
DUNWOODY GA 30350 1 05/20/96 00
0380441494 05 07/01/96 0
151720 O 06/01/26
0
1501122 E22/728 F 99,750.00 ZZ
360 99,696.92 1
7123 ORCHARD LANE 9.125 811.60 75
8.875 811.60 133,000.00
HANOVER PARK IL 60103 1 05/10/96 00
0410102115 05 07/01/96 0
410102115 O 06/01/26
0
1
1501129 668/728 F 283,200.00 ZZ
360 283,028.43 1
3156 PASEO ROBLES 8.500 2,177.57 80
8.250 2,177.57 354,000.00
PLEASANTON CA 94566 1 05/22/96 00
0380486499 05 07/01/96 0
6740237 O 06/01/26
0
1501167 208/728 F 524,000.00 ZZ
360 524,000.00 1
1860 SUN MOUNTAIN DRIVE 8.875 4,169.18 80
8.625 4,169.18 655,000.00
SANTA FE NM 87501 1 06/06/96 00
0380481599 05 08/01/96 0
33960 O 07/01/26
0
1501204 638/728 F 300,000.00 ZZ
360 299,822.88 1
29864 VISTA DEL ARROYO 8.625 2,333.37 63
8.375 2,333.37 479,000.00
AGOURA HILLS CA 91301 1 05/24/96 00
0380467895 05 07/01/96 0
8574970 O 06/01/26
0
1501222 776/728 F 237,500.00 ZZ
360 237,232.72 1
317 WEST LINDEN AVENUE 8.875 1,889.66 95
8.625 1,889.66 250,000.00
BURBANK CA 91506 1 04/23/96 11
0380466368 05 06/01/96 30
1325025 O 05/01/26
0
1501223 E57/728 F 64,000.00 ZZ
360 63,965.04 1
1881 MITCHELL AVENUE #14 9.000 514.96 80
8.750 514.96 80,000.00
TUSTIN CA 92680 1 05/07/96 00
0380459132 01 07/01/96 0
47722005151 O 06/01/26
0
1501230 744/728 F 262,500.00 ZZ
360 262,336.84 1
1
1593 TRESTLE GLEN ROAD 8.375 1,995.19 75
8.125 1,995.19 350,000.00
OAKLAND CA 94610 1 05/09/96 00
0380470295 05 07/01/96 0
77419 O 06/01/26
0
1501316 638/728 F 203,000.00 T
360 203,000.00 1
859 MAIN AVENUE 9.375 1,688.45 70
9.125 1,688.45 290,000.00
BAY HEAD BOROUG NJ 08742 1 06/14/96 00
0380481342 05 08/01/96 0
UNKNOWN O 07/01/26
0
1501351 E29/728 F 203,150.00 ZZ
360 203,150.00 1
2463 SUNSET DRIVE 8.250 1,526.20 70
8.000 1,526.20 290,263.00
LITTLETON CO 80120 1 06/07/96 00
0380467580 05 08/01/96 0
1501351 O 07/01/26
0
1501377 976/728 F 287,200.00 ZZ
360 287,034.76 1
3300 DUNWOOD RIDGE TERRACE 8.750 2,259.41 80
8.500 2,259.41 359,000.00
BOWIE MD 20721 1 05/31/96 00
0380486895 03 07/01/96 0
057442 O 06/01/26
0
1501397 E30/728 F 420,000.00 ZZ
360 419,745.56 1
406 PIRATE ROAD 8.500 3,229.44 80
8.250 3,229.44 525,000.00
NEWPORT BEACH CA 92663 1 05/29/96 00
0380470279 05 07/01/96 0
73009450 O 06/01/26
0
1501421 559/728 F 402,500.00 ZZ
360 402,500.00 1
3491 CASCADE TERRACE 8.500 3,094.88 70
8.250 3,094.88 575,000.00
WEST LINN OR 97068 2 05/30/96 00
0380463613 03 08/01/96 0
1
5327218 O 07/01/26
0
1501437 232/232 F 223,200.00 ZZ
360 223,078.08 1
5061 BERKELEY AVENUE 9.000 1,795.92 95
8.750 1,795.92 235,000.00
WESTMINSTER CA 92683 1 05/02/96 14
11020219 05 07/01/96 30
11020219 O 06/01/26
0
1501472 700/728 F 198,400.00 ZZ
360 198,288.77 1
299 SALISBURY AVENUE 8.875 1,578.56 80
8.625 1,578.56 248,000.00
GOLETA CA 93117 1 05/01/96 00
0380445016 05 07/01/96 0
130096 O 06/01/26
0
1501494 025/025 F 621,300.00 ZZ
360 619,974.08 1
4440 SHEPPARD PLACE 7.750 4,451.07 55
7.500 4,451.07 1,150,000.00
NASHVILLE TN 37205 5 02/27/96 00
256192 05 05/01/96 0
256192 O 04/01/26
0
1501514 377/728 F 252,400.00 ZZ
360 252,258.50 1
7003 PERRY PLACE 8.875 2,008.21 80
8.625 2,008.21 315,500.00
WORTHINGTON OH 43085 1 05/13/96 00
0380466038 05 07/01/96 0
UNKNOWN O 06/01/26
0
1501525 B74/728 F 399,600.00 ZZ
360 399,387.35 1
1700 VIA NORTE 9.125 3,251.28 80
8.875 3,251.28 499,500.00
PALM SPRINGS CA 92262 1 05/09/96 00
0380454547 05 07/01/96 0
961176 O 06/01/26
0
1
1501537 731/728 F 252,000.00 ZZ
360 251,858.72 1
4290 ROXBURY STREET 8.875 2,005.03 80
8.625 2,005.03 315,000.00
SIMI VALLEY CA 93063 1 05/01/96 00
0380447459 05 07/01/96 0
8000203 O 06/01/26
0
1501566 638/728 F 276,300.00 ZZ
360 276,300.00 1
1758 BETHANY AVENUE 8.750 2,173.65 84
8.500 2,173.65 331,000.00
SAN JOSE CA 95132 1 06/05/96 12
0380478793 05 08/01/96 25
8576808 O 07/01/26
0
1501590 232/232 F 225,050.00 ZZ
360 224,923.83 1
2 BRISTOL COURT 8.875 1,790.60 95
8.625 1,790.60 236,900.00
EAST BRUNSWICK NJ 08816 1 05/15/96 10
11015086 05 07/01/96 30
11015086 O 06/01/26
0
1501638 765/728 F 92,500.00 ZZ
240 92,500.00 1
575 EUCLID AVENUE 8.500 802.74 64
8.250 802.74 145,000.00
DUARTE (AREA) CA 91010 1 06/12/96 00
0380480740 05 08/01/96 0
313788 O 07/01/16
0
1501640 808/728 F 262,800.00 ZZ
360 262,800.00 1
3261 JULIAN AVENUE 8.750 2,067.45 80
8.500 2,067.45 328,500.00
LONG BEACH CA 90808 1 06/04/96 00
0380475682 05 08/01/96 0
9300900 O 07/01/26
0
1501645 976/728 F 394,850.00 ZZ
360 394,604.57 1
12485 FIGTREE STREET 8.375 3,001.15 75
8.125 3,001.15 526,500.00
1
SAN DIEGO CA 92131 1 05/30/96 00
0380469230 05 07/01/96 0
958564832 O 06/01/26
0
1501648 559/728 F 270,750.00 ZZ
360 270,750.00 1
2766 KENSINGTON ROAD 8.250 2,034.06 95
8.000 2,034.06 285,000.00
REDWOOD CITY CA 94061 1 06/20/96 10
0380481631 05 08/01/96 30
491209 O 07/01/26
0
1501653 573/728 F 218,500.00 ZZ
360 218,500.00 1
814 SOUTH GLENN ALAN AVENUE 9.000 1,758.11 95
8.750 1,758.11 230,000.00
WEST COVINA CA 91791 1 06/04/96 11
0380470444 05 08/01/96 30
705988 O 07/01/26
0
1501704 E22/728 F 95,000.00 ZZ
360 94,948.11 1
1121 EASY LANE 9.000 764.39 63
8.750 764.39 152,000.00
COLFAX CA 95736 2 05/03/96 00
0410038061 05 07/01/96 0
410038061 O 06/01/26
0
1501731 F11/728 F 285,000.00 T
360 285,000.00 1
113 OCEAN WALK 8.875 2,267.59 75
8.625 2,267.59 380,000.00
FIRE ISLAND PIN NY 11782 1 06/13/96 00
0380473729 05 08/01/96 0
9600171 O 07/01/26
0
1501742 664/728 F 280,000.00 ZZ
360 279,850.99 1
3140 SAN PASQUAL STREET 9.125 2,278.18 36
8.875 2,278.18 780,000.00
PASADENA CA 91106 5 05/08/96 00
0380452731 05 07/01/96 0
2177244 O 06/01/26
0
1
1501751 180/728 F 120,000.00 ZZ
360 119,936.14 1
156 BUCYRUS ROAD 9.125 976.36 71
8.875 976.36 169,000.00
BRECKENRIDGE CO 80424 1 05/15/96 00
0380447129 03 07/01/96 0
4200598 O 06/01/26
0
1501764 811/728 F 340,000.00 ZZ
360 340,000.00 1
3528 RATHBONE WAY 8.500 2,614.31 80
8.250 2,614.31 425,000.00
PLEASONTON CA 94588 1 05/29/96 00
0380474735 05 08/01/96 0
FM02100414 O 07/01/26
0
1501785 573/728 F 254,700.00 ZZ
360 254,564.45 1
1572 CLOISTER DRIVE 9.125 2,072.33 90
8.875 2,072.33 283,000.00
WHITTIER AREA CA 90631 1 05/10/96 10
0380460304 05 07/01/96 25
101597 O 06/01/26
0
1501790 976/728 F 605,500.00 ZZ
360 605,169.25 1
27 DONNELLY DRIVE 9.000 4,872.00 71
8.750 4,872.00 864,250.00
DOVER MA 02030 1 05/01/96 00
0380460551 05 07/01/96 0
866004 O 06/01/26
0
1501798 976/728 F 278,000.00 ZZ
360 277,844.14 1
831 INTREPID LANE 8.875 2,211.90 80
8.625 2,211.90 347,500.00
REDWOOD CITY CA 94065 1 05/01/96 00
0380449158 01 07/01/96 0
887974 O 06/01/26
0
1501827 A46/728 F 270,400.00 ZZ
360 270,231.93 1
1
18113 RIDGE ROAD 8.375 2,055.24 80
8.125 2,055.24 338,000.00
LEANDER TX 78645 4 05/31/96 00
0380466467 05 07/01/96 0
9912055 O 06/01/26
0
1501878 232/232 F 330,000.00 ZZ
360 329,824.39 1
11 YELLOW BROOK ROAD 9.125 2,684.99 62
8.875 2,684.99 540,000.00
HOLMDEL NJ 07733 2 05/15/96 00
11015138 05 07/01/96 0
11015138 O 06/01/26
0
1501921 686/728 F 65,000.00 ZZ
360 64,964.49 1
411 RIDGE STREET 9.000 523.01 95
8.750 523.01 68,500.00
RINGGOLD GA 30736 2 04/30/96 10
0380450594 05 07/01/96 30
30817459662 O 06/01/26
0
1501961 881/728 F 244,000.00 ZZ
360 244,000.00 1
206 NORTHRIDGE ROAD 7.625 1,727.02 63
7.375 1,727.02 390,000.00
SANTA BARBARA CA 93105 2 06/10/96 00
0380482837 05 08/01/96 0
00813016 O 07/01/26
0
1501974 171/728 F 67,500.00 ZZ
360 67,500.00 1
617 WEST 215TH STREET 9.000 543.12 75
8.750 543.12 90,000.00
CARSON CA 90745 1 05/31/96 00
0380480104 05 08/01/96 0
67094126 O 07/01/26
0
1502015 976/728 F 260,000.00 ZZ
360 259,846.49 1
3426 SCENIC ELM 8.625 2,022.26 80
8.375 2,022.26 325,000.00
HOUSTON TX 77059 1 05/17/96 00
0380466509 03 07/01/96 0
1
800655614 O 06/01/26
0
1502025 769/728 F 300,000.00 ZZ
360 299,844.47 1
43 HIGHWOOD ROAD 9.250 2,468.03 80
9.000 2,468.03 375,000.00
WEST ORANGE TOW NJ 07052 1 05/14/96 00
0380452038 05 07/01/96 0
100201617 O 06/01/26
0
1502033 559/728 F 234,650.00 ZZ
360 234,650.00 1
907 LILAC STREET 8.500 1,804.26 95
8.250 1,804.26 247,000.00
ALAMEDA CA 94502 1 05/30/96 10
0380464132 05 08/01/96 30
5330105 O 07/01/26
0
1502140 387/387 F 266,000.00 ZZ
360 265,587.30 1
1695 CLOVIS AVENUE 9.000 2,140.30 95
8.750 2,140.30 280,000.00
SAN JOSE CA 95124 1 04/11/96 01
774711 05 06/01/96 30
774711 O 05/01/26
0
1502203 A39/728 F 384,000.00 ZZ
360 383,784.72 1
3233 WONDER VIEW DRIVE 8.875 3,055.28 80
8.625 3,055.28 480,000.00
LOS ANGELES CA 90068 1 05/15/96 00
0380445644 05 07/01/96 0
9600390 O 06/01/26
0
1502229 A46/728 F 274,000.00 ZZ
360 274,000.00 1
1925 BANKS STREET 8.375 2,082.60 80
8.125 2,082.60 342,500.00
HOUSTON TX 77098 1 06/06/96 00
0380475476 05 08/01/96 0
UNKNOWN O 07/01/26
0
1
1502230 E19/728 F 217,500.00 ZZ
360 216,536.77 1
3413 MOORE STREET 8.875 1,730.53 72
8.625 1,730.53 303,000.00
LOS ANGELES CA 90066 2 04/26/96 00
0380445719 05 06/01/96 0
100007817 O 05/01/26
0
1502337 640/728 F 310,500.00 ZZ
351 309,886.30 1
7590 CHAPEL CREEK PARKWAY 8.500 2,402.50 80
NORTH 8.250 2,402.50 388,175.00
CORDOVA TN 38018 1 05/03/96 00
0380461112 03 05/03/96 0
UNKNOWN O 07/01/25
0
1502461 559/728 F 247,500.00 ZZ
360 247,361.24 1
104 OAK CANYON WAY 8.875 1,969.23 90
8.625 1,969.23 275,000.00
FOLSOM CA 95630 1 05/06/96 10
0380455437 05 07/01/96 25
0478784 O 06/01/26
0
1502467 353/353 F 150,000.00 ZZ
360 149,924.25 1
ONE KEAHOLE PL. #1212 9.375 1,247.63 47
9.125 1,247.63 325,000.00
HONOLULU HI 96825 1 05/10/96 00
6061362 08 07/01/96 0
6061362 O 06/01/26
0
1502468 171/728 F 230,850.00 ZZ
360 230,720.58 1
2213 CRESTVIEW CIRCLE 8.875 1,836.75 95
8.625 1,836.75 243,000.00
BREA CA 92621 1 05/06/96 10
0380455494 03 07/01/96 30
67093808 O 06/01/26
0
1502469 171/728 F 228,650.00 ZZ
360 228,500.43 1
0211 SOUTHWEST IDAHO STREET 8.125 1,697.72 85
7.875 1,697.72 269,000.00
1
PORTLAND OR 97201 1 05/07/96 10
0380458886 05 07/01/96 12
37090949 O 06/01/26
0
1502488 B77/728 F 110,200.00 ZZ
360 110,200.00 1
22 FIELD VIEW ROAD 9.250 906.59 95
9.000 906.59 116,000.00
SCITUATE RI 02831 2 06/19/96 04
0380478736 05 08/01/96 30
95301630 O 07/01/26
0
1502668 074/728 F 297,700.00 ZZ
360 297,405.98 1
1121 SYLVAN LANE 9.500 2,503.22 65
9.250 2,503.22 458,000.00
MOUNTAINSIDE NJ 07092 5 04/24/96 00
0380458076 05 06/01/96 0
13149059 O 05/01/26
0
1502677 074/728 F 366,750.00 ZZ
360 366,160.02 1
168 BAY 13TH STREET 9.125 2,984.00 75
8.875 2,984.00 489,000.00
BROOKLYN NY 11214 1 03/28/96 00
0380458142 05 05/01/96 0
13203801 O 04/01/26
0
1502699 074/728 F 214,500.00 ZZ
360 214,382.83 1
65 REED STREET 9.000 1,725.92 65
8.750 1,725.92 330,000.00
LEXINGTON MA 02173 5 04/30/96 00
0380458324 05 07/01/96 0
34203087 O 06/01/26
0
1502780 287/287 F 270,000.00 ZZ
360 269,643.76 1
1019 JACKSON AVENUE 8.100 2,000.02 75
7.850 2,000.02 360,000.00
RIVER FOREST IL 60305 5 04/11/96 00
152743 05 06/01/96 0
152743 O 05/01/26
0
1
1502784 287/287 F 300,000.00 ZZ
360 299,367.05 1
1801 ASBURY AVENUE 7.800 2,159.62 60
7.550 2,159.62 500,000.00
EVANSTON IL 60201 2 03/05/96 00
8647885 05 05/01/96 0
8647885 O 04/01/26
0
1502827 420/728 F 350,000.00 ZZ
360 350,000.00 1
36933 MONTECITO DRIVE 9.000 2,816.18 78
8.750 2,816.18 450,000.00
FREMONT CA 94536 1 06/06/96 00
0380472028 05 08/01/96 0
334144 O 07/01/26
0
1502828 893/728 F 294,000.00 ZZ
360 294,000.00 1
1340 AMERICAN WAY 8.625 2,286.70 75
8.375 2,286.70 394,000.00
MENLO PARK CA 94025 1 06/13/96 00
0380473554 05 08/01/96 0
1502828 O 07/01/26
0
1502835 964/728 F 154,000.00 ZZ
360 154,000.00 1
64 VALLEJO WAY 8.750 1,211.52 50
8.500 1,211.52 310,000.00
SAN RAFAEL CA 94903 2 06/21/96 00
0380482951 05 08/01/96 0
18662 O 07/01/26
0
1502874 664/728 F 339,000.00 ZZ
360 338,824.25 1
1071 COURTLAND PLACE 9.250 2,788.87 80
9.000 2,788.87 423,827.00
AURORA IL 60504 1 05/15/96 00
0380460353 03 07/01/96 0
2188332 O 06/01/26
0
1502903 814/728 F 248,800.00 ZZ
360 248,664.09 1
1
3357 LEIGH AVENUE 9.000 2,001.91 80
8.750 2,001.91 311,000.00
SAN JOSE CA 95124 1 05/13/96 00
0380455072 05 07/01/96 0
809604260 O 06/01/26
0
1502911 731/728 F 261,600.00 ZZ
360 261,457.11 1
1029 ROSEDALE ROAD 9.000 2,104.89 80
8.750 2,104.89 327,000.00
ATLANTA GA 30306 2 05/16/96 00
0380455619 05 07/01/96 0
3140962013 O 06/01/26
0
1502987 559/728 F 240,000.00 ZZ
360 240,000.00 1
228 WOOD STREET 8.750 1,888.08 80
8.500 1,888.08 300,000.00
PACIFIC GROVE CA 93950 1 06/11/96 00
0380473364 05 08/01/96 0
5333331 O 07/01/26
0
1502997 B93/728 F 234,400.00 ZZ
360 234,400.00 1
38241 NORTH 3RD STREET 8.500 1,802.34 90
8.250 1,802.34 260,467.00
PHOENIX AZ 85027 1 06/05/96 01
0380469024 05 08/01/96 25
1000022876 O 07/01/26
0
1502999 526/728 F 405,000.00 ZZ
360 404,507.56 1
1038 SOUTH 1200 EAST 8.500 3,114.10 75
8.250 3,114.10 540,000.00
SALT LAKE CITY UT 84105 5 04/08/96 00
0380481623 05 06/01/96 0
115775 O 05/01/26
0
1503007 526/728 F 500,000.00 ZZ
360 499,506.16 1
1 SHADOWSTONE LANE 9.500 4,204.28 80
9.250 4,204.28 630,000.00
LAWRENCEVILLE NJ 08648 1 04/16/96 00
0380466871 05 06/01/96 0
1
111656 O 05/01/26
0
1503008 559/728 F 500,000.00 ZZ
360 500,000.00 1
633 VARESE COURT 8.500 3,844.57 69
8.250 3,844.57 735,000.00
PLEASANTON CA 94566 1 06/03/96 00
0380469859 03 08/01/96 0
5333273 O 07/01/26
0
1503064 601/728 F 260,000.00 ZZ
360 259,846.49 1
4754 BOULEAU RD 8.625 2,022.26 77
8.375 2,022.26 340,000.00
WHITE BEAR LAKE MN 55110 1 05/17/96 00
0380475450 05 07/01/96 0
891533 O 06/01/26
0
1503083 936/728 F 322,400.00 ZZ
360 322,007.99 1
1485 BROOKMILL ROAD 8.500 2,478.98 80
8.250 2,478.98 403,000.00
LOS ALTOS CA 94024 1 04/23/96 00
0380475195 05 06/01/96 0
6051858 O 05/01/26
0
1503092 976/728 F 258,750.00 ZZ
360 258,451.17 1
18808 STEFANI AVENUE 8.750 2,035.59 90
8.500 2,035.59 287,500.00
CERRITOS CA 90703 1 04/24/96 10
0380487455 05 06/01/96 25
836183 O 05/01/26
0
1503258 696/728 F 599,200.00 ZZ
360 598,846.23 1
5116 LOWELL LANE NW 8.625 4,660.52 80
8.375 4,660.52 749,000.00
WASHINGTON DC 20016 1 05/23/96 00
0380463910 05 07/01/96 0
3184244 O 06/01/26
0
1
1503267 E22/728 F 50,000.00 ZZ
360 49,968.92 1
1749 WEST 59TH STREET UNIT #13 8.375 380.04 70
8.125 380.04 72,000.00
HIALEAH FL 33012 2 05/16/96 00
0410119796 01 07/01/96 0
410119796 O 06/01/26
0
1503336 765/728 F 235,000.00 ZZ
360 234,868.25 1
6127 ASHTON PLACE 8.875 1,869.77 95
8.625 1,869.77 247,420.00
RANCHO CUCAMONG CA 91739 1 05/13/96 11
0380455833 05 07/01/96 30
314753 O 06/01/26
0
1503347 626/728 F 262,500.00 ZZ
360 262,196.84 1
11177 SHADOW COURT 8.750 2,065.09 75
8.500 2,065.09 350,000.00
AUBURN CA 95602 1 04/25/96 00
0380460528 03 06/01/96 0
6611479 O 05/01/26
0
1503348 626/728 F 293,444.00 ZZ
360 293,283.71 1
11452 HUNTINGTON VILLAGE LANE 9.000 2,361.12 80
8.750 2,361.12 366,805.00
GOLD RIVER CA 95670 1 05/16/96 00
0380456732 03 07/01/96 0
6601652 O 06/01/26
0
1503354 976/728 F 231,500.00 ZZ
360 231,370.22 1
4259 BABCOCK AVENUE 8.875 1,841.92 90
8.625 1,841.92 257,250.00
LOS ANGELES CA 91604 1 05/17/96 04
0380460049 05 07/01/96 25
836354 O 06/01/26
0
1503359 976/728 F 240,000.00 BB
360 239,865.45 1
2106 MIRAGE PLACE 8.875 1,909.55 89
8.625 1,909.55 270,000.00
1
EL CAJON CA 92019 2 05/16/96 04
0380463712 05 07/01/96 25
874304 O 06/01/26
0
1503403 776/728 F 258,000.00 ZZ
360 258,000.00 1
18173 MOUNTAIN VIEW COURT 8.625 2,006.70 78
8.375 2,006.70 334,000.00
LOS GATOS CA 95030 2 06/07/96 00
0380480708 05 08/01/96 0
6232027 O 07/01/26
0
1503405 461/728 F 228,500.00 ZZ
360 228,500.00 1
12335 CARNABY STREET 8.625 1,777.25 75
8.375 1,777.25 305,000.00
CERRITOS CA 90703 5 06/10/96 00
0380477514 05 08/01/96 0
21018130 O 07/01/26
0
1503407 976/728 F 340,000.00 ZZ
360 340,000.00 1
5335 QUAKERTOWN AVENUE 9.000 2,735.72 80
8.750 2,735.72 430,000.00
WOODLAND HILLS CA 91364 1 06/17/96 00
0380482340 05 08/01/96 0
144825838 O 07/01/26
0
1503417 E30/728 F 225,000.00 ZZ
360 225,000.00 1
3605 ANGELUS AVENUE 9.000 1,810.40 89
8.750 1,810.40 255,000.00
GLENDALE CA 91208 1 06/07/96 11
0380477522 05 08/01/96 25
12556 O 07/01/26
0
1503543 668/728 F 141,200.00 ZZ
360 141,126.80 1
4500 WOODSIDE WAY 9.250 1,161.62 84
9.000 1,161.62 170,000.00
SHINGLE SPRINGS CA 95682 2 05/07/96 04
0380455197 03 07/01/96 12
6723100 O 06/01/26
0
1
1503605 736/728 F 337,500.00 ZZ
360 337,300.74 1
1105 PARK LAKE COURT 8.625 2,625.04 90
8.375 2,625.04 375,000.00
NEWCASTLE CA 95658 2 05/21/96 21
0380476185 05 07/01/96 20
471347 O 06/01/26
0
1503621 462/728 F 234,000.00 ZZ
360 234,000.00 1
8714 COLIMA ROAD 8.750 1,840.88 90
8.500 1,840.88 260,000.00
WHITTIER CA 90605 1 06/13/96 10
0380478231 05 08/01/96 25
4477840 O 07/01/26
0
1503633 725/728 F 500,000.00 ZZ
360 499,697.10 1
708 VIA BANDINI 8.500 3,844.57 80
8.250 3,844.57 625,000.00
PALOS VERDES ES CA 90274 1 05/09/96 00
0380454646 05 07/01/96 0
191027276 O 06/01/26
0
1503634 731/728 F 316,000.00 ZZ
360 315,822.84 1
207 PROSPECT AVENUE 8.875 2,514.24 80
8.625 2,514.24 395,000.00
LONG BEACH CA 90803 2 05/20/96 00
0380457011 05 07/01/96 0
411510549 O 06/01/26
0
1503635 927/728 F 270,750.00 ZZ
360 270,590.15 1
3724 BARRELWOOD DRIVE 8.625 2,105.87 95
8.375 2,105.87 285,000.00
LAS VEGAS NV 89117 1 05/16/96 04
0380473760 05 07/01/96 30
261321 O 06/01/26
0
1503642 624/728 F 480,000.00 ZZ
360 479,701.65 1
1
1533 KAMOLE STREET 8.375 3,648.35 80
8.125 3,648.35 600,000.00
HONOLULU HI 96821 1 05/14/96 00
0380464538 05 07/01/96 0
70004960016 O 06/01/26
0
1503665 976/728 F 300,000.00 ZZ
360 299,803.75 1
1854 NUEVA VISTA DRIVE 8.125 2,227.50 69
7.875 2,227.50 435,000.00
LA HABRA HEIGHT CA 90631 1 05/16/96 00
0380464595 05 07/01/96 0
840882 O 06/01/26
0
1503669 956/728 F 184,000.00 ZZ
360 183,891.37 1
2841 IVY ESTATES COURT 8.625 1,431.13 80
8.375 1,431.13 230,000.00
SAN JOSE CA 95135 1 05/10/96 00
0380468752 05 07/01/96 0
605016 O 06/01/26
0
1503673 765/728 F 265,250.00 ZZ
360 265,093.39 1
6143 ASHTON PLACE 8.625 2,063.09 95
8.375 2,063.09 279,232.00
RANCHO CUCAMONG CA 91739 1 05/22/96 11
0380468729 05 07/01/96 30
314789 O 06/01/26
0
1503712 E22/728 F 253,000.00 ZZ
360 252,861.80 1
4110 EAST ARCADIAN DRIVE 9.000 2,035.70 80
8.750 2,035.70 318,000.00
CASTRO VALLEY CA 94546 2 05/16/96 00
0410148308 05 07/01/96 0
410148308 O 06/01/26
0
1503731 439/728 F 322,000.00 ZZ
360 321,557.57 1
2924 CALLE GUADALAJARA 7.900 2,340.32 69
7.650 2,340.32 472,000.00
SAN CLEMENTE CA 92673 1 04/12/96 00
0380466541 05 06/01/96 0
1
1845749 O 05/01/26
0
1503738 439/728 F 345,000.00 ZZ
360 344,811.55 1
1504 CEDAR PLACE 9.000 2,775.95 57
8.750 2,775.95 615,000.00
LOS ALTOS CA 94024 5 05/09/96 00
0380466574 05 07/01/96 0
1849973 O 06/01/26
0
1503740 439/728 F 227,200.00 ZZ
360 227,047.55 1
22801 ERIEL AVENUE 8.000 1,667.12 80
7.750 1,667.12 284,000.00
TORRANCE CA 90505 1 05/03/96 00
0380466608 05 07/01/96 0
1850491 O 06/01/26
0
1503742 439/728 F 334,000.00 ZZ
360 333,803.81 1
7701 AVENIDA VALEDOR 8.650 2,603.77 73
8.400 2,603.77 460,000.00
BAKERSFIELD CA 93309 1 04/26/96 00
0380466657 05 07/01/96 0
1851046 O 06/01/26
0
1503752 439/728 F 309,600.00 ZZ
360 309,410.50 1
3720 EDDINGHAM AVENUE 8.450 2,369.60 90
8.200 2,369.60 344,000.00
CALABASAS CA 91302 1 05/03/96 10
0380466715 05 07/01/96 25
1854028 O 06/01/26
0
1503765 439/728 F 43,100.00 ZZ
360 43,076.20 1
2501 ISLAND DRIVE 8.950 345.25 75
8.700 345.25 57,500.00
MIRAMAR FL 33023 1 05/24/96 00
0380456286 05 07/01/96 0
1856997 O 06/01/26
0
1
1503768 439/728 F 75,000.00 ZZ
360 74,959.46 1
126 BEVERLY DRIVE 9.050 606.17 75
8.800 606.17 100,000.00
OREGON CITY OR 97045 1 05/17/96 00
0380456518 05 07/01/96 0
1858306 O 06/01/26
0
1503905 B73/728 F 227,000.00 ZZ
360 226,882.32 1
2 CAMELOT COURT 9.250 1,867.47 95
9.000 1,867.47 239,500.00
MIDDLETOWN NJ 07701 1 05/20/96 14
0380454133 05 07/01/96 30
7675622 O 06/01/26
0
1503984 074/728 F 100,000.00 T
360 99,903.80 1
213 NORGROVE AVENUE 9.625 849.99 63
9.375 849.99 160,000.00
ELBERON NJ 07740 1 04/30/96 00
0380453960 05 06/01/96 0
13200534 O 05/01/26
0
1503996 074/728 F 84,000.00 ZZ
360 83,956.45 1
2601 EAST VISTA DRIVE 9.250 691.05 75
9.000 691.05 112,000.00
PHOENIX AZ 85032 1 05/20/96 00
0380454083 05 07/01/96 0
34254064 O 06/01/26
0
1503998 074/728 F 152,000.00 ZZ
360 151,921.20 1
2018-32 WALNUT STREET UNIT 18L 9.250 1,250.47 95
9.000 1,250.47 160,000.00
PHILADELPHIA PA 19103 1 05/21/96 14
0380454109 06 07/01/96 30
34327789 O 06/01/26
0
1504031 B74/728 F 113,050.00 ZZ
360 112,989.84 1
746 SOUTH YNEZ AVENUE 9.125 919.81 69
8.875 919.81 164,000.00
1
MONTERREY PARK CA 91754 1 05/21/96 00
0380456211 05 07/01/96 0
961470 O 06/01/26
0
1504036 731/728 F 184,000.00 ZZ
360 183,896.84 1
28767 GREENWOOD PLACE 8.875 1,463.99 80
8.625 1,463.99 230,000.00
CASTAIC AREA CA 91384 1 05/17/96 00
0380457805 05 07/01/96 0
411911723 O 06/01/26
0
1504218 171/728 F 345,000.00 ZZ
360 345,000.00 1
3423 ALANA DRIVE 8.625 2,683.38 75
SHERMAN OAKS AREA 8.375 2,683.38 460,000.00
LOS ANGELES CA 91403 1 06/20/96 00
0380480625 05 08/01/96 0
67094293 O 07/01/26
0
1504226 457/728 F 238,500.00 ZZ
360 231,276.16 1
4616 SOUTHSHORE DRIVE 7.750 1,708.65 90
7.500 1,708.65 265,000.00
METAIRIE LA 70006 1 04/15/93 04
0380461542 05 06/01/93 17
066503 O 05/01/23
0
1504230 457/728 F 222,000.00 ZZ
240 202,530.31 1
1313 CHARLESTOWN LANE 7.375 1,771.49 71
7.125 1,771.49 313,000.00
LAKE CHARLES LA 70605 2 04/22/94 00
0380463985 05 06/01/94 0
165226 O 05/01/14
0
1504246 559/728 F 650,000.00 ZZ
360 650,000.00 1
1110 BAY LAUREL DRIVE 8.125 4,826.23 50
7.875 4,826.23 1,300,000.00
MENLO PARK CA 94025 1 06/10/96 00
0380470394 05 08/01/96 0
5334206 O 07/01/26
0
1
1504274 457/728 F 217,500.00 ZZ
360 211,632.01 1
124 WESTFIELD DRIVE 7.875 1,577.03 75
7.625 1,577.03 290,000.00
LAFAYETTE LA 70503 1 07/02/93 00
0380464041 05 09/01/93 0
145094 O 08/01/23
0
1504310 457/728 F 280,000.00 ZZ
360 197,163.53 1
1815 LAKESHORE DRIVE 8.750 2,202.77 78
8.500 2,202.77 360,000.00
MANDEVILLE LA 70448 2 12/16/92 00
0380461682 05 02/01/93 0
65692 O 01/01/23
0
1504320 765/728 F 256,000.00 ZZ
360 255,840.88 1
4731 HALISON STREET 8.375 1,945.79 80
8.125 1,945.79 320,000.00
TORRANCE CA 90503 1 05/23/96 00
0380464488 05 07/01/96 0
315000 O 06/01/26
0
1504337 731/728 F 154,400.00 ZZ
360 154,311.16 1
3542 LA MESA AVENUE 8.750 1,214.67 80
8.500 1,214.67 193,000.00
SIMI VALLEY CA 93063 1 05/24/96 00
0380488164 05 07/01/96 0
8000257 O 06/01/26
0
1504342 963/728 F 492,000.00 ZZ
360 492,000.00 1
1225 ALEGRIANO AVENUE 8.500 3,783.06 80
8.250 3,783.06 615,000.00
CORAL GABLES FL 33146 1 06/27/96 00
0380482787 05 08/01/96 0
960192 O 07/01/26
0
1504355 685/728 F 316,000.00 ZZ
360 315,822.84 1
1
16 TICONDEROGA 8.875 2,514.24 80
8.625 2,514.24 395,000.00
IRVINE CA 92720 1 05/30/96 00
0380459173 05 07/01/96 0
104581 O 06/01/26
0
1504358 664/728 F 285,000.00 ZZ
360 284,822.85 1
304 NEWGATE COURT 8.375 2,166.21 72
8.125 2,166.21 400,000.00
DANVILLE CA 94506 1 05/24/96 00
0380471582 03 07/01/96 0
2152445 O 06/01/26
0
1504363 171/728 F 156,750.00 ZZ
360 156,662.12 1
2357 GROVE VIEW ROAD 8.875 1,247.18 95
8.625 1,247.18 165,000.00
SAN DIEGO CA 92139 2 05/13/96 14
0380468802 05 07/01/96 30
28061043 O 06/01/26
0
1504364 171/728 F 257,700.00 ZZ
360 257,562.86 1
1509 ZACHARY COURT 9.125 2,096.73 95
8.875 2,096.73 272,000.00
BREA CA 92621 1 05/10/96 04
0380459678 03 07/01/96 30
04077075 O 06/01/26
0
1504490 976/728 F 212,000.00 ZZ
360 212,000.00 1
13406 INDIAN CREEK 8.625 1,648.92 80
8.375 1,648.92 265,000.00
HOUSTON TX 77079 1 06/14/96 00
0380483520 03 08/01/96 0
880823 O 07/01/26
0
1504494 624/728 F 247,000.00 ZZ
360 247,000.00 1
690 HERITAGE LANE 8.875 1,965.24 95
8.625 1,965.24 260,000.00
ARROYO GRANDE CA 93420 1 06/14/96 11
0380475161 05 08/01/96 30
1
72002760246 O 07/01/26
0
1504497 893/728 F 208,000.00 ZZ
360 208,000.00 1
4379 WHITTLE AVENUE 8.875 1,654.94 80
8.625 1,654.94 260,000.00
OAKLAND CA 94602 2 06/06/96 00
0380465022 05 08/01/96 0
60696 O 07/01/26
0
1504500 559/728 F 229,000.00 ZZ
360 229,000.00 1
25370 IRVING LANE 8.875 1,822.03 90
8.625 1,822.03 254,900.00
STEVENSON RANCH CA 91381 1 06/12/96 10
0380472168 03 08/01/96 25
5325451 O 07/01/26
0
1504503 976/728 F 268,000.00 ZZ
360 268,000.00 1
454 LAMONT WAY 8.750 2,108.36 80
8.500 2,108.36 335,000.00
DANVILLE CA 94526 1 06/14/96 00
0380481169 05 08/01/96 0
923378708 O 07/01/26
0
1504505 E85/728 F 500,000.00 ZZ
360 500,000.00 1
1243 HUDSON AVENUE 8.625 3,888.95 77
8.375 3,888.95 650,000.00
ST. HELENA CA 94574 2 06/07/96 00
0380478124 05 08/01/96 0
9600074 O 07/01/26
0
1504533 363/728 F 400,000.00 ZZ
360 399,787.14 1
4272 OLMSTED RD 9.125 3,254.53 40
8.875 3,254.53 1,000,000.00
NEW ALBANY OH 43054 2 05/22/96 00
0380456153 05 07/01/96 0
8114005955 O 06/01/26
0
1
1504538 018/728 F 279,650.00 ZZ
360 278,790.83 1
605 WARD CIRCLE 8.500 2,150.27 80
8.250 2,150.27 349,613.00
OLD HICKORY TN 37138 1 08/04/95 00
0380466947 03 03/01/96 0
222774198 O 02/01/26
0
1504548 105/728 F 315,000.00 ZZ
360 314,823.41 1
7333 GOOSE CREEK ROAD 8.875 2,506.28 67
8.625 2,506.28 475,000.00
MARSHALL VA 22115 2 05/20/96 00
0380455841 05 07/01/96 0
0737023 O 06/01/26
0
1504577 171/728 F 220,230.00 ZZ
360 220,093.11 1
6989 SOUTHWEST TIERRA DEL MAR 8.375 1,673.91 90
DRIVE 8.125 1,673.91 244,700.00
BEAVERTON OR 97007 1 05/21/96 10
0380488172 05 07/01/96 25
37092229 O 06/01/26
0
1504579 171/728 F 242,950.00 ZZ
360 242,820.71 1
1500 ZACHARY COURT 9.125 1,976.72 95
8.875 1,976.72 255,749.00
BREA CA 92621 1 05/23/96 04
0380466111 03 07/01/96 30
04076941 O 06/01/26
0
1504580 976/728 F 217,000.00 ZZ
360 216,861.63 1
349 FRIETHORN DRIVE 8.250 1,630.25 90
8.000 1,630.25 243,500.00
ROHNERT PARK CA 94928 1 05/24/96 04
0380468976 05 07/01/96 25
082408 O 06/01/26
0
1504585 171/728 F 250,000.00 ZZ
360 249,844.61 1
13645 S.W. BELL ROAD 8.375 1,900.18 42
8.125 1,900.18 600,000.00
1
SHERWOOD OR 97140 5 05/15/96 00
0380464181 05 07/01/96 0
37092146 O 06/01/26
0
1504592 731/728 F 240,000.00 ZZ
360 239,861.92 1
947 STATLER STREET 8.750 1,888.08 80
SAN PEDRO AREA 8.500 1,888.08 300,000.00
(CITY OF LOS AN CA 90731 2 05/23/96 00
0380467036 05 07/01/96 0
411510543 O 06/01/26
0
1504595 776/728 F 204,800.00 ZZ
360 204,563.48 1
5025 PASEO MONTELENA 8.750 1,611.16 80
8.500 1,611.16 256,000.00
CAMARILLO CA 93012 1 04/23/96 00
0380466764 05 06/01/96 0
2130959 O 05/01/26
0
1504598 776/728 F 265,000.00 ZZ
360 264,847.53 1
365 CARLTON ROAD 8.750 2,084.76 69
8.500 2,084.76 385,000.00
WATSONVILLE CA 95076 1 05/09/96 00
0380466798 05 07/01/96 0
6232080 O 06/01/26
0
1504599 356/728 F 272,000.00 ZZ
360 271,851.42 1
4825 WHITFIELD AVENUE 9.000 2,188.58 75
8.750 2,188.58 365,000.00
FREMONT CA 94536 5 05/09/96 00
0380456559 05 07/01/96 0
2366045 O 06/01/26
0
1504600 356/728 F 303,600.00 ZZ
360 303,416.07 1
7388 LAS PALMAS WAY 8.500 2,334.43 80
8.250 2,334.43 379,500.00
DUBLIN CA 94568 2 05/08/96 00
0380456666 05 07/01/96 0
2366086 O 06/01/26
0
1
1504601 461/728 F 150,000.00 ZZ
360 149,911.44 1
1446 BRIARCROFT ROAD 8.625 1,166.69 75
8.375 1,166.69 200,000.00
CLAREMONT CA 91711 2 05/17/96 00
0380463639 05 07/01/96 0
21007265 O 06/01/26
0
1504603 559/728 F 372,000.00 ZZ
360 371,768.78 1
1269 UPLANDS DRIVE 8.375 2,827.47 80
8.125 2,827.47 465,000.00
EL DORADO HILLS CA 95762 2 05/22/96 00
0380463365 05 07/01/96 0
0448191 O 06/01/26
0
1504604 559/728 F 270,000.00 ZZ
360 269,848.62 1
7655 MARINA COVE DRIVE 8.875 2,148.25 72
8.625 2,148.25 380,000.00
SACRAMENTO CA 95831 2 05/22/96 00
0380456989 03 07/01/96 0
0488965 O 06/01/26
0
1504606 559/728 F 100,000.00 ZZ
360 99,940.96 2
14285 STAR DRIVE 8.625 777.79 67
8.375 777.79 150,000.00
GRASS VALLEY CA 95945 1 05/23/96 00
0380464868 05 07/01/96 0
5328042 O 06/01/26
0
1504612 624/728 F 246,600.00 ZZ
360 246,454.41 1
252 JAMES WAY 8.625 1,918.03 90
8.375 1,918.03 274,000.00
ARROYO GRANDE CA 93420 1 05/21/96 14
0380463969 05 07/01/96 25
72002760196 O 06/01/26
0
1504644 686/728 F 32,600.00 ZZ
360 32,580.75 1
1
9410 POINCIANA PLACE # 401 8.625 253.56 75
8.375 253.56 43,500.00
FT LAUDERDALE FL 33324 1 05/24/96 00
0380465147 01 07/01/96 0
30817460058 O 06/01/26
0
1504645 686/728 F 116,200.00 ZZ
360 116,136.52 1
1820 SW 140TH PLACE 9.000 934.98 75
8.750 934.98 155,000.00
MIAMI FL 33175 1 05/16/96 00
0380465162 05 07/01/96 0
30817460587 O 06/01/26
0
1504646 686/728 F 81,000.00 ZZ
360 80,956.89 1
123 CLOVERFIELD COURT 9.125 659.05 75
8.875 659.05 108,000.00
HENDERSONVILLE TN 37075 1 05/24/96 00
0380464223 03 07/01/96 0
30817668452 O 06/01/26
0
1504647 686/728 F 55,300.00 ZZ
360 55,265.45 1
5577 DEDO CIRCLE 8.350 419.35 66
8.100 419.35 84,900.00
NORTH MEMPHIS TN 38133 1 05/17/96 00
0380465170 05 07/01/96 0
30817219462 O 06/01/26
0
1504648 686/728 F 87,000.00 ZZ
360 86,952.47 1
1487 BRANDYWINE AVENUE 9.000 700.03 53
8.750 700.03 165,000.00
CHULA VISTA CA 91911 5 05/10/96 00
0380465188 05 07/01/96 0
30817251275 O 06/01/26
0
1504650 686/728 F 130,000.00 ZZ
360 129,925.20 1
5520 SOUTH CORKERY ROAD 8.750 1,022.72 60
8.500 1,022.72 220,000.00
SPOKANE WA 99223 5 05/09/96 00
0380465279 05 07/01/96 0
1
30817466477 O 06/01/26
0
1504652 686/728 F 364,000.00 ZZ
360 363,749.49 1
701 BRUSHTOWN ROAD 7.875 2,639.26 39
7.625 2,639.26 950,000.00
GWYNEDD VALLEY PA 19437 2 05/13/96 00
0380464231 05 07/01/96 0
30817508732 O 06/01/26
0
1504653 686/728 F 58,850.00 ZZ
360 58,820.28 1
307 MYRTLE AVENUE 9.375 489.49 75
9.125 489.49 78,500.00
WAXAHACHIE TX 75165 1 05/20/96 00
0380465295 05 07/01/96 0
30817665359 O 06/01/26
0
1504655 686/728 F 70,000.00 ZZ
360 69,960.75 1
9113 EVERGREEN DRIVE 8.875 556.96 38
8.625 556.96 188,000.00
PARMA OH 44129 5 05/16/96 00
0380465337 05 07/01/96 0
30817403587 O 06/01/26
0
1504657 686/728 F 247,500.00 ZZ
360 247,361.24 1
7455 SW 93RD AVENUE 8.875 1,969.23 75
8.625 1,969.23 330,000.00
MIAMI FL 33173 1 05/20/96 00
0380465360 05 07/01/96 0
30817462062 O 06/01/26
0
1504658 686/728 F 238,800.00 ZZ
360 238,656.81 1
1150 ISLAND VIEW LANE 8.550 1,844.64 80
8.300 1,844.64 298,500.00
ENCINITAS CA 92024 1 05/15/96 00
0380465378 05 07/01/96 0
30817565435 O 06/01/26
0
1
1504659 686/728 F 82,500.00 ZZ
360 82,454.93 1
LOT 16 MALIN DRIVE 9.000 663.82 70
8.750 663.82 118,000.00
KODAK TN 37764 2 05/20/96 00
0380465428 05 07/01/96 0
30817667850 O 06/01/26
0
1504660 686/728 F 101,100.00 ZZ
360 101,043.32 1
2243 OAK GROVE CIRCLE 8.875 804.40 75
8.625 804.40 134,900.00
VALDOSTA GA 31602 1 05/22/96 00
0380465436 05 07/01/96 0
30817461221 O 06/01/26
0
1504661 686/728 F 239,900.00 ZZ
360 239,747.02 1
28 PHEASANT LANE 8.250 1,802.29 88
8.000 1,802.29 275,000.00
ALISO VIEJO CA 92656 2 05/16/96 01
0380464264 03 07/01/96 25
30817526460 O 06/01/26
0
1504662 686/728 F 50,850.00 ZZ
360 50,818.87 1
13234 N CEDAR DRIVE 8.450 389.20 75
8.200 389.20 67,850.00
SUN CITY AZ 85351 1 05/21/96 00
0380465444 09 07/01/96 0
30817577281 O 06/01/26
0
1504663 686/728 F 160,500.00 ZZ
360 160,414.58 1
7301 AMANDA DRIVE 9.125 1,305.89 75
8.875 1,305.89 214,000.00
VAN BUREN TWP MI 48111 2 05/15/96 00
0380465873 05 07/01/96 0
30817402928 O 06/01/26
0
1504664 686/728 F 156,000.00 ZZ
360 155,912.54 1
11270 ISLAND LAKES LANE 8.875 1,241.21 75
8.625 1,241.21 208,050.00
1
BOCA RATON FL 33498 1 05/23/96 00
0380464785 03 07/01/96 0
30817462120 O 06/01/26
0
1504665 686/728 F 129,000.00 ZZ
360 128,922.65 1
21 VAIL ROAD 8.550 996.48 75
8.300 996.48 172,000.00
BETHEL CT 06801 1 05/23/96 00
0380464280 05 07/01/96 0
30817493935 O 06/01/26
0
1504666 686/728 F 63,000.00 ZZ
360 62,964.50 1
8355 BOCA RIO DRIVE 8.850 500.13 75
8.600 500.13 85,000.00
BOCA RATON FL 33433 1 05/24/96 00
0380465451 09 07/01/96 0
30817323694 O 06/01/26
0
1504667 686/728 F 85,000.00 ZZ
360 84,954.76 1
9588 CHERRY BLOSSOM TERR 9.125 691.59 65
8.875 691.59 132,500.00
BOYNTON BEACH FL 33437 1 05/23/96 00
0380465469 03 07/01/96 0
30817380520 O 06/01/26
0
1504668 686/728 F 55,000.00 ZZ
360 54,964.02 1
650 SE CHESTER AVENUE 8.125 408.38 59
7.875 408.38 94,000.00
CORVALLIS OR 97333 5 05/13/96 00
0380464447 05 07/01/96 0
30817617178 O 06/01/26
0
1504671 686/728 F 95,500.00 ZZ
360 95,434.61 1
88-59 192ND STREET 7.900 694.10 33
7.650 694.10 295,000.00
HOLLIS NY 11423 2 05/21/96 00
0380465030 05 07/01/96 0
30817393333 O 06/01/26
0
1
1504672 686/728 F 50,000.00 ZZ
360 49,969.71 1
501 TRAVERSE DRIVE 8.500 384.46 28
8.250 384.46 185,000.00
COSTA MESA CA 92626 5 05/20/96 00
0380465048 05 07/01/96 0
30817526247 O 06/01/26
0
1504673 686/728 F 87,000.00 ZZ
360 86,942.51 1
1046 NORTH HIGH STREET 8.075 642.93 65
A/K/A LOT #272 7.825 642.93 135,000.00
EAST HAVEN CT 06512 1 05/24/96 00
0380464751 05 07/01/96 0
30817599228 O 06/01/26
0
1504674 686/728 F 300,000.00 ZZ
360 299,818.25 1
580 WEST CATALINA ROAD 8.500 2,306.75 60
8.250 2,306.75 500,000.00
FULLERTON CA 92635 1 05/14/96 00
0380465055 05 07/01/96 0
30817620404 O 06/01/26
0
1504680 686/728 F 110,000.00 ZZ
360 109,935.06 1
4749 HASTINGS PLACE 8.625 855.57 45
8.375 855.57 245,000.00
LAKE OSWEGO OR 97035 5 05/20/96 00
0380464843 03 07/01/96 0
30817693542 O 06/01/26
0
1504681 686/728 F 353,000.00 ZZ
360 352,802.10 1
1045 ASH STREET 8.875 2,808.63 57
8.625 2,808.63 620,000.00
WINNETKA IL 60093 5 05/23/96 00
0380464850 05 07/01/96 0
30817697154 O 06/01/26
0
1504682 686/728 F 44,200.00 ZZ
360 44,172.66 1
1
1000 NW 143RD STREET 8.400 336.74 75
8.150 336.74 59,000.00
MIAMI FL 33168 1 05/30/96 00
0380464991 05 07/01/96 0
30817276199 O 06/01/26
0
1504683 686/728 F 25,000.00 ZZ
360 24,984.85 1
3281 NW 18TH TERRACE 8.500 192.23 29
8.250 192.23 88,000.00
MIAMI FL 33125 5 05/24/96 00
0380464504 05 07/01/96 0
30817449002 O 06/01/26
0
1504684 686/728 F 86,250.00 ZZ
360 86,195.00 1
2111 A WOODBOX LANE 8.250 647.97 75
8.000 647.97 115,000.00
BALTIMORE MD 21209 2 05/24/96 00
0380464983 01 07/01/96 0
30817595184 O 06/01/26
0
1504685 686/728 F 233,700.00 ZZ
360 233,572.34 1
2206 ALBANS 9.000 1,880.41 67
8.750 1,880.41 350,000.00
HOUSTON TX 77005 2 05/24/96 00
0380464520 05 07/01/96 0
30817665177 O 06/01/26
0
1504686 686/728 F 71,250.00 ZZ
360 71,209.00 1
4510 DRUID LANE #212 8.750 560.53 75
8.500 560.53 95,060.00
DALLAS TX 75205 1 05/30/96 00
0380464652 01 07/01/96 0
30817666050 O 06/01/26
0
1504687 686/728 F 107,500.00 ZZ
360 107,427.87 1
4225 NORTH MYERS RD 8.000 788.80 68
7.750 788.80 160,000.00
GENEVA OH 44041 2 05/24/96 00
0380464694 05 07/01/96 0
1
30817402266 O 06/01/26
0
1504688 686/728 F 57,650.00 ZZ
360 57,618.51 1
1272 NW STONE STREET 9.000 463.87 75
8.750 463.87 76,900.00
PALM BAY FL 32907 1 05/31/96 00
0380464769 05 07/01/96 0
30817457849 O 06/01/26
0
1504689 686/728 F 78,700.00 ZZ
360 78,655.87 1
4665 OAK HOLLOW DRIVE #6 8.875 626.18 75
8.625 626.18 105,000.00
SARASOTA FL 34241 1 05/31/96 00
0380464744 01 07/01/96 0
30817462260 O 06/01/26
0
1504691 686/728 F 115,000.00 ZZ
360 114,928.51 1
11 MARIE LANE 8.375 874.09 75
UPPER OXFORD TOWNSHIP 8.125 874.09 155,000.00
WEST GROVE PA 19390 1 05/31/96 00
0380465881 05 07/01/96 0
30817597016 O 06/01/26
0
1504692 686/728 F 367,500.00 ZZ
360 367,288.56 1
16418 BRONCO LANE 8.750 2,891.13 75
8.500 2,891.13 490,000.00
POWAY CA 92064 1 05/29/96 00
0380464736 03 07/01/96 0
30817676133 O 06/01/26
0
1504742 227/728 F 305,550.00 ZZ
360 305,378.70 1
66 BRANDYWINE COURT 8.875 2,431.10 90
8.625 2,431.10 340,000.00
BROWNSBURG IN 46112 2 05/24/96 10
0380462987 05 07/01/96 25
1653773 O 06/01/26
0
1
1504762 E61/728 F 281,600.00 ZZ
360 281,600.00 1
5112 WILSHIRE DRIVE 8.750 2,215.35 80
8.500 2,215.35 352,000.00
SANTA ROSA CA 95404 1 06/21/96 00
0380482415 05 08/01/96 0
11987 O 07/01/26
0
1504799 A13/728 F 264,000.00 ZZ
360 263,831.66 1
9274 LUBEC 8.250 1,983.34 80
8.000 1,983.34 330,000.00
DOWNEY CA 90240 1 05/10/96 00
0380487083 05 07/01/96 0
960051411 O 06/01/26
0
1504815 180/728 F 207,200.00 ZZ
360 207,200.00 1
645 PINNACLE COURT 9.125 1,685.85 71
8.875 1,685.85 293,000.00
MESQUITE NV 89024 1 06/12/96 00
0380481060 03 08/01/96 0
4280749 O 07/01/26
0
1504835 356/728 F 250,000.00 ZZ
360 249,832.25 1
791 DRY CREEK ROAD 8.000 1,834.42 54
7.750 1,834.42 470,000.00
MONTEREY CA 93940 2 05/13/96 00
0380456435 05 07/01/96 0
2366540 O 06/01/26
0
1504836 943/943 F 156,300.00 ZZ
240 155,765.86 1
355 WEST 29TH STREET APT 3B 8.000 1,307.36 90
7.750 1,307.36 175,000.00
NEW YORK NY 10001 2 04/17/96 10
6111104383 12 06/01/96 12
6111104383 O 05/01/16
0
1504859 776/728 F 636,000.00 ZZ
360 635,643.45 1
5001 ARUNDEL DRIVE 8.875 5,060.30 80
(WOODLAND HILLS AREA) 8.625 5,060.30 795,000.00
1
LOS ANGELES CA 91364 2 05/17/96 00
0380465121 05 07/01/96 0
2132722 O 06/01/26
0
1504860 776/728 F 185,600.00 ZZ
360 185,484.64 1
253 RANDALL DRIVE 8.375 1,410.69 80
8.125 1,410.69 232,000.00
FOLSOM CA 95630 1 05/16/96 00
0380463654 05 07/01/96 0
2330441 O 06/01/26
0
1504869 776/728 F 250,000.00 ZZ
360 249,852.40 1
5530 BOGEY DRIVE 8.625 1,944.48 67
8.375 1,944.48 377,000.00
SOQUEL CA 95073 5 05/14/96 00
0380464363 05 07/01/96 0
6232086 O 06/01/26
0
1504876 069/728 F 840,000.00 ZZ
360 839,029.90 1
15916 LAS PLANIDERAS 8.750 6,608.29 60
8.500 6,608.29 1,400,000.00
RANCHO SANTA FE CA 92067 5 04/29/96 00
0380469529 05 06/01/96 0
2362097988 O 05/01/26
0
1504884 E38/728 F 104,000.00 ZZ
360 103,947.48 1
3526 EAST GREEN HILLS DRIVE 9.375 865.02 60
9.125 865.02 175,000.00
SANDY UT 84093 1 06/03/96 00
0380473711 05 07/01/96 0
153501 O 06/01/26
0
1504886 B43/728 F 343,500.00 ZZ
360 342,947.42 1
8046 EAST SADDLEHORN ROAD 9.125 2,794.83 75
8.875 2,794.83 458,000.00
SCOTTSDALE AZ 85255 1 03/05/96 00
0380461096 05 05/01/96 0
1479133 O 04/01/26
0
1
1504903 F30/728 F 276,000.00 ZZ
360 275,845.27 1
5087 SOUTH TAROONA DRIVE 8.875 2,195.98 77
8.625 2,195.98 361,000.00
SALT LAKE CITY UT 84117 1 05/31/96 00
0380470667 05 07/01/96 0
9596100409 O 06/01/26
0
1504906 961/728 F 270,000.00 ZZ
360 269,844.66 1
838 CALLE LA PRIMAVERA 8.750 2,124.09 90
8.500 2,124.09 300,000.00
GLENDALE CA 91208 1 05/08/96 12
0380464157 03 07/01/96 25
09108908 O 06/01/26
0
1504908 185/728 F 232,000.00 ZZ
360 231,859.45 1
2010 GOLDSMITH ROAD 8.500 1,783.88 80
8.250 1,783.88 290,000.00
HOUSTON TX 77030 1 05/30/96 00
0380463597 05 07/01/96 0
235644 O 06/01/26
0
1504912 966/728 F 308,000.00 ZZ
360 308,000.00 1
ROUTE 11, BOX 75D 7.750 2,206.55 73
7.500 2,206.55 425,000.00
SANTA FE NM 87501 2 06/12/96 00
0380479395 05 08/01/96 0
UNKNOWN O 07/01/26
0
1504944 E22/728 F 154,000.00 ZZ
360 153,909.08 1
21651 FLAMENCO 8.625 1,197.80 79
8.375 1,197.80 197,000.00
MISSION VIEJO CA 92692 2 05/21/96 00
0410147359 03 07/01/96 0
410147359 O 06/01/26
0
1504945 E22/728 F 220,400.00 ZZ
360 220,276.44 1
1
602 LOCH CHALET COURT 8.875 1,753.60 80
8.625 1,753.60 275,500.00
ARLINGTON TX 76012 1 05/24/96 00
0410133466 03 07/01/96 0
410133466 O 06/01/26
0
1504953 E22/728 F 247,500.00 ZZ
360 247,500.00 1
3261 SYDNEY WAY 9.125 2,013.74 75
8.875 2,013.74 331,000.00
CASTRO VALLEY CA 94546 1 05/28/96 00
0410199392 05 08/01/96 0
410199392 O 07/01/26
0
1504987 668/728 F 246,050.00 BB
360 245,750.81 1
7704 CREEKSIDE DRIVE 8.500 1,891.92 95
8.250 1,891.92 259,000.00
DUBLIN CA 94568 1 04/26/96 12
0380472572 03 06/01/96 30
6703813 O 05/01/26
0
1504995 911/728 F 250,000.00 ZZ
360 250,000.00 1
10471 NW 48 STREET 8.750 1,966.75 74
8.500 1,966.75 342,000.00
MIAMI FL 33178 1 06/27/96 00
0380481094 03 08/01/96 0
2951002 O 07/01/26
0
1505034 559/728 F 277,000.00 ZZ
360 277,000.00 1
1545 CHERRY GLEN WAY 8.250 2,081.01 77
8.000 2,081.01 360,000.00
SAN JOSE CA 95125 2 06/19/96 00
0380478629 05 08/01/96 0
5332523 O 07/01/26
0
1505049 E22/728 F 247,500.00 ZZ
360 247,371.69 1
6287 W REYNOLDS RD 9.250 2,036.12 75
9.000 2,036.12 330,000.00
HASLETT/MERIDIA MI 48840 5 05/24/96 00
0410140982 05 07/01/96 0
1
410140982 O 06/01/26
0
1505081 375/728 F 438,900.00 ZZ
360 438,672.46 1
6348 LEDGEWOOD DRIVE 9.250 3,610.73 70
9.000 3,610.73 627,000.00
INDEPENDENCE OH 44131 4 05/08/96 00
0380463928 03 07/01/96 0
326792 O 06/01/26
0
1505082 731/728 F 247,500.00 ZZ
360 247,361.25 1
3015 COUNTRY LANE 8.875 1,969.22 89
8.625 1,969.22 280,000.00
SIMI VALLEY CA 93063 2 05/28/96 11
0380471079 05 07/01/96 25
8000233 O 06/01/26
0
1505092 E19/728 F 230,000.00 ZZ
360 229,860.67 1
2824 EAST ROSEMARY DRIVE 8.500 1,768.50 77
8.250 1,768.50 301,000.00
WEST COVINA CA 91791 1 05/26/96 00
0380472192 05 07/01/96 0
9118 O 06/01/26
0
1505102 624/728 F 380,000.00 ZZ
360 380,000.00 1
4988 LAREDO PLACE 8.500 2,921.87 71
8.250 2,921.87 540,000.00
RANCHO CUCAMONG CA 91737 5 05/30/96 00
0380476730 05 08/01/96 0
340787860733 O 07/01/26
0
1505106 936/728 F 208,000.00 ZZ
360 207,870.71 1
2435 CAZAUX PLACE 8.375 1,580.96 75
8.125 1,580.96 279,250.00
LOS ANGELES CA 90067 1 05/17/96 00
0380466152 05 07/01/96 0
6073340 O 06/01/26
0
1
1505107 936/728 F 396,000.00 ZZ
360 395,766.20 1
7527 WEST 83RD STREET 8.625 3,080.05 90
8.375 3,080.05 440,000.00
PLAYA DEL RAY CA 90293 1 05/15/96 10
0380468612 05 07/01/96 25
6070924 O 06/01/26
0
1505109 936/728 F 213,750.00 ZZ
360 213,636.24 1
840 MAPLE STREET 9.125 1,739.15 95
8.875 1,739.15 225,000.00
SOUTH SAN FRANC CA 94080 1 05/16/96 14
0380462912 05 07/01/96 30
6066484 O 06/01/26
0
1505110 E95/728 F 256,000.00 T
360 255,600.84 1
0438 WHITE CLOUD DRIVE 8.500 1,968.42 80
8.250 1,968.42 320,000.00
BRECKENRIDGE CO 80424 1 05/17/96 00
0380471517 07 06/01/96 0
1123701 O 05/01/26
0
1505111 936/728 F 376,000.00 ZZ
360 375,772.21 1
662 HAMPDEN PLACE 8.500 2,891.12 80
8.250 2,891.12 470,000.00
PACIFIC PALISAD CA 90272 1 05/07/96 00
0380466095 05 07/01/96 0
6047534 O 06/01/26
0
1505113 966/728 F 279,000.00 ZZ
360 278,843.59 1
1111 COUNTRY CLUB ROAD 8.875 2,219.85 90
8.625 2,219.85 310,000.00
SANTA TERESA NM 88008 2 05/30/96 04
0380467218 05 07/01/96 25
UNKNOWN O 06/01/26
0
1505117 685/728 F 392,000.00 ZZ
360 392,000.00 1
851 VAN DYKE DRIVE 8.875 3,118.93 80
8.625 3,118.93 490,000.00
1
LAGUNA BEACH CA 92651 1 06/03/96 00
0380466905 05 08/01/96 0
104523 O 07/01/26
0
1505118 470/728 F 244,000.00 ZZ
360 243,866.72 1
30727 WAINWRIGHT COURT 9.000 1,963.28 80
8.750 1,963.28 305,000.00
UNION CITY CA 94587 2 05/24/96 00
0380473331 05 07/01/96 0
25080958 O 06/01/26
0
1505119 765/728 F 156,000.00 ZZ
360 155,905.49 1
1910 EAST 7TH STREET 8.500 1,199.51 69
8.250 1,199.51 227,000.00
LONG BEACH CA 90813 2 05/16/96 00
0380466137 05 07/01/96 0
313916 O 06/01/26
0
1505123 765/728 F 268,000.00 ZZ
360 267,857.38 1
10232 SOUTH SHERWOOD CIRCLE 9.125 2,180.54 80
8.875 2,180.54 335,000.00
VILLA PARK CA 92667 1 05/29/96 00
0380466145 05 07/01/96 0
315080 O 06/01/26
0
1505129 776/728 F 300,000.00 ZZ
360 299,822.88 1
1106 ARMADA DRIVE 8.625 2,333.37 80
8.375 2,333.37 375,000.00
PASADENA CA 91103 1 05/22/96 00
0380463506 05 07/01/96 0
2132744 O 06/01/26
0
1505130 776/728 F 180,800.00 ZZ
360 180,703.78 1
1590 CAMPBELL AVENUE 9.125 1,471.05 80
8.875 1,471.05 226,000.00
THOUSAND OAKS CA 91360 1 05/10/96 00
0380465139 05 07/01/96 0
2132716 O 06/01/26
0
1
1505132 B74/728 F 305,250.00 ZZ
360 305,055.35 1
8 SALVO 8.250 2,293.24 80
8.000 2,293.24 381,600.00
IRVINE CA 92714 1 05/15/96 00
0380466863 03 07/01/96 0
961556 O 06/01/26
0
1505137 637/728 F 225,000.00 ZZ
360 224,873.85 1
23340 STONE RIDGE 8.875 1,790.21 90
8.625 1,790.21 250,990.00
MURRIETA CA 92562 1 05/14/96 11
0380467226 05 07/01/96 25
9025842 O 06/01/26
0
1505139 637/728 F 247,500.00 ZZ
360 247,350.06 1
3355 EAST TALL PINE LANE 8.500 1,903.06 75
8.250 1,903.06 330,000.00
SALT LAKE CITY UT 84121 5 05/17/96 00
0380466830 05 07/01/96 0
9112012 O 06/01/26
0
1505166 976/728 F 225,000.00 ZZ
360 225,000.00 1
848 NEAL AVENUE S 9.000 1,810.41 90
8.750 1,810.41 250,000.00
AFTON MN 55001 1 06/14/96 04
0380474149 05 08/01/96 25
997901 O 07/01/26
0
1505189 074/728 F 324,000.00 ZZ
360 323,635.38 1
20326 RIMVIEW PLACE 8.875 2,577.89 78
WALNUT AREA 8.625 2,577.89 420,000.00
LOS ANGELES CA 91789 2 04/01/96 00
0380461757 03 06/01/96 0
1562154060 O 05/01/26
0
1505191 074/728 F 150,000.00 ZZ
360 149,926.21 1
1
30 PENBROOK COURT 9.500 1,261.29 49
9.250 1,261.29 310,000.00
SHREWSBURY NJ 07702 1 05/16/96 00
0380461948 05 07/01/96 0
34328467 O 06/01/26
0
1505247 074/728 F 300,000.00 ZZ
360 299,662.38 1
3165 MOCKINGBIRD KNOLL 8.875 2,386.94 75
8.625 2,386.94 400,000.00
LA VERNE CA 91750 2 04/25/96 00
0380462136 05 06/01/96 0
34306765 O 05/01/26
0
1505261 074/728 F 218,500.00 ZZ
360 218,190.56 1
15 MOUNTAIN TOP DRIVE 7.750 1,565.37 95
7.500 1,565.37 230,000.00
EASTON PA 18042 1 04/24/96 19
0380462169 05 06/01/96 30
34301984 O 05/01/26
0
1505271 E58/728 F 412,000.00 ZZ
360 411,743.92 1
LOT 25 WATCHWOOD PATH 8.375 3,131.50 80
8.125 3,131.50 515,000.00
COLUMBIA MD 21044 4 05/17/96 00
0380470741 03 07/01/96 0
8685471 O 06/01/26
0
1505288 562/728 F 153,750.00 ZZ
360 153,750.00 1
1258 BRIAR WAY 9.375 1,278.82 75
9.125 1,278.82 205,000.00
FORT LEE NJ 07024 1 06/05/96 00
0380463043 05 08/01/96 0
512244 O 07/01/26
0
1505293 562/728 F 200,000.00 ZZ
360 199,899.00 1
261 MARCUS AVENUE 9.375 1,663.50 69
9.125 1,663.50 294,000.00
GARDEN CITY PAR NY 11040 1 05/29/96 00
0380465949 05 07/01/96 0
1
509265 O 06/01/26
0
1505316 757/757 F 260,900.00 ZZ
360 260,900.00 1
151 LAKEVIEW DRIVE 8.500 2,006.10 90
8.250 2,006.10 289,900.00
MACON GA 31210 1 06/06/96 12
2781102 03 08/01/96 25
2781102 O 07/01/26
0
1505336 976/728 F 315,900.00 ZZ
360 315,900.00 1
1313 WOODLOW COURT 8.750 2,485.19 90
WESTLAKE VILLAGE AREA 8.500 2,485.19 351,000.00
THOUSAND OAKS CA 91361 1 06/18/96 04
0380484478 03 08/01/96 25
144939 O 07/01/26
0
1505348 561/728 F 247,500.00 ZZ
360 247,342.17 1
6690 STONE RIDGE COURT 8.250 1,859.39 90
8.000 1,859.39 275,000.00
FREDERICK MD 21702 1 05/24/96 11
0380465774 03 07/01/96 25
8743049 O 06/01/26
0
1505353 976/728 F 333,450.00 ZZ
360 333,450.00 1
3802 NORTHWESTERN STREET 8.375 2,534.47 80
8.125 2,534.47 416,837.00
HOUSTON TX 77005 1 06/19/96 00
0380484320 05 08/01/96 0
896384 O 07/01/26
0
1505355 181/181 F 59,200.00 ZZ
360 59,128.01 1
167 BETHEL CHURCH ROAD 8.500 455.20 80
8.250 455.20 74,000.00
CARROLLTON GA 30117 1 04/24/96 00
556442 05 06/01/96 0
556442 O 05/01/26
0
1
1505375 624/728 F 543,750.00 ZZ
360 543,437.16 1
7133 WOODED LAKE DRIVE 8.750 4,277.68 75
8.500 4,277.68 725,000.00
SAN JOSE CA 95120 2 05/17/96 00
0380470691 05 07/01/96 0
87500160036 O 06/01/26
0
1505378 637/728 F 161,250.00 ZZ
360 161,154.79 1
3554 SHORE PLACE 8.625 1,254.19 75
8.375 1,254.19 215,000.00
SEAFORD NY 11783 1 05/30/96 00
0380466178 05 07/01/96 0
9103813 O 06/01/26
0
1505379 637/728 F 246,525.00 ZZ
360 246,383.16 1
8322 ALVARADO DRIVE 8.750 1,939.42 95
8.500 1,939.42 259,500.00
HUNTINGTON BEAC CA 92646 1 05/14/96 04
0380467283 05 07/01/96 30
9028705 O 06/01/26
0
1505380 637/728 F 270,000.00 ZZ
360 269,844.65 1
30892 ALTA MIRA DRIVE 8.750 2,124.10 75
8.500 2,124.10 360,000.00
REDLANDS CA 92373 5 05/22/96 00
0380482209 05 07/01/96 0
4702908 O 06/01/26
0
1505385 976/728 F 207,600.00 ZZ
360 207,474.23 1
650 CHESTNUT STREET, #108-B 8.500 1,596.27 80
8.250 1,596.27 259,500.00
SAN FRANCISCO CA 94133 1 05/28/96 00
0380471889 01 07/01/96 0
109245 O 06/01/26
0
1505389 776/728 F 608,000.00 ZZ
360 607,659.15 1
2273 CENTURY HILL # 201 8.875 4,837.52 80
8.625 4,837.52 760,000.00
1
LOS ANGELES CA 90067 2 05/21/96 00
0380472317 01 07/01/96 0
2132700 O 06/01/26
0
1505414 E22/728 F 376,750.00 ZZ
360 376,521.77 1
8 MAHOGANY DRIVE 8.500 2,896.88 80
8.250 2,896.88 470,990.00
IRVINE CA 92720 1 05/24/96 00
0410180350 03 07/01/96 0
410180350 O 06/01/26
0
1505433 624/728 F 261,000.00 ZZ
360 260,841.89 1
11664 BOULTON AVENUE 8.500 2,006.86 95
8.250 2,006.86 275,500.00
SAN DIEGO CA 92128 1 05/24/96 01
0380465741 03 07/01/96 30
3700306012 O 06/01/26
0
1505448 927/728 F 270,900.00 ZZ
360 270,763.20 1
2913 CHANNEL BAY DRIVE 9.375 2,253.21 90
9.125 2,253.21 301,000.00
LAS VEGAS NV 89128 1 05/24/96 04
0380470618 03 07/01/96 25
263103 O 06/01/26
0
1505451 F67/F67 F 328,000.00 ZZ
360 328,000.00 1
18599 LYONS CT. 8.875 2,609.72 80
8.625 2,609.72 410,000.00
SARATOGA CA 95070 1 05/29/96 00
961210001 05 08/01/96 0
961210001 O 07/01/26
0
1505453 976/728 F 544,000.00 ZZ
360 543,653.10 1
224 SOUTH THURSTON AVENUE 8.250 4,086.90 78
8.000 4,086.90 700,000.00
LOS ANGELES CA 90049 2 05/22/96 00
0380469115 05 07/01/96 0
085027 O 06/01/26
0
1
1505456 976/728 F 495,800.00 ZZ
360 495,499.64 1
121 HOAHANA PLACE 8.500 3,812.28 74
8.250 3,812.28 677,000.00
HONOLULU HI 96825 2 05/24/96 00
0380470998 03 07/01/96 0
217552731 O 06/01/26
0
1505462 776/728 F 105,000.00 ZZ
360 104,942.64 1
1265 MISSION DEL MAR WAY 9.000 844.86 57
8.750 844.86 185,000.00
LAS VEGAS NV 89123 1 05/29/96 00
0380470030 05 07/01/96 0
6332344 O 06/01/26
0
1505464 976/728 F 252,000.00 ZZ
360 251,830.91 1
10218 NORTH BOYD AVENUE 8.000 1,849.09 80
7.750 1,849.09 315,000.00
FRESNO CA 93729 1 05/24/96 00
0380471673 05 07/01/96 0
617494 O 06/01/26
0
1505465 736/728 F 272,500.00 ZZ
360 272,354.99 1
1536 COWPER COURT 9.125 2,217.15 70
8.875 2,217.15 393,000.00
SAN JOSE CA 95120 2 05/24/96 00
0380466731 05 07/01/96 0
479890 O 06/01/26
0
1505468 736/728 F 359,000.00 ZZ
360 358,746.62 1
205 BLACKTHORN COURT 7.750 2,571.92 77
7.500 2,571.92 469,990.00
SAN RAMON CA 94583 1 05/30/96 00
0380467291 05 07/01/96 0
479965 O 06/01/26
0
1505471 736/728 F 260,000.00 ZZ
360 259,838.39 1
1
103 DUNSMUIR COURT 8.375 1,976.19 80
8.125 1,976.19 325,000.00
APTOS CA 95003 1 05/29/96 00
0380466491 03 07/01/96 0
479781 O 06/01/26
0
1505472 736/728 F 235,550.00 ZZ
360 235,414.48 1
35 PARREMO DRIVE 8.750 1,853.07 95
8.500 1,853.07 247,990.00
MISSION VIEJO CA 92692 1 05/22/96 04
0380467267 05 07/01/96 30
466978 O 06/01/26
0
1505473 736/728 F 228,000.00 ZZ
360 227,875.46 1
1615 CAMBRIDGE COURT 9.000 1,834.54 95
8.750 1,834.54 240,000.00
WEST COVINA CA 91791 1 05/29/96 01
0380467127 05 07/01/96 30
472700 O 06/01/26
0
1505500 998/728 F 367,500.00 ZZ
360 367,053.15 1
6786 ELWOOD ROAD 8.500 2,825.76 75
8.250 2,825.76 490,000.00
SAN JOSE CA 95120 1 04/18/96 00
0380475948 05 06/01/96 0
59458521 O 05/01/26
0
1505501 998/728 F 281,700.00 ZZ
360 281,366.16 1
1186 GLENEAGLES TERRACE 8.625 2,191.04 75
8.375 2,191.04 375,600.00
COSTA MESA CA 92627 1 04/22/96 00
0380475955 05 06/01/96 0
59473421 O 05/01/26
0
1505502 998/728 F 273,750.00 ZZ
360 273,390.64 1
4357 BIRCHWOOD AVENUE 8.125 2,032.59 75
7.875 2,032.59 365,000.00
SEAL BEACH CA 90740 1 04/17/96 00
0380475963 05 06/01/96 0
1
59477117 O 05/01/26
0
1505503 998/728 F 580,000.00 ZZ
360 579,380.33 1
1606 ORVIETO COURT 9.125 4,719.08 65
8.875 4,719.08 895,000.00
PLEASANTON CA 94566 1 04/17/96 00
0380475997 03 06/01/96 0
59522565 O 05/01/26
0
1505504 998/728 F 277,500.00 ZZ
360 277,179.51 1
11339 GLADWIN STREET 8.750 2,183.10 75
8.500 2,183.10 370,000.00
LOS ANGELES CA 90049 1 03/28/96 00
0380476003 05 06/01/96 0
59561837 O 05/01/26
0
1505508 998/728 F 328,400.00 T
360 327,946.51 1
128 MONTEREY DUNES WAY 7.875 2,381.13 75
7.625 2,381.13 440,000.00
CASTROVILLE CA 95012 2 04/03/96 00
0380476086 03 06/01/96 0
99142028 O 05/01/26
0
1505510 998/728 F 234,700.00 ZZ
360 234,546.46 1
10941 OSO AVENUE 8.125 1,742.65 68
7.875 1,742.65 350,000.00
CHATSWORTH CA 91311 2 05/02/96 00
0380476110 05 07/01/96 0
99294209 O 06/01/26
0
1505511 998/728 F 232,000.00 ZZ
360 231,852.06 1
1760 FIRST AVENUE 8.250 1,742.94 80
8.000 1,742.94 290,000.00
WALNUT CREEK CA 94596 1 04/23/96 00
0380476136 05 07/01/96 0
99297251 O 06/01/26
0
1
1505512 998/728 F 308,000.00 ZZ
360 307,605.83 1
118 RIVO ALTO CANAL 8.250 2,313.91 52
8.000 2,313.91 598,000.00
LONG BEACH CA 90803 1 04/08/96 00
0380476144 05 06/01/96 0
99441016 O 05/01/26
0
1505513 998/728 F 234,000.00 ZZ
360 233,692.81 1
88 LESSAY 8.125 1,737.45 75
7.875 1,737.45 312,000.00
NEWPORT COAST CA 92657 1 04/08/96 00
0380476201 01 06/01/96 0
99466286 O 05/01/26
0
1505569 455/728 F 56,000.00 ZZ
360 55,967.77 1
110 GUM CREEK ROAD 8.750 440.56 45
8.500 440.56 126,000.00
OXFORD GA 30267 2 05/17/96 00
0380481441 05 07/01/96 0
51779 O 06/01/26
0
1505586 B38/728 F 235,920.00 ZZ
360 235,920.00 1
25928 CLIFTON PLACE 9.000 1,898.27 80
8.750 1,898.27 294,990.00
STEVENSON RANCH CA 91381 1 06/24/96 00
0380483389 05 08/01/96 0
1507 O 07/01/26
0
1505593 731/728 F 528,000.00 ZZ
360 528,000.00 1
30146 AVENIDA DE CALMA 9.000 4,248.41 80
8.750 4,248.41 660,000.00
RANCHO PALOS VE CA 90274 1 06/19/96 00
0380478017 05 08/01/96 0
411911860 O 07/01/26
0
1505597 723/728 F 342,000.00 ZZ
360 342,000.00 1
1910 CONTE WAY 8.875 2,721.11 80
8.625 2,721.11 427,500.00
1
MORGAN HILL CA 95037 1 06/18/96 00
0380474347 05 08/01/96 0
8530 O 07/01/26
0
1505613 526/728 F 284,500.00 ZZ
360 283,766.79 1
8 ALAMITOS 8.250 2,137.36 95
8.000 2,137.36 300,000.00
FOOTHILL RANCH CA 92610 2 02/07/96 04
0380463936 03 04/01/96 22
93544 O 03/01/26
0
1505614 526/728 F 300,000.00 ZZ
360 299,822.88 1
2108 DELANCEY STREET 8.625 2,333.37 79
8.375 2,333.37 380,000.00
PHILADELPHIA PA 19103 1 05/03/96 00
0380464926 07 07/01/96 0
109800 O 06/01/26
0
1505628 526/728 F 231,500.00 ZZ
360 231,225.65 1
15806 NORTH BARKERS LANDING 8.625 1,800.59 72
8.375 1,800.59 322,000.00
HOUSTON TX 77079 1 04/24/96 00
0380464835 03 06/01/96 0
115076 O 05/01/26
0
1505632 685/728 F 307,000.00 ZZ
360 307,000.00 1
1336 TERRACE WAY 8.875 2,442.63 75
8.625 2,442.63 410,000.00
LAGUNA BEACH CA 92651 2 06/07/96 00
0380467077 05 08/01/96 0
104530 O 07/01/26
0
1505639 685/728 F 284,000.00 ZZ
360 284,000.00 1
15 WEST SUNSET DRIVE 9.000 2,285.13 80
8.750 2,285.13 355,000.00
REDLANDS CA 92373 1 06/01/96 00
0380471020 05 08/01/96 0
104676 O 07/01/26
0
1
1505645 976/728 F 306,000.00 ZZ
360 305,809.80 1
2642 EAST GLENOAKS BLVD 8.375 2,325.83 85
8.125 2,325.83 360,000.00
GLENDALE CA 91206 1 05/23/96 04
0380467408 05 07/01/96 12
922778 O 06/01/26
0
1505670 696/728 F 280,000.00 ZZ
360 279,816.84 1
3457 N. EDISON STREET 8.125 2,078.99 80
7.875 2,078.99 350,000.00
ARLINGTON VA 22207 1 05/31/96 00
0380464637 05 07/01/96 0
4027920 O 06/01/26
0
1505674 403/728 F 301,500.00 ZZ
360 301,317.34 1
40 FOX RUN 8.500 2,318.28 90
8.250 2,318.28 335,000.00
EAST GREENWICH RI 02818 1 05/21/96 01
0380477761 05 07/01/96 25
6504112 O 06/01/26
0
1505679 317/728 F 288,050.00 ZZ
360 287,856.72 1
1621 KRISTIN CIRCLE 8.000 2,113.61 92
7.750 2,113.61 314,000.00
LANSDALE PA 19446 1 05/30/96 12
0380472069 05 07/01/96 25
194497 O 06/01/26
0
1505682 696/728 F 272,000.00 ZZ
360 271,798.14 1
9404 CORSICA DRIVE 7.500 1,901.86 80
7.250 1,901.86 340,000.00
BETHESDA MD 20814 1 05/31/96 00
0380464645 05 07/01/96 0
3264288 O 06/01/26
0
1505689 313/728 F 107,000.00 ZZ
360 106,941.55 1
1
485 LILAC LANE 9.000 860.95 70
8.750 860.95 155,000.00
ELK GROVE VILLA IL 60007 5 05/24/96 00
0380469586 05 07/01/96 0
5634035 O 06/01/26
0
1505697 232/232 F 65,000.00 ZZ
360 64,965.40 1
720 SOUTH DEPEW STREET 9.125 528.87 62
8.875 528.87 105,000.00
LAKEWOOD CO 80226 1 05/15/96 00
1102765 09 07/01/96 0
1102765 O 06/01/26
0
1505709 696/728 F 314,800.00 ZZ
360 314,599.26 1
6301 ROCKBRIDGE PLACE 8.250 2,364.99 80
8.000 2,364.99 393,500.00
CENTREVILLE VA 22020 1 05/31/96 00
0380468786 03 07/01/96 0
2337417 O 06/01/26
0
1505728 208/728 F 340,000.00 ZZ
360 340,000.00 1
740 CALLE ESPEJO 8.625 2,644.49 54
8.375 2,644.49 635,000.00
SANTA FE NM 87505 5 06/20/96 00
0380477498 05 08/01/96 0
33973 O 07/01/26
0
1505742 765/728 F 101,250.00 ZZ
360 101,078.43 1
7022 NATICK AVENUE 8.875 805.59 75
8.625 805.59 135,000.00
VAN NUYS CA 91405 2 03/28/96 00
0380483876 05 05/01/96 0
313674 O 04/01/26
0
1505764 624/728 F 391,000.00 ZZ
360 391,000.00 1
8805 O'MEARA COURT 8.625 3,041.16 87
8.375 3,041.16 450,000.00
BAKERSFIELD CA 93311 2 06/21/96 01
0380482548 05 08/01/96 25
1
91000760033 O 07/01/26
0
1505769 A13/728 F 215,900.00 ZZ
360 215,775.78 1
13036 PEMBROOKE CROSSING 8.750 1,698.49 90
8.500 1,698.49 239,895.00
SOUTH LYON MI 48178 1 05/15/96 14
0380471921 05 07/01/96 25
002042162 O 06/01/26
0
1505772 772/728 F 264,800.00 ZZ
360 264,443.46 1
903 KNOLLWOOD LANE 8.000 1,943.01 80
7.750 1,943.01 331,000.00
WEST CHICAGO IL 60185 1 04/22/96 00
0380467101 05 06/01/96 0
5960140 O 05/01/26
0
1505773 369/728 F 336,000.00 ZZ
360 335,811.63 1
LOT 3 THE RIDINGS I 8.875 2,673.37 80
8.625 2,673.37 420,000.00
CHADDS FORD PA 19317 1 05/28/96 00
0380463696 05 07/01/96 0
49766884 O 06/01/26
0
1505777 626/728 F 292,000.00 ZZ
360 291,832.00 1
253 CASCADE FALLS DRIVE 8.750 2,297.17 80
8.500 2,297.17 365,000.00
FOLSOM CA 95630 1 05/16/96 00
0380467416 05 07/01/96 0
6610273 O 06/01/26
0
1505779 757/757 F 907,500.00 ZZ
360 907,500.00 1
3036 BAKERS MEADOW 8.375 6,897.66 55
8.125 6,897.66 1,650,000.00
ATLANTA GA 30339 5 06/03/96 00
2775492 05 08/01/96 0
2775492 O 07/01/26
0
1
1505781 776/728 F 273,600.00 ZZ
360 273,450.55 1
19745 ANADALE DRIVE 9.000 2,201.45 80
(TARZANA AREA) 8.750 2,201.45 342,000.00
LOS ANGELES CA 91356 1 05/10/96 00
0380469438 05 07/01/96 0
2130967 O 06/01/26
0
1505782 776/728 F 572,000.00 ZZ
360 571,679.33 1
3583 MULTIVIEW DRIVE 8.875 4,551.09 80
8.625 4,551.09 715,000.00
LOS ANGELES CA 90068 1 05/22/96 00
0380469156 05 07/01/96 0
2132838 O 06/01/26
0
1505783 776/728 F 189,000.00 ZZ
360 188,894.04 1
1122 PARK GROVE DRIVE 8.875 1,503.77 95
8.625 1,503.77 199,000.00
MILPITAS CA 95035 2 05/16/96 11
0380469370 05 07/01/96 30
6232143 O 06/01/26
0
1505785 776/728 F 171,000.00 ZZ
360 170,893.72 1
22602-132ND STREET SOUTHEAST 8.375 1,299.72 75
8.125 1,299.72 228,000.00
MONROE WA 98272 2 05/21/96 00
0380464033 05 07/01/96 0
5533502 O 06/01/26
0
1505790 317/728 F 183,750.00 ZZ
360 183,646.98 1
761 ANNS WAY 8.875 1,462.00 75
8.625 1,462.00 245,000.00
VISTA CA 92083 2 05/20/96 00
0380468653 05 07/01/96 0
255528 O 06/01/26
0
1505794 E91/728 F 149,800.00 ZZ
360 149,800.00 1
6931 WIDLROSE TERRACE 8.125 1,112.26 43
7.875 1,112.26 349,867.00
1
CARLSBAD CA 92009 1 05/31/96 00
0380466632 05 08/01/96 0
59037 O 07/01/26
0
1505803 731/728 F 256,000.00 ZZ
360 256,000.00 1
26001 MONTE CARLO WAY 8.875 2,036.85 80
8.625 2,036.85 320,000.00
MISSION VIEJO CA 92692 2 06/03/96 00
0380469339 03 08/01/96 0
411510609 O 07/01/26
0
1505805 965/728 F 400,000.00 ZZ
360 399,763.84 1
7009 EAST AVENIDA EL ALBA 8.625 3,111.16 50
8.375 3,111.16 800,000.00
PARADISE VALLEY AZ 85253 1 05/17/96 00
0380467556 05 07/01/96 0
152388 O 06/01/26
0
1505821 267/267 F 213,750.00 ZZ
360 213,602.89 1
1060 MARCHETA STREET 7.875 1,549.84 95
7.625 1,549.84 225,000.00
ALTADENA CA 91001 1 05/22/96 11
7253345 05 07/01/96 30
7253345 O 06/01/26
0
1505832 601/728 F 290,000.00 ZZ
360 290,000.00 1
13369 SW CLEARVIEW WAY 8.375 2,204.21 87
8.125 2,204.21 335,000.00
TIGARD OR 97223 1 06/04/96 10
0380468604 05 08/01/96 25
888641 O 07/01/26
0
1505842 601/728 F 255,000.00 ZZ
360 254,841.51 1
1610 IREDELL DRIVE 8.375 1,938.18 68
8.125 1,938.18 380,000.00
RALEIGH NC 27608 1 05/24/96 00
0380465204 05 07/01/96 0
1083010 O 06/01/26
0
1
1505847 934/728 F 346,500.00 ZZ
360 346,500.00 1
13270 SW 29TH COURT 9.000 2,788.02 90
8.750 2,788.02 386,000.00
DAVIE FL 33330 1 06/28/96 12
0380488156 03 08/01/96 25
61005932 O 07/01/26
0
1505952 A39/728 F 467,900.00 ZZ
360 467,900.00 1
4117 GREENBRIER LANE 8.375 3,556.38 80
8.125 3,556.38 584,900.00
TARZANA AREA CA 91356 1 06/03/96 00
0380463282 05 08/01/96 0
9600359RFC O 07/01/26
0
1505956 976/728 F 306,000.00 ZZ
360 306,000.00 1
1937 DAVINA STREET 8.750 2,407.31 80
8.500 2,407.31 382,500.00
HENDERSON NV 89014 1 06/20/96 00
0380484411 03 08/01/96 0
240283 O 07/01/26
0
1505972 559/728 F 324,000.00 ZZ
360 324,000.00 1
350 VASSAR AVENUE 8.375 2,462.64 80
8.125 2,462.64 405,000.00
BERKELEY CA 94708 1 06/21/96 00
0380485038 05 08/01/96 0
5334339 O 07/01/26
0
1505975 025/025 F 220,150.00 ZZ
360 219,895.74 1
8604 FOREST RUN LANE 8.750 1,731.93 90
8.500 1,731.93 244,624.00
ORLANDO FL 32836 1 04/30/96 11
475076 03 06/01/96 25
475076 O 05/01/26
0
1505992 526/728 F 221,350.00 ZZ
360 221,215.90 1
1
13029 CHEROKEE ROAD 8.500 1,702.00 95
8.250 1,702.00 233,000.00
RANCHO CUCAMONG CA 91710 1 05/02/96 12
0380467630 05 07/01/96 30
100624 O 06/01/26
0
1506002 227/728 F 232,200.00 ZZ
360 232,066.41 1
2689 BIG SUR DRIVE 8.750 1,826.72 90
8.500 1,826.72 258,000.00
LEWIS CENTER OH 43035 1 05/15/96 10
0380472283 05 07/01/96 25
1629026 O 06/01/26
0
1506025 559/728 F 267,500.00 ZZ
360 267,500.00 1
2932 AMOROSO COURT 8.125 1,986.18 50
7.875 1,986.18 535,000.00
PLEASANTON CA 94566 1 05/28/96 00
0380469131 05 08/01/96 0
5331004 O 07/01/26
0
1506026 776/728 F 208,000.00 ZZ
360 207,883.39 1
3287 VISTA DEL MUNDO 8.875 1,654.94 80
8.625 1,654.94 260,000.00
CAMINO CA 95709 1 05/20/96 00
0380469651 05 07/01/96 0
2330437 O 06/01/26
0
1506027 776/728 F 219,000.00 ZZ
360 218,877.23 1
3617 ALICIA WAY 8.875 1,742.46 90
8.625 1,742.46 245,000.00
CHINO CA 91710 2 05/13/96 11
0380470147 05 07/01/96 25
2431206 O 06/01/26
0
1506028 776/728 F 370,400.00 ZZ
360 370,186.89 1
809 TYBURN ROAD 8.750 2,913.94 80
8.500 2,913.94 463,000.00
PALOS VERDES ES CA 90274 1 05/23/96 00
0380467366 05 07/01/96 0
1
2132768 O 06/01/26
0
1506029 776/728 F 198,000.00 ZZ
360 197,888.99 1
18831 TUBA STREET 8.875 1,575.38 80
(NORTHRIDGE AREA) 8.625 1,575.38 247,500.00
LOS ANGELES CA 91324 1 05/13/96 00
0380467499 05 07/01/96 0
2132741 O 06/01/26
0
1506030 776/728 F 230,000.00 ZZ
360 230,000.00 1
22461 LABRUSCA 8.500 1,768.50 60
8.250 1,768.50 386,500.00
MISSION VIEJO CA 92692 1 06/03/96 00
0380469628 03 08/01/96 0
1131160 O 07/01/26
0
1506032 559/728 F 264,000.00 ZZ
360 264,000.00 1
78 ROOSTER COURT 8.250 1,983.35 80
8.000 1,983.35 330,000.00
SAN JOSE CA 95136 1 05/31/96 00
0380469123 05 08/01/96 0
5330311 O 07/01/26
0
1506034 964/728 F 244,000.00 ZZ
360 243,859.62 1
4717 MARICOPA STREET 8.750 1,919.55 80
8.500 1,919.55 305,000.00
TORRANCE CA 90503 1 05/20/96 00
0380470014 05 07/01/96 0
18437 O 06/01/26
0
1506043 765/728 F 117,000.00 ZZ
360 116,936.09 4
4034,4036,4036 1/2 & 4038 9.000 941.41 62
HOMER STREET 8.750 941.41 190,000.00
LOS ANGELES CA 90031 2 05/22/96 00
0380470501 05 07/01/96 0
312458 O 06/01/26
0
1
1506044 964/728 F 385,300.00 ZZ
360 385,060.51 1
15 ST. LAURENT 8.375 2,928.56 80
8.125 2,928.56 482,000.00
NEWPORT COAST A CA 92657 1 05/28/96 00
0380469982 03 07/01/96 0
18468 O 06/01/26
0
1506047 731/728 F 240,000.00 ZZ
360 240,000.00 1
553 SOUTH JADE TREE DRIVE 9.125 1,952.72 69
8.875 1,952.72 350,000.00
MONTEREY PARK CA 91754 5 06/05/96 00
0380469065 05 08/01/96 0
411111781 O 07/01/26
0
1506049 559/728 F 350,000.00 ZZ
360 350,000.00 1
15343 CLEMENTIA CIRCLE 8.750 2,753.45 64
8.500 2,753.45 550,000.00
RANCHO MURIETA CA 95683 1 06/04/96 00
0380470832 03 08/01/96 0
0467761 O 07/01/26
0
1506051 E22/728 F 250,490.00 ZZ
360 250,490.00 1
12 SORRENTO COURT 8.875 1,993.01 80
8.625 1,993.01 315,000.00
NEWPORT COAST A CA 92657 2 05/28/96 00
0410095517 01 08/01/96 0
410095517 O 07/01/26
0
1506066 E22/728 F 206,500.00 ZZ
360 206,387.20 1
340 W JEFFERSON AVENUE 9.000 1,661.55 69
8.750 1,661.55 300,000.00
KIRKWOOD MO 63122 5 05/29/96 00
0410141428 05 07/01/96 0
410141428 O 06/01/26
0
1506091 E22/728 F 172,000.00 ZZ
360 171,898.45 1
328 BARBARA LANE 8.625 1,337.80 80
8.375 1,337.80 215,000.00
1
DALY CITY CA 94015 1 05/23/96 00
0410152193 09 07/01/96 0
410152193 O 06/01/26
0
1506093 E22/728 F 434,400.00 ZZ
360 434,130.00 1
166 FLEETWOOD DRIVE 8.375 3,301.75 80
8.125 3,301.75 543,000.00
SAN CARLOS CA 94070 1 05/24/96 00
0410152417 05 07/01/96 0
410152417 O 06/01/26
0
1506095 069/728 F 238,500.00 ZZ
360 238,347.91 1
242 PRAIRIE DRIVE 8.250 1,791.78 90
8.000 1,791.78 265,000.00
SAN DIMAS CA 91773 1 05/02/96 14
0380467614 05 07/01/96 25
2052103646 O 06/01/26
0
1506096 069/728 F 329,850.00 ZZ
360 329,438.53 1
16201 DORILEE LANE 8.375 2,507.10 75
(ENCINO AREA) 8.125 2,507.10 439,850.00
LOS ANGELES CA 91436 1 04/24/96 00
0380469602 05 06/01/96 0
2362106391 O 05/01/26
0
1506111 A06/728 F 360,000.00 ZZ
360 359,450.44 1
3332 E DOBSON PLACE 7.375 2,486.44 52
7.125 2,486.44 701,000.00
ANN ARBOR MI 48105 5 04/24/96 00
0380468364 05 06/01/96 0
00100CR09600807 O 05/01/26
0
1506117 A06/728 F 285,000.00 ZZ
360 284,575.64 1
738 BALFOUR 7.500 1,992.77 64
7.250 1,992.77 448,000.00
GROSSE POINTE P MI 48230 5 04/18/96 00
0380468356 05 06/01/96 0
00100CR09602255 O 05/01/26
0
1
1506124 559/728 F 254,750.00 ZZ
360 254,750.00 1
25427 MARKHAM LANE 8.500 1,958.81 60
8.250 1,958.81 427,500.00
SALINAS CA 93908 1 06/27/96 00
0380483009 03 08/01/96 0
5341318 O 07/01/26
0
1506127 559/728 F 267,200.00 ZZ
360 267,200.00 1
22324 DAVENRICH DRIVE 8.500 2,054.54 80
8.250 2,054.54 334,000.00
SALINAS CA 93908 1 06/21/96 00
0380485129 05 08/01/96 0
5341995 O 07/01/26
0
1506137 976/728 F 425,000.00 ZZ
360 425,000.00 1
1201 SOUTHFIELD COURT 8.500 3,267.89 59
8.250 3,267.89 725,000.00
DAVIS CA 95616 4 06/14/96 00
0380483488 03 08/01/96 0
103299 O 07/01/26
0
1506144 601/728 F 333,000.00 ZZ
360 333,000.00 1
106 HARVARD DRIVE 8.875 2,649.50 90
8.625 2,649.50 370,000.00
SOUTHLAKE TX 76092 1 06/06/96 10
0380485160 05 08/01/96 25
881971 O 07/01/26
0
1506167 668/728 F 333,750.00 ZZ
360 333,333.65 1
2945 ROSANNA STREET 8.375 2,536.75 75
8.125 2,536.75 445,000.00
LAS VEGAS NV 89117 5 04/22/96 00
0380477100 05 06/01/96 0
6721864 O 05/01/26
0
1506169 721/728 F 225,000.00 ZZ
360 224,863.69 1
1
515 AUGUSTA DRIVE SE 8.500 1,730.06 55
8.250 1,730.06 415,000.00
CEDAR RAPIDS IA 52403 1 05/24/96 00
0380468281 05 07/01/96 0
7810003074 O 06/01/26
0
1506170 E22/728 F 80,000.00 ZZ
360 80,000.00 1
4745 SHOSHONE STREET 9.125 650.91 72
8.875 650.91 112,000.00
DENVER CO 80211 2 05/29/96 00
0410180228 05 08/01/96 0
410180228 O 07/01/26
0
1506185 668/728 F 331,200.00 ZZ
360 330,988.80 1
2802 WALNUT AVENUE SOUTHWEST 8.250 2,488.20 90
8.000 2,488.20 368,000.00
SEATTLE WA 98116 1 05/02/96 04
0380469008 05 07/01/96 30
6747760 O 06/01/26
0
1506196 562/728 F 160,000.00 ZZ
360 160,000.00 1
216 MANHATTAN AVENUE 9.250 1,316.29 69
9.000 1,316.29 234,000.00
YONKERS NY 10707 1 06/10/96 00
0380472937 05 08/01/96 0
515395 O 07/01/26
0
1506203 995/728 F 170,000.00 ZZ
360 169,904.69 1
33 LAUREL PLACE 8.875 1,352.60 49
8.625 1,352.60 350,000.00
MONTCLAIR NJ 07043 1 05/30/96 00
0380468778 05 07/01/96 0
GM10031067 O 06/01/26
0
1506210 491/491 F 234,222.10 ZZ
328 233,435.47 1
2069 MARS ROAD 8.125 1,780.55 87
7.875 1,780.55 270,000.00
LIVERMORE CA 94550 1 01/22/96 11
8076642 05 04/01/96 17
1
8076642 O 07/01/23
0
1506212 491/491 F 239,580.32 ZZ
327 238,787.61 1
516 LAVER WAY 8.250 1,843.26 87
8.000 1,843.26 276,400.00
NEWPORT BEACH CA 92660 1 01/02/96 11
8196788 09 04/01/96 17
8196788 O 06/01/23
0
1506215 491/491 F 265,916.30 ZZ
321 264,785.79 1
2464 COTTLE AVENUE 8.375 2,078.84 73
8.125 2,078.84 369,000.00
SAN JOSE CA 95125 1 12/29/95 00
9728899 05 03/01/96 0
9728899 O 11/01/22
0
1506218 696/728 F 364,000.00 ZZ
360 364,000.00 1
815 NETHERCLIFFE HALL ROAD 8.875 2,896.15 80
8.625 2,896.15 455,000.00
GREAT FALLS VA 22066 1 06/07/96 00
0380468547 05 08/01/96 0
2327678 O 07/01/26
0
1506222 491/491 F 214,549.90 ZZ
346 213,950.29 1
16 SULLIVAN CHASE DRIVE 8.375 1,645.72 95
8.125 1,645.72 227,000.00
LONDON GROVE TW PA 19311 1 03/01/96 04
9998306 07 04/01/96 25
9998306 O 01/01/25
0
1506225 450/728 F 280,000.00 ZZ
360 279,830.37 1
857 SOUTH MICHIGAN BLVD 8.500 2,152.96 80
8.250 2,152.96 350,000.00
PASADENA CA 91107 1 05/22/96 00
0380469057 05 07/01/96 0
4187068 O 06/01/26
0
1
1506236 559/728 F 228,000.00 ZZ
360 228,000.00 1
116 HENNING COURT 8.875 1,814.07 80
8.625 1,814.07 285,000.00
LOS GATOS CA 95030 2 06/05/96 00
0380470477 01 08/01/96 0
5330931 O 07/01/26
0
1506246 936/728 F 375,000.00 ZZ
360 374,766.91 1
5324 STONEHURST DRIVE 8.375 2,850.28 48
8.125 2,850.28 790,000.00
MARTINEZ CA 94553 2 05/06/96 00
0380471574 03 07/01/96 0
6061287 O 06/01/26
0
1506250 491/491 F 237,326.63 ZZ
318 236,458.58 1
15035 AVENIDA DEL RIO 8.250 1,840.05 77
8.000 1,840.05 309,300.00
CHINO HILLS CA 91709 1 01/23/96 00
3580466 05 04/01/96 0
3580466 O 09/01/22
0
1506251 491/491 F 214,812.58 ZZ
320 214,251.97 1
566 GRAYSON WAY 8.250 1,662.43 86
8.000 1,662.43 251,000.00
MILPITAS CA 95035 1 02/02/96 11
9771891 03 05/01/96 17
9771891 O 12/01/22
0
1506252 936/728 F 380,000.00 ZZ
360 379,775.64 1
101 COLLINGWOOD ROAD 8.625 2,955.61 80
8.375 2,955.61 475,000.00
FAIRFIELD CT 06432 1 05/31/96 00
0380474644 05 07/01/96 0
6075642 O 06/01/26
0
1506262 491/491 F 267,672.03 ZZ
325 265,657.43 1
770 CHOPIN DRIVE 8.750 2,155.18 77
8.500 2,155.18 348,000.00
1
SUNNYVALE CA 94087 1 09/08/95 00
9799419 05 12/01/95 0
9799419 O 12/01/22
0
1506263 964/728 F 184,000.00 ZZ
360 183,888.53 1
1105 CAMINANTE 8.500 1,414.80 80
8.250 1,414.80 230,000.00
SAN CLEMENTE CA 92672 1 05/16/96 00
0380469198 03 07/01/96 0
18277 O 06/01/26
0
1506265 964/728 F 340,000.00 ZZ
360 339,799.26 1
13 PRESTWICK COURT 8.625 2,644.49 80
8.375 2,644.49 425,000.00
NOVATO CA 94949 1 05/24/96 00
0380478603 05 07/01/96 0
18091 O 06/01/26
0
1506267 766/728 F 142,850.00 ZZ
360 142,850.00 1
11240 SW 93 STREET 8.750 1,123.80 75
8.500 1,123.80 190,500.00
MIAMI FL 33176 1 06/10/96 00
0380468703 05 08/01/96 0
960Z0199 O 07/01/26
0
1506268 765/728 F 292,500.00 ZZ
360 292,500.00 1
944 NORTH WAKONDA STREET 8.625 2,275.04 95
8.375 2,275.04 310,500.00
FLAGSTAFF AZ 86004 4 06/04/96 11
0380486697 03 08/01/96 30
102708 O 07/01/26
0
1506273 664/728 F 480,000.00 ZZ
360 480,000.00 1
200 CHATEAU DRIVE 8.125 3,563.99 75
7.875 3,563.99 645,000.00
LOS ALTOS CA 94022 1 06/03/96 00
0380471822 05 08/01/96 0
2152478 O 07/01/26
0
1
1506280 375/728 F 120,000.00 ZZ
360 119,921.50 1
127 BROOKWOOD DRIVE 8.125 891.00 35
7.875 891.00 350,000.00
SANTA CRUZ CA 95065 5 05/28/96 00
0380468059 05 07/01/96 0
UNKNOWN O 06/01/26
0
1506306 744/728 F 248,000.00 ZZ
360 248,000.00 1
1629 MORELAND DRIVE 8.875 1,973.20 80
8.625 1,973.20 310,000.00
ALAMEDA CA 94501 1 06/05/96 00
0380472044 05 08/01/96 0
77671 O 07/01/26
0
1506307 E22/728 F 184,000.00 ZZ
360 183,888.53 1
336 POPE STREET 8.500 1,414.80 80
8.250 1,414.80 230,000.00
SAN FRANCISCO CA 94112 2 05/22/96 00
0410151690 07 07/01/96 0
410151690 O 06/01/26
0
1506320 E85/728 F 324,000.00 ZZ
360 324,000.00 1
24 WOODLEAF COURT 8.750 2,548.91 80
8.500 2,548.91 405,000.00
NOVATO CA 94945 1 06/01/96 00
0380476847 05 08/01/96 0
9600063 O 07/01/26
0
1506329 491/491 F 231,286.17 ZZ
303 230,345.43 1
231 BALBOA DRIVE 8.125 1,798.81 76
7.875 1,798.81 305,825.00
MILPITAS CA 95035 1 01/02/96 00
4901444 05 04/01/96 0
4901444 O 06/01/21
0
1506334 491/491 F 193,054.96 ZZ
307 192,707.38 1
1
2036 NORTH TURQUOISE CIRCLE 8.625 1,560.75 86
8.375 1,560.75 226,500.00
CHINO HILLS CA 91709 1 03/06/96 11
5484928 05 06/01/96 17
5484928 O 12/01/21
0
1506336 E22/728 F 51,700.00 ZZ
360 51,700.00 1
121 NAUTILUS DRIVE UNIT # 88 8.750 406.72 71
8.500 406.72 73,000.00
SAN FRANCISCO CA 94124 2 05/28/96 00
0410150676 01 08/01/96 0
410150676 O 07/01/26
0
1506341 491/491 F 407,496.65 ZZ
329 406,138.38 1
1086 VALLEY VIEW COURT 8.125 3,095.23 61
7.875 3,095.23 675,000.00
LOS ALTOS CA 94024 5 01/29/96 00
7863322 05 04/01/96 0
7863322 O 08/01/23
0
1506342 491/491 F 216,291.44 ZZ
320 215,129.27 1
1313 NORTH KEYSTONE STREET 8.250 1,673.88 76
8.000 1,673.88 285,000.00
BURBANK CA 91506 2 01/04/96 00
9680837 05 04/01/96 0
9680837 O 11/01/22
0
1506343 491/491 F 481,537.22 ZZ
323 481,121.87 1
20935 BOWHILL COURT 8.125 3,675.76 51
7.875 3,675.76 950,000.00
SARATOGA CA 95070 2 04/05/96 00
7955863 05 07/01/96 0
7955863 O 05/01/23
0
1506344 491/491 F 206,593.04 ZZ
318 205,876.25 1
130 AVENIDA BUENA VENTURA 8.375 1,619.18 87
8.125 1,619.18 240,000.00
SAN CLEMENTE CA 92672 1 01/09/96 11
3392457 05 04/01/96 17
1
3392457 O 09/01/22
0
1506347 491/491 F 270,635.14 ZZ
314 269,645.26 1
255 SOUTH GRAND OAKS 8.250 2,105.55 86
8.000 2,105.55 315,000.00
PASADENA CA 91107 2 01/04/96 11
3251381 05 04/01/96 17
3251381 O 05/01/22
0
1506351 491/491 F 207,935.63 ZZ
298 206,938.53 1
401 EAST SWALLOW COURT 8.750 1,712.73 85
8.500 1,712.73 245,000.00
FRESNO CA 93720 1 12/28/95 04
4749081 03 03/01/96 17
4749081 O 12/01/20
0
1506365 253/253 F 360,000.00 ZZ
360 360,000.00 1
1904 CRESSON DRIVE 8.750 2,832.13 75
8.500 2,832.13 485,000.00
SOUTHLAKE TX 76092 4 06/28/96 00
319684 05 08/01/96 0
319684 O 07/01/26
0
1506367 966/728 F 260,000.00 ZZ
360 260,000.00 1
2551 MAIL ROUTE ROAD 9.375 2,162.55 80
9.125 2,162.55 325,000.00
FISCHER TX 78623 1 07/02/96 00
0380487745 05 08/01/96 0
UNKNOWN O 07/01/26
0
1506372 491/491 F 236,155.91 ZZ
318 235,128.12 1
223 SAN FELIPE WAY 8.375 1,850.88 87
8.125 1,850.88 273,500.00
NOVATO CA 94945 1 12/26/95 01
9274731 05 03/01/96 17
9274731 O 08/01/22
0
1
1506374 491/491 F 269,715.60 ZZ
321 268,148.25 1
1029 ENCINO AVENUE 8.750 2,178.15 75
8.500 2,178.15 360,000.00
ARCADIA CA 91006 2 10/31/95 00
9263924 05 01/01/96 0
9263924 O 09/01/22
0
1506375 491/491 F 580,372.88 ZZ
326 577,999.52 1
4264 WHISPERING PINES CT 8.375 4,518.61 69
8.125 4,518.61 845,000.00
LOS ANGELES CA 91316 2 12/15/95 00
9251588 05 03/01/96 0
9251588 O 04/01/23
0
1506387 E22/728 F 203,000.00 ZZ
360 203,000.00 1
6643 BEAVER CREEK 8.750 1,597.01 71
8.500 1,597.01 289,900.00
WASHINGTON TWP MI 48094 1 06/06/96 00
0410141022 05 08/01/96 0
410141022 O 07/01/26
0
1506400 E22/728 F 260,000.00 ZZ
360 260,000.00 1
951 CALLE VERDE 8.750 2,045.42 80
8.500 2,045.42 325,000.00
MARTINEZ CA 94553 1 05/28/96 00
0410037766 03 08/01/96 0
410037766 O 07/01/26
0
1506443 025/025 F 297,800.00 ZZ
360 297,600.18 1
225 BEL AIRE LOOP 8.000 2,185.15 80
7.750 2,185.15 372,260.00
FAYETTEVILLE GA 30215 1 05/22/96 00
531493 03 07/01/96 0
531493 O 06/01/26
0
1506460 828/728 F 534,800.00 ZZ
360 534,800.00 1
4009 MCFARLIN BLVD 9.125 4,351.31 74
8.875 4,351.31 724,022.00
1
UNIVERSITY PARK TX 75205 1 06/12/96 00
0380469792 05 08/01/96 0
55010047 O 07/01/26
0
1506482 439/728 F 372,000.00 ZZ
360 372,000.00 1
1520 CURTIS AVENUE 8.450 2,847.19 80
8.200 2,847.19 465,000.00
MANHATTAN BEACH CA 90266 1 05/30/96 00
0380466673 05 08/01/96 0
18551184 O 07/01/26
0
1506487 439/728 F 300,000.00 ZZ
360 300,000.00 1
593 CALIFORNIA WAY 8.450 2,296.12 48
8.200 2,296.12 627,500.00
REDWOOD CITY CA 94062 1 06/03/96 00
0380467085 05 08/01/96 0
18553917 O 07/01/26
0
1506493 439/728 F 272,000.00 ZZ
360 271,843.50 1
20 FIRST AVENUE 8.750 2,139.83 80
8.500 2,139.83 340,000.00
NYACK NY 10960 1 05/31/96 00
0380466939 05 07/01/96 0
18636359 O 06/01/26
0
1506495 E57/728 F 248,000.00 ZZ
360 247,860.97 1
24256 VIA SANTA CLARA 8.875 1,973.20 80
8.625 1,973.20 310,000.00
MISSION VIEJO CA 92692 1 05/30/96 00
0380477357 05 07/01/96 0
48462005000 O 06/01/26
0
1506500 111/111 F 600,000.00 ZZ
360 599,627.07 1
712 NORTH APLINE DRIVE 8.375 4,560.43 27
8.125 4,560.43 2,265,125.00
BEVERLY HILLS CA 90210 1 05/31/96 00
681254 05 07/01/96 0
681254 O 06/01/26
0
1
1506501 111/111 F 453,675.00 ZZ
360 453,400.16 1
1131 LINCOLN AVENUE 8.500 3,488.37 51
8.250 3,488.37 895,000.00
PALO ALTO CA 94301 1 05/24/96 00
684333 05 07/01/96 0
684333 O 06/01/26
0
1506508 171/728 F 400,000.00 ZZ
360 399,763.84 1
2424 OUR HILL LANE 8.625 3,111.16 73
8.375 3,111.16 550,000.00
PASO ROBLES CA 93446 5 05/24/96 00
0380468018 05 07/01/96 0
58073557 O 06/01/26
0
1506514 B74/728 F 391,900.00 ZZ
360 391,900.00 1
418 NORTH DOWNEY LANE 8.875 3,118.13 80
8.625 3,118.13 489,900.00
PLACENTIA CA 92670 1 06/11/96 00
0380474818 05 08/01/96 0
961920 O 07/01/26
0
1506515 559/728 F 359,200.00 ZZ
360 359,200.00 1
2031 TAMPA AVENUE 8.375 2,730.18 80
8.125 2,730.18 449,000.00
OAKLAND CA 94611 1 06/04/96 00
0380470634 05 08/01/96 0
5327713 O 07/01/26
0
1506522 F16/728 F 216,000.00 ZZ
360 216,000.00 1
4203 NORTH LYMAN STREET 8.875 1,718.60 80
8.625 1,718.60 270,000.00
COVINA CA 91724 1 06/04/96 00
0380472309 05 08/01/96 0
96815067 O 07/01/26
0
1506534 387/387 F 440,000.00 ZZ
360 439,726.51 1
1
2233 MARINER DRIVE 8.375 3,344.32 75
8.125 3,344.32 589,000.00
LONGMONT CO 80503 4 05/07/96 00
774620 03 07/01/96 0
774620 O 06/01/26
0
1506539 976/728 F 375,000.00 ZZ
360 375,000.00 1
9496 LYNNHALL PLACE 8.500 2,883.43 79
8.250 2,883.43 475,000.00
ALEXANDRIA VA 22309 1 06/07/96 00
0380475427 05 08/01/96 0
081151 O 07/01/26
0
1506541 976/728 F 227,600.00 ZZ
360 227,600.00 1
24335 EAST SUNNYCREST COURT 8.500 1,750.05 80
8.250 1,750.05 284,500.00
DIAMOND BAR CA 91765 1 06/04/96 00
0380470535 05 08/01/96 0
144686 O 07/01/26
0
1506543 976/728 F 332,000.00 ZZ
360 332,000.00 1
11 OLD FARM ROAD 9.125 2,701.27 69
8.875 2,701.27 485,000.00
HOPKINTON MA 01748 2 06/05/96 00
0380471384 05 08/01/96 0
866433 O 07/01/26
0
1506545 976/728 F 372,800.00 ZZ
360 372,800.00 1
1284 HOLMBY AVENUE 8.500 2,866.51 80
8.250 2,866.51 466,000.00
LOS ANGELES CA 90024 1 06/03/96 00
0380471368 05 08/01/96 0
084557 O 07/01/26
0
1506557 E57/728 F 229,500.00 ZZ
360 229,371.33 1
25072 EATON LANE 8.875 1,826.01 90
8.625 1,826.01 255,000.00
LAGUNA NIGUEL CA 92677 1 05/20/96 12
0380472135 03 07/01/96 25
1
48412005120 O 06/01/26
0
1506560 776/728 F 200,000.00 ZZ
360 199,878.84 1
200 RAMONA ROAD 8.500 1,537.83 37
8.250 1,537.83 545,000.00
PORTOLA VALLEY CA 94028 2 05/23/96 00
0380472804 05 07/01/96 0
623472 O 06/01/26
0
1506561 776/728 F 330,000.00 ZZ
360 329,794.89 1
11021 CREEK ROAD 8.375 2,508.24 72
8.125 2,508.24 460,000.00
OJAI CA 93023 2 05/22/96 00
0380472846 05 07/01/96 0
7328824 O 06/01/26
0
1506563 776/728 F 305,000.00 ZZ
360 304,829.01 1
22565 LA QUILLA DRIVE 8.875 2,426.72 42
8.625 2,426.72 730,000.00
CHATSWORTH AREA CA 91311 2 05/24/96 00
0380473166 03 07/01/96 0
6132661 O 06/01/26
0
1506565 776/728 F 333,750.00 ZZ
360 333,531.69 1
1967 LA FRANCE AVENUE 8.125 2,478.08 75
7.875 2,478.08 445,000.00
SOUTH PASADENA CA 91030 5 05/24/96 00
0380473174 05 07/01/96 0
2130979 O 06/01/26
0
1506566 776/728 F 315,000.00 ZZ
360 314,804.21 1
1641 GARST LANE 8.375 2,394.23 65
8.125 2,394.23 490,000.00
OJAI AREA CA 93023 2 05/20/96 00
0380472838 05 07/01/96 0
7328819 O 06/01/26
0
1
1506571 664/728 F 235,125.00 ZZ
360 235,125.00 1
1098 CAPTAINS 8.875 1,870.77 95
8.625 1,870.77 247,500.00
WHEELING IL 60090 1 06/12/96 11
0380472812 05 08/01/96 30
2190015 O 07/01/26
0
1506572 624/728 F 275,000.00 ZZ
360 275,000.00 1
94 DE LA GUERRA ROAD 8.750 2,163.43 77
8.500 2,163.43 359,000.00
SAN RAFAEL CA 94903 1 06/04/96 00
0380471103 05 08/01/96 0
46002060036 O 07/01/26
0
1506612 E26/728 F 276,000.00 ZZ
360 275,832.79 1
1150 RIVER BAY ROAD 8.500 2,122.21 80
8.250 2,122.21 345,000.00
ANNAPOLIS MD 21401 1 05/31/96 00
0380472994 05 07/01/96 0
431040 O 06/01/26
0
1506613 195/728 F 400,000.00 ZZ
360 400,000.00 1
71 SPRING HILL ROAD 7.875 2,900.28 64
7.625 2,900.28 625,000.00
FRANKLIN TOWNSH NJ 08801 1 06/12/96 00
0380477019 05 08/01/96 0
49853 O 07/01/26
0
1506636 E22/728 F 122,000.00 ZZ
360 122,000.00 1
14411 TANGLEWOOD DRIVE 9.000 981.64 80
8.750 981.64 152,500.00
FARMERS BRANCH TX 75234 1 06/05/96 00
0410134456 05 08/01/96 0
410134456 O 07/01/26
0
1506679 439/728 F 335,200.00 ZZ
360 335,018.80 1
135 AYER AVENUE 9.050 2,709.17 90
8.800 2,709.17 372,500.00
1
SAN JOSE CA 95110 1 05/17/96 10
0380467002 05 07/01/96 25
18515619 O 06/01/26
0
1506700 455/728 F 224,000.00 ZZ
360 223,877.64 1
1450 MATTHEWS ROAD 9.000 1,802.36 80
8.750 1,802.36 280,000.00
JASPER GA 30143 1 05/30/96 00
0380471053 05 07/01/96 0
51888 O 06/01/26
0
1506718 575/728 F 350,000.00 ZZ
360 349,776.82 1
313 SOUTH GASKINS ROAD 8.250 2,629.43 50
8.000 2,629.43 700,000.00
RICHMOND VA 23229 1 05/09/96 00
0380471301 05 07/01/96 0
411007354 O 06/01/26
0
1506721 575/728 F 294,300.00 ZZ
360 294,121.71 1
801 QUAIL POINT COVE 8.500 2,262.91 88
8.250 2,262.91 336,000.00
VIRGINIA BEACH VA 23454 1 05/30/96 14
0380471251 05 07/01/96 25
415010908 O 06/01/26
0
1506730 575/728 F 326,000.00 ZZ
360 325,786.75 1
6318 BRADLEY BLVD. 8.125 2,420.54 80
7.875 2,420.54 407,550.00
BETHESDA MD 20817 1 05/14/96 00
0380471137 05 07/01/96 0
421014542 O 06/01/26
0
1506742 575/728 F 266,000.00 ZZ
360 265,650.82 1
17 KENT GARDENS CIRCLE 8.125 1,975.04 95
7.875 1,975.04 280,000.00
GAITHERSBURG MD 20787 1 04/29/96 14
0380471202 09 06/01/96 30
452001181 O 05/01/26
0
1
1506751 893/728 F 479,950.00 ZZ
360 479,950.00 1
728 MURPHY DRIVE 8.500 3,690.40 80
8.250 3,690.40 599,950.00
SAN MATEO CA 94402 1 06/12/96 00
0380475609 05 08/01/96 0
61296 O 07/01/26
0
1506767 575/728 F 235,450.00 ZZ
360 235,321.40 1
13506 HOFFMAN COURT 9.000 1,894.48 95
8.750 1,894.48 247,875.00
BOWIE MD 20721 1 05/29/96 14
0380471319 03 07/01/96 30
470003542 O 06/01/26
0
1506769 731/728 F 249,300.00 ZZ
360 249,300.00 1
1922 WEST 237TH STREET 8.750 1,961.24 90
8.500 1,961.24 277,000.00
TORRANCE CA 90501 1 06/10/96 10
0380472150 05 08/01/96 30
411111816 O 07/01/26
0
1506773 559/728 F 387,100.00 ZZ
360 387,100.00 1
1977 MATZEN RANCH CIRCLE 8.375 2,942.24 80
8.125 2,942.24 483,991.00
PETALUMA CA 94954 1 06/10/96 00
0380472481 05 08/01/96 0
5323415 O 07/01/26
0
1506790 147/728 F 564,000.00 ZZ
360 563,691.92 1
18572 DORAL WAY 9.000 4,538.08 80
8.750 4,538.08 705,000.00
TARZANA CA 91356 1 05/13/96 00
0380473968 03 07/01/96 0
425933 O 06/01/26
0
1506793 685/728 F 191,200.00 ZZ
360 191,200.00 1
1
7957 GARDENIA AVENUE 9.000 1,538.44 80
8.750 1,538.44 239,000.00
RANCHO CUCAMONG CA 91701 1 06/12/96 00
0380473471 05 08/01/96 0
104779 O 07/01/26
0
1506794 685/728 F 340,000.00 ZZ
360 340,000.00 1
5113 TOPEKA DRIVE 9.000 2,735.72 80
8.750 2,735.72 425,000.00
TARZANA CA 91356 1 06/11/96 00
0380471087 05 08/01/96 0
104738 O 07/01/26
0
1506796 976/728 F 325,000.00 ZZ
360 325,000.00 1
432 MORAGA WAY 8.625 2,527.82 68
8.375 2,527.82 484,875.00
ORINDA CA 94563 1 06/06/96 00
0380474339 05 08/01/96 0
109570 O 07/01/26
0
1506797 696/728 F 308,000.00 ZZ
360 308,000.00 1
1159 TAJI COURT 8.250 2,313.90 80
8.000 2,313.90 385,000.00
HERNDON VA 22070 1 06/06/96 00
0380481722 05 08/01/96 0
8017836 O 07/01/26
0
1506847 E22/728 F 90,000.00 ZZ
360 89,948.22 1
3688 WAGONWHEEL ROAD 8.750 708.03 75
8.500 708.03 120,000.00
EDMOND OK 73034 1 05/17/96 00
0410179162 05 07/01/96 0
410179162 O 06/01/26
0
1506850 E22/728 F 488,000.00 ZZ
360 487,696.68 1
2525 NORTH NELSON STREET 8.375 3,709.15 80
8.125 3,709.15 610,000.00
ARLINGTON VA 22207 1 05/29/96 00
0410116230 05 07/01/96 0
1
410116230 O 06/01/26
0
1506865 439/728 F 240,000.00 ZZ
360 240,000.00 1
970 EASY STREET 8.400 1,828.42 80
8.150 1,828.42 303,000.00
MORGAN HILL CA 95037 1 05/30/96 00
0380468109 05 08/01/96 0
18546374 O 07/01/26
0
1506866 439/728 F 259,900.00 ZZ
360 259,748.91 1
11 LAGOON COURT 8.700 2,035.37 57
8.450 2,035.37 459,900.00
SAN RAFAEL CA 94903 1 05/16/96 00
0380467945 05 07/01/96 0
18564492 O 06/01/26
0
1506878 313/728 F 150,000.00 ZZ
360 150,000.00 1
3079 BETHANY CHURCH RD 9.000 1,206.94 61
8.750 1,206.94 248,000.00
LITHONIA GA 30058 5 06/06/96 00
0380469594 05 08/01/96 0
5792403 O 07/01/26
0
1506885 758/728 F 549,600.00 ZZ
360 549,600.00 1
6636 VANDERBILT AVENUE 8.500 4,225.95 80
8.250 4,225.95 687,000.00
HOUSTON TX 77005 1 06/12/96 00
0380479221 05 08/01/96 0
UNKNOWN O 07/01/26
0
1506943 232/232 F 112,000.00 ZZ
360 111,932.14 1
79 OLD UPTON ROAD 8.500 861.19 31
8.250 861.19 363,000.00
GRAFTON MA 01519 2 05/20/96 00
12959929 05 07/01/96 0
12959929 O 06/01/26
0
1
1506948 B73/728 F 215,000.00 ZZ
360 214,891.43 1
2132 SAWMILL GULCH RD 9.375 1,788.26 46
9.125 1,788.26 470,000.00
GOLDEN CO 80401 2 06/04/96 00
0380470287 05 07/01/96 0
7636160 O 06/01/26
0
1506958 696/728 F 266,800.00 ZZ
360 266,800.00 1
1563 TRAILS EDGE LANE 8.250 2,004.38 80
8.000 2,004.38 333,500.00
RESTON VA 22094 1 06/13/96 00
0380477613 03 08/01/96 0
8017834 O 07/01/26
0
1506963 450/728 F 261,000.00 ZZ
360 260,837.77 1
73094 HIDDEN CREEK 8.375 1,983.79 90
8.125 1,983.79 290,000.00
BRUCE TOWNSHIP MI 48065 1 05/31/96 01
0380471327 05 07/01/96 25
4171641 O 06/01/26
0
1506979 E22/728 F 456,800.00 ZZ
360 456,530.31 1
3501 SEAGLEN DRIVE 8.625 3,552.94 80
8.375 3,552.94 571,000.00
RANCHO PALOS VE CA 90275 1 05/14/96 00
0410037725 05 07/01/96 0
410037725 O 06/01/26
0
1507005 069/728 F 252,000.00 ZZ
360 252,000.00 1
19311 HALSTED STREET 8.500 1,937.67 80
NORTHRIDGE AREA 8.250 1,937.67 315,000.00
LOS ANGELES CA 91324 1 05/30/96 00
0380472200 05 08/01/96 0
2362110047 O 07/01/26
0
1507006 069/728 F 175,000.00 ZZ
360 174,896.67 1
18670 KROSS ROAD 8.625 1,361.14 74
8.375 1,361.14 239,000.00
1
RIVERSIDE CA 92508 4 05/21/96 00
0380472358 05 07/01/96 0
2362107340 O 06/01/26
0
1507010 E22/728 F 410,000.00 ZZ
360 410,000.00 1
9116 N KENNETH 8.750 3,225.47 59
8.500 3,225.47 700,000.00
SKOKIE IL 60076 4 05/29/96 00
0410102289 05 08/01/96 0
410102289 O 07/01/26
0
1507012 559/728 F 320,000.00 ZZ
360 320,000.00 1
7208 EMANI DRIVE 8.625 2,488.93 66
8.375 2,488.93 490,000.00
SAN JOSE CA 95120 1 06/05/96 00
0380476714 05 08/01/96 0
5331079 O 07/01/26
0
1507013 696/728 F 288,800.00 ZZ
360 288,800.00 1
10279 GAINSBOROUGH ROAD 9.000 2,323.75 80
8.750 2,323.75 361,500.00
POTOMAC MD 20854 1 06/14/96 00
0380477639 03 08/01/96 0
3114186 O 07/01/26
0
1507021 624/728 F 600,000.00 ZZ
360 599,636.51 1
1883 EAST FOXBOROUGH LANE 8.500 4,613.48 75
8.250 4,613.48 805,000.00
DRAPER UT 84020 5 05/17/96 00
0380473745 05 07/01/96 0
65000160016 O 06/01/26
0
1507029 F30/728 F 231,200.00 T
360 231,200.00 1
1086 STONEBRIDGE CIRCLE 8.500 1,777.73 80
8.250 1,777.73 289,000.00
PARK CITY UT 84060 1 06/04/96 00
0380476151 03 08/01/96 0
100397 O 07/01/26
0
1
1507035 765/728 F 292,000.00 ZZ
360 292,000.00 1
860 DEVORE AVENUE 9.125 2,375.81 80
8.875 2,375.81 365,000.00
SIMI VALLEY CA 93065 1 06/06/96 00
0380472952 05 08/01/96 0
315104 O 07/01/26
0
1507044 147/728 F 212,000.00 ZZ
360 211,881.15 1
11345 MORENO AVENUE 8.875 1,686.77 80
8.625 1,686.77 265,000.00
LAKESIDE CA 92040 1 05/16/96 00
0380473950 05 07/01/96 0
620043 O 06/01/26
0
1507046 147/728 F 60,000.00 ZZ
360 59,965.47 1
7860 EAST CAMELBACK ROAD 8.750 472.03 52
UNIT #104 8.500 472.03 116,500.00
SCOTTSDALE AZ 85251 1 05/20/96 00
0380473208 01 07/01/96 0
485159 O 06/01/26
0
1507047 147/728 F 150,000.00 ZZ
360 149,822.24 1
8905 TAVISTOCK COURT 8.625 1,166.69 21
8.375 1,166.69 732,013.00
LAS VEGAS NV 89134 1 04/26/96 00
0380488180 03 06/01/96 0
785881 O 05/01/26
0
1507048 147/728 F 383,000.00 ZZ
360 382,509.86 1
95-764 LANIPAA STREET 8.250 2,877.36 74
8.000 2,877.36 520,000.00
MILILANI HI 96789 2 04/26/96 00
0380475229 03 06/01/96 0
762338 O 05/01/26
0
1507136 776/728 F 580,000.00 ZZ
360 580,000.00 1
1
4430 HAVENHURST AVENUE 9.000 4,666.81 80
ENCINO AREA 8.750 4,666.81 725,000.00
LOS ANGELES CA 91436 1 06/03/96 00
0380474891 05 08/01/96 0
2132820 O 07/01/26
0
1507138 776/728 F 344,000.00 ZZ
360 344,000.00 1
2431 MICHELTORENA STREET 9.000 2,767.90 80
8.750 2,767.90 430,000.00
LOS ANGELES CA 90039 1 06/03/96 00
0380475708 05 08/01/96 0
2130330 O 07/01/26
0
1507143 776/728 F 280,000.00 ZZ
360 280,000.00 1
19831 HENSHAW STREET 8.625 2,177.81 80
(WOODLAND HILLS AREA) 8.375 2,177.81 350,000.00
LOS ANGELES CA 91364 1 06/05/96 00
0380474677 05 08/01/96 0
2132800 O 07/01/26
0
1507145 776/728 F 240,000.00 ZZ
360 240,000.00 1
6740 AUBURN FOLSOM ROAD 8.750 1,888.09 80
8.500 1,888.09 300,000.00
LOOMIS CA 95650 1 06/06/96 00
0380475666 05 08/01/96 0
6233617 O 07/01/26
0
1507186 F30/728 F 291,000.00 ZZ
360 291,000.00 1
2544 NORTH 530 EAST 8.750 2,289.30 75
8.500 2,289.30 390,000.00
PROVO UT 84604 5 06/11/96 00
0380476995 05 08/01/96 0
100431 O 07/01/26
0
1507213 209/728 F 380,000.00 ZZ
360 379,763.80 1
24 WEST IRVING STREET 8.375 2,888.28 80
8.125 2,888.28 475,000.00
CHEVY CHASE MD 20815 1 05/10/96 00
0380477969 05 07/01/96 0
1
961622034 O 06/01/26
0
1507219 480/728 F 221,450.00 ZZ
360 221,301.41 1
CALLE ENCINA 8.000 1,624.92 77
7.750 1,624.92 290,480.00
SIERRA VISTA AZ 85635 1 05/22/96 00
0380480286 05 07/01/96 0
1640366 O 06/01/26
0
1507222 209/728 F 415,550.00 ZZ
360 415,278.17 1
8941 FALLS FARM DRIVE 8.125 3,085.45 80
7.875 3,085.45 519,490.00
POTOMAC MD 20854 1 05/15/96 00
0380478009 05 07/01/96 0
961590199 O 06/01/26
0
1507257 209/728 F 479,200.00 ZZ
360 478,632.13 1
6416 GARNETT DRIVE 8.625 3,727.17 80
8.375 3,727.17 599,900.00
CHEVY CHASE MD 20815 1 04/30/96 00
0380477985 05 06/01/96 0
961592344 O 05/01/26
0
1507271 209/728 F 334,400.00 ZZ
360 334,192.14 1
5030 ESKRIDGE TERRACE, N.W. 8.375 2,541.69 80
8.125 2,541.69 418,000.00
WASHINGTON DC 20016 1 05/24/96 00
0380477910 05 07/01/96 0
961630573 O 06/01/26
0
1507273 696/728 F 252,000.00 ZZ
360 252,000.00 1
4714 DOVER ROAD 7.750 1,805.36 80
7.500 1,805.36 315,000.00
BETHESDA MD 20816 1 06/12/96 00
0380477779 05 08/01/96 0
3124233 O 07/01/26
0
1
1507281 171/728 F 306,000.00 ZZ
360 305,819.34 1
2155 N.W. ASPEN AVENUE 8.625 2,380.04 90
8.375 2,380.04 340,000.00
PORTLAND OR 97210 1 05/24/96 10
0380477258 05 07/01/96 25
37090161 O 06/01/26
0
1507283 171/728 F 305,000.00 ZZ
360 305,000.00 1
749 EAST HOLLAND AVENUE 8.875 2,426.72 80
8.625 2,426.72 385,000.00
FRESNO CA 93704 1 06/04/96 00
0380485400 05 08/01/96 0
45083685 O 07/01/26
0
1507284 956/728 F 232,800.00 ZZ
360 232,800.00 1
578 LA VISTA ROAD 8.500 1,790.03 80
8.250 1,790.03 291,000.00
WALNUT CREEK CA 94598 1 06/07/96 00
0380473703 05 08/01/96 0
606002 O 07/01/26
0
1507289 637/728 F 218,000.00 ZZ
360 218,000.00 1
522 COLUMBUS STREET 9.125 1,773.72 95
8.875 1,773.72 229,500.00
EL GRANADA CA 94018 1 06/01/96 11
0380486713 05 08/01/96 30
9053968 O 07/01/26
0
1507290 637/728 F 352,500.00 ZZ
360 352,500.00 1
1201 HARDSCRABBLE RD. 9.000 2,836.30 75
8.750 2,836.30 470,000.00
TOWN OF NEW CAS NY 10514 1 06/14/96 00
0380486465 05 08/01/96 0
9105743 O 07/01/26
0
1507291 201/728 F 216,600.00 ZZ
360 216,472.11 1
27 DRIFTING WIND RUN 8.625 1,684.70 95
8.375 1,684.70 228,000.00
1
AUSTIN TX 78738 1 05/29/96 10
0380479155 03 07/01/96 25
4200908434 O 06/01/26
0
1507292 637/728 F 277,500.00 ZZ
360 277,500.00 1
120 WOODBROOK ROAD 8.750 2,183.10 75
8.500 2,183.10 370,000.00
WHITE PLAINS NY 10605 1 06/05/96 00
0380486507 01 08/01/96 0
4742664 O 07/01/26
0
1507294 637/728 F 75,000.00 ZZ
360 75,000.00 1
18 HUBBARD AVENUE 8.875 596.74 56
8.625 596.74 136,000.00
FREEPORT NY 11520 1 06/03/96 00
0380486747 05 08/01/96 0
9102658 O 07/01/26
0
1507296 637/728 F 160,000.00 ZZ
360 160,000.00 1
210 WEST BAY DRIVE 8.625 1,244.47 64
8.375 1,244.47 250,000.00
LONG BEACH NY 11561 2 05/31/96 00
0380487802 05 08/01/96 0
4738654 O 07/01/26
0
1507303 069/728 F 217,550.00 ZZ
360 217,305.16 1
14074 CRESCENTA WAY 8.875 1,730.93 95
8.625 1,730.93 229,000.00
RANCHO CUCAMONG CA 91739 1 04/16/96 04
0380475898 05 06/01/96 30
2022069649 O 05/01/26
0
1507305 685/728 F 162,000.00 ZZ
360 162,000.00 1
45405 VIA JACA 9.000 1,303.49 80
8.750 1,303.49 203,600.00
TEMECULA CA 92592 1 06/17/96 00
0380475138 03 08/01/96 0
104671 O 07/01/26
0
1
1507306 776/728 F 66,000.00 ZZ
360 65,961.04 1
8535 WEST KNOLL DRIVE #203 8.625 513.34 57
8.375 513.34 116,000.00
WEST HOLLYWOOD CA 90069 1 05/29/96 00
0380475690 01 07/01/96 0
1132177 O 06/01/26
0
1507307 776/728 F 305,000.00 ZZ
360 304,815.23 1
1121 STONESHEAD COURT 8.500 2,345.19 73
(WESTLAKE VILLAGE AREA) 8.250 2,345.19 420,000.00
THOUSAND OAKS CA 91361 5 05/31/96 00
0380485632 05 07/01/96 0
1131172 O 06/01/26
0
1507308 776/728 F 199,900.00 ZZ
360 199,900.00 1
1833 RHEEM COURT 8.375 1,519.39 80
8.125 1,519.39 249,900.00
PLEASANTON CA 94588 1 06/03/96 00
0380480401 05 08/01/96 0
6232090 O 07/01/26
0
1507309 776/728 F 200,000.00 ZZ
360 200,000.00 1
18080 JOSEPH DRIVE 9.125 1,627.27 80
8.875 1,627.27 250,000.00
CASTRO VALLEY CA 94546 1 06/04/96 00
0380480161 05 08/01/96 0
2333375 O 07/01/26
0
1507311 731/728 F 138,800.00 ZZ
360 138,800.00 1
3818 EAST BAYSIDE STREET 8.750 1,091.94 80
8.500 1,091.94 173,500.00
SIMI VALLEY CA 93063 1 06/04/96 00
0380474859 05 08/01/96 0
8000274 O 07/01/26
0
1507316 385/385 F 262,934.52 ZZ
341 262,336.05 1
1
6043 PINE VALLEY DRIVE 8.125 1,978.43 79
7.875 1,978.43 335,000.00
ORLANDO FL 32819 1 02/07/96 00
9094071799 03 05/01/96 0
9094071799 O 09/01/24
0
1508083 E22/728 F 247,800.00 ZZ
360 247,664.65 1
16434 SEGOVIA CIRCLE SOUTH 9.000 1,993.85 90
8.750 1,993.85 275,397.00
PEMBROKE PINES FL 33331 1 06/06/96 11
0410114318 03 07/01/96 25
410114318 O 06/01/26
0
1508094 E22/728 F 98,850.00 ZZ
360 98,788.56 1
119 SOUTH WINTERPORT CIRCLE 8.375 751.33 80
8.125 751.33 123,586.00
THE WOODLANDS TX 77382 1 05/31/96 00
0410128979 03 07/01/96 0
410128979 O 06/01/26
0
1508106 E22/728 F 875,000.00 ZZ
360 875,000.00 1
972 PALISADES BEACH ROAD 9.000 7,040.45 70
8.750 7,040.45 1,250,000.00
SANTA MONICA CA 90403 1 06/10/96 00
0410147904 05 08/01/96 0
410147904 O 07/01/26
0
1508220 696/728 F 395,000.00 ZZ
360 395,000.00 1
403 NORTH SAINT ASAPH STREET 8.625 3,072.27 80
8.375 3,072.27 495,000.00
ALEXANDRIA VA 22314 1 06/14/96 00
0380481326 09 08/01/96 0
2087961 O 07/01/26
0
1508234 450/728 F 219,250.00 ZZ
360 219,113.72 1
4132 SOUTHWESTERN BOULEVARD 8.375 1,666.46 80
8.125 1,666.46 274,083.00
UNIVERSITY PARK TX 75225 1 05/31/96 00
0380472051 05 07/01/96 0
1
3879806 O 06/01/26
0
1508269 A13/728 F 225,000.00 ZZ
360 224,746.77 1
331 WEST LAKE ROAD 8.875 1,790.21 90
8.625 1,790.21 250,000.00
VERMILION OH 44089 1 04/24/96 11
0380475278 01 06/01/96 25
7151229 O 05/01/26
0
1508293 601/728 F 300,000.00 ZZ
360 300,000.00 1
1209 SE 60TH AVENUE 8.125 2,227.50 77
7.875 2,227.50 390,000.00
PORTLAND OR 97215 1 06/03/96 00
0380481854 05 08/01/96 0
863860 O 07/01/26
0
1508298 601/728 F 258,400.00 ZZ
360 258,247.44 1
1322 WEXFORD PL 8.625 2,009.81 80
8.375 2,009.81 323,000.00
W PEORIA IL 61615 1 05/15/96 00
0380473067 05 07/01/96 0
1071960 O 06/01/26
0
1508303 601/728 F 340,000.00 ZZ
360 339,788.67 1
RT 2 BOX 185 8.375 2,584.25 80
8.125 2,584.25 425,000.00
KING WILLIAM VA 23086 1 05/31/96 00
0380473075 05 07/01/96 0
1074396 O 06/01/26
0
1508308 069/728 F 231,950.00 ZZ
360 231,802.09 1
826 NORTH JENSEN PLACE 8.250 1,742.57 80
8.000 1,742.57 289,960.00
PLACENTIA CA 92670 1 05/23/96 00
0380476912 03 07/01/96 0
2362107985 O 06/01/26
0
1
1508312 069/728 F 212,000.00 ZZ
360 212,000.00 1
12159 VIEWCREST ROAD 8.875 1,686.77 80
STUDIO CITY AREA 8.625 1,686.77 265,000.00
LOS ANGELES CA 91604 1 06/13/96 00
0380476920 05 08/01/96 0
2362115657 O 07/01/26
0
1508314 069/728 F 188,000.00 ZZ
360 187,886.11 1
14426 DUNBAR PLACE 8.500 1,445.56 80
SHERMAN OAKS AREA 8.250 1,445.56 235,000.00
LOS ANGELES CA 91423 1 05/15/96 00
0380476946 05 07/01/96 0
2362107100 O 06/01/26
0
1508328 069/728 F 243,750.00 ZZ
360 243,750.00 1
820 NORTH HILLCREST DRIVE 8.875 1,939.39 75
8.625 1,939.39 325,000.00
POMONA CA 91768 1 06/12/96 00
0380477365 05 08/01/96 0
2362110815 O 07/01/26
0
1508330 171/728 F 328,500.00 ZZ
360 328,295.82 1
403 OAK KNOLL DRIVE 8.375 2,496.84 90
8.125 2,496.84 365,000.00
GLENDORA CA 91741 1 05/24/96 10
0380478181 05 07/01/96 25
67093961 O 06/01/26
0
1508332 171/728 F 348,000.00 T
360 347,799.78 1
271 TWIN RIDGE DRIVE 8.750 2,737.72 80
8.500 2,737.72 435,000.00
SAN LUIS OBISPO CA 93405 1 05/17/96 00
0380475567 05 07/01/96 0
48085317 O 06/01/26
0
1508338 626/728 F 264,000.00 ZZ
360 264,000.00 1
2421 BRITTANY COURT 8.875 2,100.51 80
8.625 2,100.51 330,000.00
1
LODI CA 95242 1 06/12/96 00
0380476615 03 08/01/96 0
6627350 O 07/01/26
0
1508349 964/728 F 320,000.00 ZZ
360 320,000.00 1
249 NORTH ALMENAR DRIVE 8.625 2,488.93 80
8.375 2,488.93 400,000.00
GREENBRAE CA 94904 1 05/30/96 00
0380474578 05 08/01/96 0
18584 O 07/01/26
0
1508359 E92/728 F 347,750.00 ZZ
360 347,555.04 1
30650 LAHSER 8.875 2,766.86 70
8.625 2,766.86 500,000.00
BEVERLY HILLS MI 48025 2 05/29/96 00
0380476656 05 07/01/96 0
0947307 O 06/01/26
0
1508362 163/728 F 248,000.00 ZZ
360 247,857.31 1
2460 S. 31ST COURT 8.750 1,951.02 80
8.500 1,951.02 310,000.00
RIDGEFIELD WA 98642 1 05/16/96 00
0380474206 03 07/01/96 0
215330204 O 06/01/26
0
1508363 163/728 F 577,500.00 ZZ
360 577,167.75 1
1794 PORT TIFFIN CIRCLE 8.750 4,543.19 70
8.500 4,543.19 825,000.00
NEWPORT BEACH CA 92660 1 05/17/96 00
0380474123 03 07/01/96 0
215301023 O 06/01/26
0
1508365 163/728 F 245,600.00 ZZ
360 245,462.32 1
96 E. FOREST LANE 8.875 1,954.10 80
8.625 1,954.10 307,000.00
PALATINE IL 60067 1 05/31/96 00
0380474156 05 07/01/96 0
5342407 O 06/01/26
0
1
1508366 163/728 F 286,000.00 ZZ
360 285,808.10 1
902 SALEM STREET 8.000 2,098.57 78
7.750 2,098.57 370,000.00
VISTA CA 92084 2 05/23/96 00
0380474065 05 07/01/96 0
5333661 O 06/01/26
0
1508389 163/728 F 243,000.00 ZZ
360 242,867.26 1
133 LARCHWOOD AVENUE 9.000 1,955.24 90
8.750 1,955.24 270,000.00
LONG BRANCH NJ 07764 1 05/14/96 14
0380474412 05 07/01/96 25
UNKNOWN O 06/01/26
0
1508390 163/728 F 252,000.00 ZZ
240 251,610.55 1
2474 BRIARHURST DRIVE 8.750 2,226.95 90
8.500 2,226.95 280,000.00
HIGHLANDS RANCH CO 80126 1 05/31/96 04
0380480112 03 07/01/96 25
215329347 O 06/01/16
0
1508391 163/728 F 384,000.00 ZZ
360 384,000.00 1
1222 SUSSEX LANE 8.375 2,918.68 80
8.125 2,918.68 480,000.00
NEWPORT BEACH CA 92660 1 05/29/96 00
0380474248 05 08/01/96 0
215337365 O 07/01/26
0
1508392 163/728 F 244,400.00 ZZ
360 244,251.95 1
2555 GARFIELD STREET 8.500 1,879.22 80
8.250 1,879.22 305,500.00
EUGENE OR 97405 1 05/23/96 00
0380474180 05 07/01/96 0
215302724 O 06/01/26
0
1508394 163/728 F 375,000.00 ZZ
360 374,772.82 1
1
10540 DEMOCRAT ROAD 8.500 2,883.43 47
8.250 2,883.43 815,000.00
PARKER CO 80115 2 05/31/96 00
0380474222 03 07/01/96 0
56084418 O 06/01/26
0
1508395 163/728 F 307,500.00 ZZ
360 307,500.00 1
7260 FISHBACK HILL LANE 8.375 2,337.22 75
8.125 2,337.22 410,000.00
INDIANAPOLIS IN 46278 5 05/29/96 00
0380474115 05 08/01/96 0
214956744 O 07/01/26
0
1508396 163/728 F 240,800.00 ZZ
360 240,668.47 1
3 (L1) CANTERBURY LANE 9.000 1,937.53 80
8.750 1,937.53 301,000.00
HOLDEN MA 01520 1 05/31/96 00
0380474081 05 07/01/96 0
215348354 O 06/01/26
0
1508397 163/728 F 264,600.00 ZZ
360 264,426.91 1
389 BERLIN ROAD 8.125 1,964.65 66
7.875 1,964.65 402,500.00
BOLTON MA 01740 1 05/30/96 00
0380474230 05 07/01/96 0
215289160 O 06/01/26
0
1508400 163/728 F 240,000.00 ZZ
360 239,834.83 1
114 PADGETT COURT 7.875 1,740.17 63
7.625 1,740.17 381,638.00
CARY NC 27511 1 05/31/96 00
0380474263 03 07/01/96 0
0372082673 O 06/01/26
0
1508401 E22/728 F 217,600.00 ZZ
360 217,468.17 1
15653 BORGES COURT 8.500 1,673.16 80
8.250 1,673.16 272,000.00
MOORPARK CA 93021 1 05/24/96 00
0410180152 03 07/01/96 0
1
410180152 O 06/01/26
0
1508402 E22/728 F 305,800.00 ZZ
360 305,624.06 1
319 CANYON FALLS DRIVE 8.750 2,405.73 78
8.500 2,405.73 393,500.00
FOLSOM CA 95630 2 05/23/96 00
0410124366 05 07/01/96 0
410124366 O 06/01/26
0
1508407 E22/728 F 115,400.00 ZZ
360 115,400.00 1
4631 WINDY GORGE DRIVE 8.625 897.57 80
8.375 897.57 144,285.00
KINGWOOD TX 77345 1 06/12/96 00
0410134423 03 08/01/96 0
410134423 O 07/01/26
0
1508430 375/728 F 43,000.00 ZZ
360 42,974.61 1
4830 MESA DR 8.625 334.45 36
8.375 334.45 120,000.00
INDIANAPOLIS IN 46241 1 05/30/96 00
0380476391 05 07/01/96 0
622926 O 06/01/26
0
1508485 163/728 F 300,000.00 ZZ
360 300,000.00 1
5650 EMPIRE GRADE ROAD 8.125 2,227.49 45
7.875 2,227.49 676,000.00
SANTA CRUZ CA 95060 5 05/29/96 00
0380474313 05 08/01/96 0
5342118 O 07/01/26
0
1508486 163/728 F 246,000.00 ZZ
360 245,843.13 1
3840 VALLEY HEAD ROAD 8.250 1,848.12 80
8.000 1,848.12 307,500.00
BIRMINGHAM AL 35223 1 05/30/96 00
0380474297 05 07/01/96 0
UNKNOWN O 06/01/26
0
1
1508490 163/728 F 252,700.00 ZZ
360 252,700.00 1
3901 VICTORIA DRIVE 8.875 2,010.60 95
8.625 2,010.60 266,000.00
V&T/MOUNT KISCO NY 10549 1 06/05/96 14
0380474388 03 08/01/96 25
371490907 O 07/01/26
0
1508520 624/728 F 297,600.00 ZZ
360 297,600.00 1
117 SEACLIFF DRIVE 8.750 2,341.22 80
8.500 2,341.22 375,000.00
PISMO BEACH CA 93449 1 06/17/96 00
0380479239 05 08/01/96 0
72002760266 O 07/01/26
0
1508521 559/728 F 465,000.00 ZZ
360 465,000.00 1
44471 VIEW POINT CIRCLE 9.000 3,741.50 75
8.750 3,741.50 625,000.00
FREMONT CA 94539 2 06/13/96 00
0380485178 05 08/01/96 0
5329966 O 07/01/26
0
1508524 559/728 F 237,750.00 ZZ
360 237,749.99 1
77 GABLE COURT 8.750 1,870.38 75
8.500 1,870.38 317,000.00
SAN RAFAEL CA 94903 1 06/07/96 00
0380477084 01 08/01/96 0
5335690 O 07/01/26
0
1508525 559/728 F 400,000.00 ZZ
360 400,000.00 1
134 WOODBINE DRIVE 8.375 3,040.29 80
8.125 3,040.29 500,000.00
MILL VALLEY CA 94941 1 06/06/96 00
0380485798 05 08/01/96 0
5328034 O 07/01/26
0
1508527 975/728 F 200,000.00 ZZ
360 200,000.00 1
6462 EAST DELEON STREET 8.875 1,591.29 75
8.625 1,591.29 270,000.00
1
LONG BEACH CA 90815 1 06/14/96 00
0380476961 05 08/01/96 0
961751 O 07/01/26
0
1508528 573/728 F 83,500.00 ZZ
360 83,500.00 1
10855 VALLEY DRIVE 8.125 619.99 52
7.875 619.99 161,000.00
RIVERSIDE CA 92505 2 06/11/96 00
0380477548 05 08/01/96 0
706030 O 07/01/26
0
1508531 685/728 F 245,150.00 ZZ
360 245,150.00 1
9883 CARRARA CIRCLE 8.250 1,841.73 80
8.000 1,841.73 306,458.00
CYPRESS CA 90630 1 06/13/96 00
0380479999 05 08/01/96 0
104337 O 07/01/26
0
1508533 961/728 F 562,500.00 ZZ
360 562,167.90 1
2215 SOUTH 4TH AVENUE 8.625 4,375.07 76
8.375 4,375.07 745,000.00
ARCADIA CA 91006 1 05/29/96 00
0380476870 05 07/01/96 0
9108957 O 06/01/26
0
1508536 664/728 F 240,000.00 ZZ
360 240,000.00 1
120 SOUTH WAIOLA AVENUE 9.125 1,952.72 75
8.875 1,952.72 320,000.00
LA GRANGE IL 60525 5 06/10/96 00
0380481508 05 08/01/96 0
2189579 O 07/01/26
0
1508538 664/728 F 219,200.00 ZZ
360 219,200.00 1
2536 HURD 9.375 1,823.20 80
9.125 1,823.20 274,000.00
EVANSTON IL 60201 1 06/14/96 00
0380478314 05 08/01/96 0
2189942 O 07/01/26
0
1
1508541 776/728 F 252,400.00 ZZ
360 252,400.00 1
33370 TRAIL RANCH ROAD 9.125 2,053.61 80
8.875 2,053.61 315,500.00
AGUA DULCE AREA CA 91350 1 06/05/96 00
0380476896 05 08/01/96 0
2312796 O 07/01/26
0
1508551 069/728 F 252,000.00 ZZ
360 251,677.50 1
40 EAST FLORAL AVENUE 8.250 1,893.20 69
8.000 1,893.20 370,000.00
ARCADIA CA 91006 5 04/25/96 00
0380484924 05 06/01/96 0
2362099984 O 05/01/26
0
1508554 450/728 F 214,000.00 ZZ
360 214,000.00 1
334 SAN ANDREAS COURT 8.625 1,664.47 90
8.375 1,664.47 238,000.00
MILPITAS CA 95035 1 06/03/96 10
0380475286 05 08/01/96 25
4187167 O 07/01/26
0
1508593 E26/728 F 226,000.00 ZZ
360 225,855.88 1
725 GALLOWAY DRIVE, S.E. 8.250 1,697.87 80
8.000 1,697.87 283,594.00
LEESBURG VA 22075 1 05/31/96 00
0380480898 03 07/01/96 0
438088 O 06/01/26
0
1508654 E22/728 F 345,000.00 ZZ
360 345,000.00 1
30044 MADLOY STREET 9.000 2,775.95 80
8.750 2,775.95 435,000.00
CASTAIC CA 91384 2 06/11/96 00
0410148084 05 08/01/96 0
410148084 O 07/01/26
0
1508687 637/728 F 288,000.00 ZZ
360 287,825.53 1
1
1541 MAPLE STREET 8.500 2,214.47 80
8.250 2,214.47 360,000.00
LAKE OSWEGO OR 97034 1 05/17/96 00
0380471590 05 07/01/96 0
4427530 O 06/01/26
0
1508694 074/728 F 214,400.00 ZZ
360 213,882.56 1
7084 ZUBARON DR 7.125 1,444.46 80
6.875 1,444.46 268,000.00
CARLSBAD CA 92009 1 03/12/96 00
0380479445 09 05/01/96 0
64122 O 04/01/26
0
1508695 074/728 F 310,400.00 ZZ
360 310,215.03 1
95 W HAMPTON ROAD 8.580 2,404.33 80
8.330 2,404.33 388,000.00
PHILADELPHIA PA 19118 1 05/24/96 00
0380479452 05 07/01/96 0
479551 O 06/01/26
0
1508696 074/728 F 129,000.00 ZZ
360 128,925.78 1
13205 W 131ST STREET 8.750 1,014.85 75
8.500 1,014.85 172,000.00
OVERLAND PARK KS 66213 1 05/22/96 00
0380479460 03 07/01/96 0
893990 O 06/01/26
0
1508697 074/728 F 80,000.00 ZZ
360 79,894.98 1
1020 MILL RACE ROAD 8.125 594.00 80
7.875 594.00 100,000.00
BOYCE LA 71409 2 04/25/96 00
0380479478 05 06/01/96 0
1547258 O 05/01/26
0
1508698 074/728 F 401,250.00 ZZ
360 400,587.54 1
355 JUPITER TERRACE 9.000 3,228.55 75
8.750 3,228.55 535,000.00
SANTA CRUZ CA 95065 5 03/25/96 00
0380479486 05 05/01/96 0
1
1598579 O 04/01/26
0
1508699 074/728 F 225,000.00 ZZ
360 224,390.05 1
746 GAHBAUER ROAD 8.000 1,650.97 73
7.750 1,650.97 310,000.00
CLAVERACK NY 12534 5 02/20/96 00
0380479494 05 04/01/96 0
1705388 O 03/01/26
0
1508700 074/728 F 258,750.00 ZZ
360 258,608.66 1
9900 SOUTH WINCHESTER 9.000 2,081.97 75
8.750 2,081.97 345,000.00
CHICAGO IL 60643 5 05/10/96 00
0380479510 05 07/01/96 0
12484121 O 06/01/26
0
1508702 074/728 F 500,000.00 ZZ
360 499,422.55 1
1750 4TH STREET SOUTH 8.750 3,933.51 80
8.500 3,933.51 625,000.00
NAPLES FL 33940 5 04/15/96 00
0380479536 05 06/01/96 0
12639419 O 05/01/26
0
1508703 074/728 F 520,000.00 ZZ
360 518,998.37 1
333 SOUTH MCCARTY DRIVE 8.250 3,906.59 67
8.000 3,906.59 780,000.00
BEVERLY HILLS CA 90212 2 03/05/96 00
0380479544 05 05/01/96 0
13077881 O 04/01/26
0
1508704 074/728 F 90,000.00 ZZ
360 89,898.71 1
58 WEST 21ST STREET 8.875 716.08 75
8.625 716.08 120,000.00
HUNTINGTON STAT NY 11746 1 04/15/96 00
0380479569 05 06/01/96 0
13144324 O 05/01/26
0
1
1508705 074/728 F 284,000.00 ZZ
360 283,799.56 1
4811 INDIGO COURT 7.750 2,034.61 80
7.500 2,034.61 355,000.00
PUEBLO CO 81001 1 05/23/96 00
0380479577 05 07/01/96 0
13159984 O 06/01/26
0
1508706 074/728 F 70,000.00 ZZ
360 69,961.76 1
311 FARM ROAD 9.000 563.24 67
8.750 563.24 105,000.00
SWANSEA SC 29160 2 05/15/96 00
0380482290 05 07/01/96 0
13190962 O 06/01/26
0
1508707 074/728 F 340,000.00 ZZ
360 337,110.08 1
17021 MELBOURNE DRIVE 8.750 2,674.79 80
8.500 2,674.79 425,000.00
LAUREL MD 20707 2 04/30/96 00
0380479593 05 07/01/96 0
14088924 O 06/01/26
0
1508708 074/728 F 516,000.00 ZZ
360 515,635.81 1
11737 WOODSIDE COURT 7.750 3,696.69 80
7.500 3,696.69 645,000.00
BURR RIDGE IL 60525 1 05/17/96 00
0380479601 05 07/01/96 0
14090902 O 06/01/26
0
1508709 074/728 F 310,000.00 ZZ
360 309,369.27 1
9524 ENCINO AVENUE 7.980 2,270.35 80
7.730 2,270.35 387,500.00
LOS ANGELES CA 91325 1 03/27/96 00
0380479585 05 05/01/96 0
14099390 O 04/01/26
0
1508710 074/728 F 520,000.00 ZZ
360 519,323.04 1
1461 EIGHTH STREET 8.166 3,875.93 75
7.916 3,875.93 700,000.00
1
MANHATTAN BEACH CA 90266 2 04/05/96 00
0380479619 05 06/01/96 0
14099403 O 05/01/26
0
1508713 074/728 F 342,800.00 ZZ
360 342,586.93 1
5965 TEMPLE DRIVE 8.375 2,605.53 80
8.125 2,605.53 428,500.00
PLANO TX 75093 1 05/28/96 00
0380479650 03 07/01/96 0
14106311 O 06/01/26
0
1508714 074/728 F 117,000.00 ZZ
360 116,934.40 1
803 RED MOUNTAIN DRIVE 8.875 930.91 75
8.625 930.91 157,000.00
GLENWOOD SPRING CO 81602 1 05/29/96 00
0380479668 05 07/01/96 0
14106434 O 06/01/26
0
1508715 074/728 F 469,000.00 ZZ
360 468,708.49 1
9 FOXGLOVE DRIVE 8.375 3,564.74 80
8.125 3,564.74 586,307.00
WARREN NJ 07059 1 05/22/96 00
0380479676 05 07/01/96 0
30112486 O 06/01/26
0
1508716 074/728 F 135,000.00 ZZ
360 134,909.41 1
135 DORSET CIRCLE 8.000 990.59 32
7.750 990.59 425,000.00
PHOENIXVILLE PA 19460 1 05/30/96 00
0380479684 05 07/01/96 0
34053166 O 06/01/26
0
1508717 074/728 F 337,500.00 ZZ
360 337,279.23 1
5 WINCHIP ROAD 8.125 2,505.93 90
7.875 2,505.93 375,000.00
BERKELEY HEIGHT NJ 07922 1 05/15/96 04
0380479692 05 07/01/96 25
34163263 O 06/01/26
0
1
1508718 074/728 F 67,125.00 ZZ
360 67,034.62 1
779-F WHITTEN ROAD 8.000 492.54 75
7.750 492.54 89,500.00
WATERLOO SC 29384 1 04/26/96 00
0380479700 05 06/01/96 0
34247220 O 05/01/26
0
1508719 074/728 F 550,000.00 ZZ
360 549,621.48 1
2112 WELLESLEY AVENUE 7.875 3,987.89 72
7.625 3,987.89 765,000.00
CHARLOTTE NC 28207 1 05/31/96 00
0380479718 05 07/01/96 0
34263837 O 06/01/26
0
1508720 074/728 F 233,000.00 ZZ
360 232,723.89 1
83 MAVERICK CIRCLE 8.625 1,812.25 75
8.375 1,812.25 310,733.00
SNOWMASS VILLAG CO 81615 5 04/16/96 00
0380479726 09 06/01/96 0
34292497 O 05/01/26
0
1508721 074/728 F 596,250.00 ZZ
360 590,838.91 1
1645 FOOTHILL LANE 8.625 4,637.58 75
8.375 4,637.58 795,000.00
SANTA ANA CA 92705 5 04/11/96 00
0380479734 05 06/01/96 0
34293256 O 05/01/26
0
1508722 074/728 F 81,250.00 ZZ
360 81,199.50 1
3324 WILD ROSE LANE 8.375 617.56 65
8.125 617.56 125,000.00
PINETOP AZ 85935 5 05/23/96 00
0380479742 09 07/01/96 0
34296727 O 06/01/26
0
1508724 074/728 F 260,000.00 ZZ
360 259,834.20 1
1
187 DEMOTT AVENUE 8.250 1,953.30 80
8.000 1,953.30 325,000.00
ROCKVILLE CENTR NY 11570 1 05/17/96 00
0380474016 05 07/01/96 0
34300813 O 06/01/26
0
1508725 074/728 F 312,000.00 ZZ
360 311,558.16 1
2 MARSH HAVEN LANE 7.750 2,235.21 72
7.500 2,235.21 435,000.00
SAVANNAH GA 31411 5 04/02/96 00
0380474024 09 06/01/96 0
34302417 O 05/01/26
0
1508726 074/728 F 411,900.00 ZZ
360 411,609.28 1
3016 67TH AVE SE 7.750 2,950.91 74
7.500 2,950.91 560,000.00
MERCER ISLAND WA 98040 5 05/01/96 00
0380479767 05 07/01/96 0
34303839 O 06/01/26
0
1508727 074/728 F 416,000.00 ZZ
360 415,754.39 1
13648 MANGO DRIVE 8.625 3,235.61 80
8.375 3,235.61 520,000.00
DEL MAR CA 92014 1 05/10/96 00
0380479775 05 07/01/96 0
34309454 O 06/01/26
0
1508728 074/728 F 187,000.00 ZZ
360 186,886.71 1
3840 83RD AVE SE 8.500 1,437.87 59
8.250 1,437.87 320,000.00
MERCER ISLAND WA 98040 5 05/21/96 00
0380479783 05 07/01/96 0
34309683 O 06/01/26
0
1508729 074/728 F 343,800.00 ZZ
360 343,575.10 1
1477 VISTA CLARIDAD 8.125 2,552.71 90
7.875 2,552.71 382,000.00
LA JOLLA CA 92037 1 05/03/96 11
0380479791 05 07/01/96 25
1
34328688 O 06/01/26
0
1508730 074/728 F 255,600.00 ZZ
360 255,452.94 1
54 HIGHLAND AVE 8.750 2,010.81 90
8.500 2,010.81 285,000.00
GREEN NJ 07821 1 05/09/96 12
0380476789 05 07/01/96 25
1104002669 O 06/01/26
0
1508731 074/728 F 428,000.00 ZZ
360 427,505.71 1
40 EAST 94TH STREET #18C 8.750 3,367.08 80
8.500 3,367.08 535,000.00
NEW YORK NY 10128 1 04/18/96 00
0380473281 06 06/01/96 0
1107000411 O 05/01/26
0
1508732 074/728 F 250,000.00 ZZ
360 249,703.73 1
52-37 LEITH PLACE 8.625 1,944.48 56
8.375 1,944.48 450,000.00
LITTLE NECK NY 11362 2 04/18/96 00
0380474800 05 06/01/96 0
1107007830 O 05/01/26
0
1508733 074/728 F 260,000.00 ZZ
360 259,372.53 1
4 THURSTON DRIVE 7.125 1,751.67 71
6.875 1,751.67 367,000.00
LIVINGSTON NJ 07039 2 03/20/96 00
0380479411 05 05/01/96 0
1112061914 O 04/01/26
0
1508734 074/728 F 245,800.00 ZZ
360 245,415.34 1
16 SOUTHWAY 7.250 1,676.79 87
7.000 1,676.79 285,000.00
HARTSDALE NY 10530 2 04/15/96 04
0380476763 05 06/01/96 25
1112062371 O 05/01/26
0
1
1508736 074/728 F 221,000.00 ZZ
360 220,738.10 1
4441 NE 30 AVENUE 8.625 1,718.92 65
8.375 1,718.92 340,000.00
LIGHTHOUSE POIN FL 33064 5 04/12/96 00
0380475237 05 06/01/96 0
1301112450 O 05/01/26
0
1508737 074/728 F 261,000.00 ZZ
360 260,698.58 1
4801 BILTMORE DRIVE 8.750 2,053.29 75
8.500 2,053.29 349,000.00
CORAL GABLES FL 33146 1 04/26/96 00
0380474917 05 06/01/96 0
1302014387 O 05/01/26
0
1508738 074/728 F 257,800.00 ZZ
360 257,502.28 1
11771 STONEHAVEN WAY 8.750 2,028.11 90
8.500 2,028.11 286,500.00
W PALM BEACH FL 33412 1 04/22/96 10
0380476227 03 06/01/96 30
1302014570 O 05/01/26
0
1508739 074/728 F 222,750.00 ZZ
360 222,450.08 1
821 FOREST GLEN LANE 8.000 1,634.46 75
7.750 1,634.46 297,065.00
WELLINGTON FL 33414 1 04/24/96 00
0380475344 03 06/01/96 0
1303011555 O 05/01/26
0
1508741 074/728 F 350,250.00 ZZ
360 349,834.94 1
5212 COUNTRY CLUB DRIVE 8.625 2,724.21 75
8.375 2,724.21 467,000.00
BRENTWOOD TN 37027 1 04/19/96 00
0380475823 03 06/01/96 0
1341017636 O 05/01/26
0
1508742 074/728 F 223,250.00 ZZ
360 222,978.55 1
483 20TH AVENUE 8.500 1,716.60 95
8.250 1,716.60 235,000.00
1
INDIAN ROCKS BE FL 34635 1 04/17/96 01
0380472648 05 06/01/96 30
1381081244 O 05/01/26
0
1508743 074/728 F 297,600.00 ZZ
360 297,410.23 1
177 ALPINE AVE 8.250 2,235.77 80
8.000 2,235.77 372,000.00
GOLDEN CO 80401 1 05/29/96 00
0380473679 05 07/01/96 0
1461083544 O 06/01/26
0
1508744 074/728 F 281,650.00 ZZ
360 281,470.40 1
12033 OLD EUREKA WAY 8.250 2,115.94 95
8.000 2,115.94 296,475.00
GOLD RIVER CA 95670 1 05/16/96 04
0380482589 03 07/01/96 30
1483000664 O 06/01/26
0
1508746 074/728 F 240,000.00 ZZ
360 239,676.87 1
37900 SADDLE MOUNTAIN CIRCLE 8.000 1,761.03 80
7.750 1,761.03 300,000.00
STEAMBOAT SPRIN CO 80477 2 04/18/96 00
0380474685 05 06/01/96 0
1506093276 O 05/01/26
0
1508749 074/728 F 348,750.00 ZZ
360 348,303.69 1
10184 COLBY AVENUE 8.250 2,620.05 90
8.000 2,620.05 387,500.00
CUPERTINO CA 95014 1 04/24/96 14
0380475799 05 06/01/96 25
1561323300 O 05/01/26
0
1508750 074/728 F 407,500.00 ZZ
360 407,017.09 1
18 WESTWOOD ROAD 8.625 3,169.50 73
8.375 3,169.50 560,000.00
SANTA CRUZ CA 95060 5 04/17/96 00
0380473315 03 06/01/96 0
1561323639 O 05/01/26
0
1
1508752 074/728 F 240,000.00 ZZ
360 239,708.17 1
15403 SHANNON ROAD 8.500 1,845.40 73
8.250 1,845.40 330,000.00
LOS GATOS CA 95032 1 04/26/96 00
0380472523 05 06/01/96 0
1561327516 O 05/01/26
0
1508755 074/728 F 222,250.00 ZZ
360 221,965.56 1
27912 CAMINO DEL RIO 8.250 1,669.70 90
8.000 1,669.70 246,990.00
SAN JUAN CAPIST CA 92675 1 04/16/96 12
0380473513 01 06/01/96 25
1562153228 O 05/01/26
0
1508756 074/728 F 568,000.00 ZZ
360 567,291.43 1
6182 GLENEAGLES CIRCLE 8.375 4,317.22 80
8.125 4,317.22 710,000.00
HUNTINGTON BEAC CA 92648 1 04/09/96 00
0380475831 03 06/01/96 0
1562154978 O 05/01/26
0
1508757 074/728 F 267,300.00 ZZ
360 266,966.54 1
22720 VISTA GRANDE WAY 8.375 2,031.68 90
8.125 2,031.68 297,000.00
GRAND TERRACE CA 92313 1 04/29/96 10
0380476565 05 06/01/96 25
1562155733 O 05/01/26
0
1508758 074/728 F 821,000.00 T
360 819,949.36 1
575 SNEAKY LANE 8.250 6,167.90 57
8.000 6,167.90 1,450,000.00
ASPEN CO 81611 2 04/10/96 00
0380474487 05 06/01/96 0
1563116090 O 05/01/26
0
1508761 074/728 F 246,000.00 ZZ
360 245,693.13 1
1
2048 ELEVADO HILLS DRIVE 8.375 1,869.78 74
8.125 1,869.78 335,000.00
VISTA CA 92084 2 04/12/96 00
0380474453 05 06/01/96 0
1567152164 O 05/01/26
0
1508762 074/728 F 333,000.00 ZZ
360 332,615.42 1
1426 ORIBIA ROAD 8.750 2,619.72 68
8.500 2,619.72 490,000.00
DEL MAR CA 92014 2 04/25/96 00
0380475054 05 06/01/96 0
1567156992 O 05/01/26
0
1508763 074/728 F 251,750.00 ZZ
360 251,427.82 1
8522 CLATSOP LANE 8.250 1,891.32 95
8.000 1,891.32 265,000.00
SAN DIEGO CA 92129 1 04/17/96 10
0380476276 03 06/01/96 30
1567158150 O 05/01/26
0
1508764 074/728 F 416,000.00 ZZ
360 415,467.64 1
501 MARVIEW DRIVE 8.250 3,125.27 80
8.000 3,125.27 520,000.00
SOLANA BEACH CA 92075 1 04/18/96 00
0380474271 05 06/01/96 0
1567158160 O 05/01/26
0
1508767 074/728 F 242,600.00 ZZ
360 242,319.82 1
3101 OLD PECOS TRAIL, UNIT 634 8.750 1,908.54 75
8.500 1,908.54 323,500.00
SANTA FE NM 87501 1 04/12/96 00
0380473240 01 06/01/96 0
1569141271 O 05/01/26
0
1508768 074/728 F 222,500.00 ZZ
360 222,236.31 1
144 CAMINO ESCONDIDO 8.625 1,730.59 63
8.375 1,730.59 355,000.00
SANTA FE NM 87501 5 04/18/96 00
0380473125 05 06/01/96 0
1
1569141566 O 05/01/26
0
1508769 074/728 F 68,000.00 ZZ
360 67,917.30 1
500 CAMINO SOLANO 8.500 522.87 40
8.250 522.87 170,000.00
SANTA FE NM 87501 2 04/17/96 00
0380475336 05 06/01/96 0
1569142300 O 05/01/26
0
1508770 074/728 F 324,000.00 ZZ
360 322,958.43 1
11671 EAST DARCY PLACE 8.625 2,520.04 80
8.375 2,520.04 405,000.00
TUCSON AZ 85748 1 04/24/96 00
0380475872 03 06/01/96 0
1569142784 O 05/01/26
0
1508771 074/728 F 226,950.00 ZZ
360 226,659.57 1
5734 RATERS DRIVE 8.250 1,705.00 77
8.000 1,705.00 296,950.00
SANTA ROSA CA 95409 1 04/17/96 00
0380473778 05 06/01/96 0
1573146279 O 05/01/26
0
1508774 074/728 F 604,000.00 ZZ
360 603,227.03 1
19315 PENINSULA SHORES DRIVE 8.250 4,537.66 80
8.000 4,537.66 755,000.00
HUNTERSVILLE NC 28078 1 04/19/96 00
0380473497 03 06/01/96 0
1577035280 O 05/01/26
0
1508775 074/728 F 320,000.00 T
360 319,590.50 1
475 REED DRIVE 8.250 2,404.05 46
8.000 2,404.05 700,000.00
JACKSON WY 83001 5 04/17/96 00
0380475039 05 06/01/96 0
1579019580 O 05/01/26
0
1
1508776 074/728 F 260,000.00 ZZ
360 259,683.86 1
56 CHESTNUT COURT 8.500 1,999.18 63
8.250 1,999.18 415,000.00
PAGOSA SPRINGS CO 81147 5 04/23/96 00
0380472473 05 06/01/96 0
1579020171 O 05/01/26
0
1508777 074/728 F 452,000.00 ZZ
360 451,436.14 1
525 WOODLAWN 8.375 3,435.53 80
8.125 3,435.53 565,000.00
GLENCOE IL 60022 1 04/26/96 00
0380475328 05 06/01/96 0
1583019981 O 05/01/26
0
1508778 074/728 F 348,000.00 ZZ
360 347,056.58 1
2401 N STUART STREET 8.000 2,553.51 80
7.750 2,553.51 435,000.00
ARLINGTON VA 22207 1 02/16/96 00
0380474719 05 04/01/96 0
1587019994 O 03/01/26
0
1508779 074/728 F 240,000.00 ZZ
360 239,075.56 1
11609 SAINT DAVID'S LANE 7.375 1,657.63 50
7.125 1,657.63 480,000.00
LUTHERVILLE MD 21093 1 01/10/96 00
0380473604 05 03/01/96 0
1587020031 O 02/01/26
0
1508780 074/728 F 290,000.00 ZZ
360 289,656.32 1
11409 JORDAN LANE 8.625 2,255.60 79
8.375 2,255.60 370,000.00
GREAT FALLS VA 22066 5 04/17/96 00
0380473422 03 06/01/96 0
1587025294 O 05/01/26
0
1508781 074/728 F 246,200.00 ZZ
360 245,892.87 1
7214 DANFORD LANE 8.375 1,871.30 80
8.125 1,871.30 307,750.00
1
SPRINGFIELD VA 22152 1 05/03/96 00
0380476649 05 06/01/96 0
1587031537 O 05/01/26
0
1508784 074/728 F 246,500.00 ZZ
360 246,184.54 1
29317 HIDDEN OAK PLACE 8.250 1,851.88 85
8.000 1,851.88 290,000.00
CANYON COUNTRY CA 91351 2 04/09/96 12
0380475849 05 06/01/96 12
1595000244 O 05/01/26
0
1508785 074/728 F 243,750.00 ZZ
360 243,438.05 1
23668 SUSANA AVENUE 8.250 1,831.22 75
8.000 1,831.22 325,000.00
TORRANCE CA 90505 1 04/08/96 00
0380474396 05 06/01/96 0
1595000528 O 05/01/26
0
1508786 074/728 F 324,000.00 ZZ
360 323,625.82 1
2525 E 1ST STREET 8.750 2,548.91 80
8.500 2,548.91 405,000.00
LONG BEACH CA 90803 1 04/12/96 00
0380472531 05 06/01/96 0
1596000035 O 05/01/26
0
1508788 074/728 F 341,600.00 ZZ
360 341,184.65 1
3456 WONDER VIEW DRIVE 8.500 2,626.61 80
8.250 2,626.61 427,000.00
LOS ANGELES CA 90068 1 04/19/96 00
0380475864 05 06/01/96 0
1596000727 O 05/01/26
0
1508789 074/728 F 252,000.00 ZZ
360 251,693.58 1
6122 WEST 77TH STREET 8.500 1,937.67 90
8.250 1,937.67 280,000.00
LOS ANGELES CA 90045 1 04/26/96 10
0380472457 05 06/01/96 25
1596002405 O 05/01/26
0
1
1508790 074/728 F 388,000.00 ZZ
360 387,752.58 1
425 LEMON GROVE LANE 8.250 2,914.92 80
8.000 2,914.92 485,000.00
SANTA BARBARA CA 93108 1 05/07/96 00
0380474842 05 07/01/96 0
1596002868 O 06/01/26
0
1508791 074/728 F 180,000.00 ZZ
360 179,781.15 1
9110 N KENNETH AVE 8.500 1,384.04 75
8.250 1,384.04 240,000.00
SKOKIE IL 60076 1 04/29/96 00
0380476599 05 06/01/96 0
1616006087 O 05/01/26
0
1508792 074/728 F 320,000.00 ZZ
360 319,508.19 1
167 INDIAN PRARIE LANE 8.500 2,460.52 80
8.250 2,460.52 400,000.00
UNION MO 63084 1 04/29/96 00
0380476623 03 06/01/96 0
1633002720 O 05/01/26
0
1508793 074/728 F 305,850.00 ZZ
360 305,020.87 1
600 OAK FARM CT 8.000 2,244.22 80
7.750 2,244.22 382,320.00
TIMONIUM MD 21093 1 03/05/96 00
0380474776 03 04/01/96 0
1741145939 O 03/01/26
0
1508794 074/728 F 280,000.00 ZZ
360 279,830.37 1
250 S PRESIDENT ST 8.500 2,152.96 80
UNIT 1107 8.250 2,152.96 350,000.00
BALTIMORE MD 21202 1 05/30/96 00
0380473448 06 07/01/96 0
1741155218 O 06/01/26
0
1508795 074/728 F 403,500.00 T
360 401,983.90 1
1
82 OCEAN BLVD. 7.500 2,821.33 74
7.250 2,821.33 550,000.00
SOUTHERN SHORES NC 27949 2 01/23/96 00
0380474172 05 03/01/96 0
1784031080 O 02/01/26
0
1508796 074/728 F 533,000.00 ZZ
360 531,245.38 1
327 BEACON STREET UNIT 4 & 5 7.125 3,590.92 57
6.875 3,590.92 940,000.00
BOSTON MA 02116 2 02/23/96 00
0380473562 01 04/01/96 0
1811057754 O 03/01/26
0
1508798 074/728 F 301,500.00 ZZ
360 301,051.10 1
771 WESTPORT ROAD 7.500 2,108.13 90
7.250 2,108.13 335,000.00
EASTON CT 06612 1 04/09/96 04
0380472515 05 06/01/96 25
1817092576 O 05/01/26
0
1508813 B23/728 F 225,000.00 ZZ
360 225,000.00 1
14602 DEVONSHIRE AVENUE 8.750 1,770.08 90
8.500 1,770.08 250,000.00
TUSTIN CA 92680 1 06/21/96 11
0380471632 03 08/01/96 25
88001321 O 07/01/26
0
1508814 317/728 F 257,300.00 ZZ
360 257,300.00 1
9801 CINNABAR TRAIL 8.625 2,001.26 95
8.375 2,001.26 270,869.00
AUSTIN TX 78726 1 06/12/96 04
0380480492 03 08/01/96 30
225162 O 07/01/26
0
1508824 635/635 F 225,600.00 ZZ
360 225,600.00 1
6823 EAST AMBER SUN DRIVE 8.750 1,774.80 80
8.500 1,774.80 282,093.00
SCOTTSDALE AZ 85262 1 06/01/96 00
6336770 03 08/01/96 0
1
6336770 O 07/01/26
0
1508825 439/728 F 504,000.00 ZZ
360 504,000.00 1
961 GREEN MEADOW LANE 7.850 3,645.61 80
7.600 3,645.61 630,000.00
MAMARONECK NY 10543 1 06/04/96 00
0380482043 05 08/01/96 0
1846551 O 07/01/26
0
1508826 439/728 F 220,500.00 ZZ
360 220,365.04 1
1496 PHEASANT DRIVE 8.450 1,687.65 80
8.200 1,687.65 275,971.00
GILROY CA 95020 1 05/22/96 00
0380482092 05 07/01/96 0
1846848 O 06/01/26
0
1508827 439/728 F 326,700.00 ZZ
360 326,500.03 1
15580 BELLANCA LANE 8.450 2,500.48 90
8.200 2,500.48 363,000.00
WELLINGTON FL 33414 1 05/31/96 10
0380482126 05 07/01/96 25
1851711 O 06/01/26
0
1508828 439/728 F 285,000.00 ZZ
360 285,000.00 1
13574 CONTOUR DRIVE 8.700 2,231.93 75
8.450 2,231.93 380,000.00
SHERMAN OAKS CA 91423 1 05/23/96 00
0380482159 05 08/01/96 0
1852363 O 07/01/26
0
1508829 439/728 F 328,000.00 ZZ
360 328,000.00 1
19351 MANOR POINT CIRCLE 8.300 2,475.70 80
8.050 2,475.70 410,000.00
HUNTINGTON BEAC CA 92648 1 06/04/96 00
0380482167 05 08/01/96 0
1854129 O 07/01/26
0
1
1508830 439/728 F 227,600.00 ZZ
360 227,463.53 1
34878 PALGRAVE RD 8.550 1,758.12 80
8.300 1,758.12 284,500.00
ACTON CA 93510 1 05/16/96 00
0380482225 05 07/01/96 0
1854487 O 06/01/26
0
1508831 439/728 F 215,100.00 ZZ
360 214,974.96 1
15923 REDONDO DRIVE 8.700 1,684.52 90
8.450 1,684.52 239,000.00
TRACY CA 95376 1 05/15/96 10
0380482282 05 07/01/96 25
1854754 O 06/01/26
0
1508832 439/728 F 225,000.00 ZZ
360 225,000.00 1
441 FERN DELL PLACE 8.550 1,738.04 74
8.300 1,738.04 307,000.00
GLENDORA CA 91741 1 06/05/96 00
0380482324 05 08/01/96 0
1854888 O 07/01/26
0
1508833 439/728 F 412,000.00 ZZ
360 412,000.00 1
2951 SHAKESPEARE DRIVE 8.750 3,241.21 80
8.500 3,241.21 515,000.00
SAN MARINO CA 91108 1 05/31/96 00
0380482381 05 08/01/96 0
1855173 O 07/01/26
0
1508834 439/728 F 225,600.00 ZZ
360 225,600.00 1
7516 BAYLISS PLACE 9.000 1,815.23 80
8.750 1,815.23 282,000.00
SAN JOSE CA 95139 1 05/31/96 00
0380482423 05 08/01/96 0
1855253 O 07/01/26
0
1508835 439/728 F 244,000.00 ZZ
360 243,845.99 1
36 NEW JERSEY STREET 8.300 1,841.68 80
8.050 1,841.68 305,000.00
1
DIX HILLS NY 11746 1 05/30/96 00
0380482506 05 07/01/96 0
1855471 O 06/01/26
0
1508836 439/728 F 100,000.00 ZZ
360 99,932.90 1
768 PATTERSON AVENUE 8.000 733.77 59
7.750 733.77 170,000.00
GLENDALE CA 91202 1 05/13/96 00
0380482449 05 07/01/96 0
1855739 O 06/01/26
0
1508837 439/728 F 292,000.00 ZZ
360 291,817.56 1
1625 PACKARD CIRCLE 8.350 2,214.27 90
8.100 2,214.27 324,450.00
CORONA CA 91719 1 05/28/96 10
0380482530 05 07/01/96 25
1856066 O 06/01/26
0
1508839 480/728 F 237,000.00 ZZ
360 236,863.65 1
7419 DRAKE DRIVE 8.750 1,864.48 95
8.500 1,864.48 250,000.00
WARRENTON VA 22186 1 05/23/96 12
0380473901 05 07/01/96 30
1896570 O 06/01/26
0
1508840 439/728 F 150,000.00 ZZ
360 149,913.69 1
321 PALM TRAIL 8.750 1,180.06 30
8.500 1,180.06 500,000.00
DELRAY BEACH FL 33483 1 05/31/96 00
0380482639 05 07/01/96 0
1856874 O 06/01/26
0
1508841 439/728 F 60,000.00 ZZ
360 59,968.23 1
6731 NW 34TH AVENUE 9.150 489.27 63
8.900 489.27 96,000.00
FT LAUDERDALE FL 33309 1 05/31/96 00
0380482688 05 07/01/96 0
1857134 O 06/01/26
0
1
1508842 439/728 F 228,000.00 ZZ
360 228,000.00 1
2100 EAST GLENOAKS BOULEVARD 8.950 1,826.35 95
8.700 1,826.35 240,000.00
GLENDALE CA 91206 1 05/24/96 10
0380482753 05 08/01/96 30
1857184 O 07/01/26
0
1508843 439/728 F 82,500.00 ZZ
360 82,500.00 1
60 CREIGHTON AVENUE 9.050 666.79 75
8.800 666.79 110,000.00
RONKONKOMA NY 11779 1 06/07/96 00
0380482860 05 08/01/96 0
1857204 O 07/01/26
0
1508844 439/728 F 80,000.00 ZZ
360 80,000.00 1
9725 FOOTHILL PLACE 8.550 617.97 56
8.300 617.97 142,857.00
SYLMAR CA 91342 5 06/04/96 00
0380482886 05 08/01/96 0
1857205 O 07/01/26
0
1508845 439/728 F 232,000.00 ZZ
360 232,000.00 1
636 BRENDA LEE DRIVE 8.700 1,816.87 80
8.450 1,816.87 290,000.00
SAN JOSE CA 95123 1 05/17/96 00
0380482902 05 08/01/96 0
1857514 O 07/01/26
0
1508848 439/728 F 92,200.00 ZZ
360 92,081.21 1
1416 DANIELLE DRIVE 8.250 692.67 75
8.000 692.67 123,000.00
BEDFORD TX 76021 1 05/29/96 00
0380482928 05 07/01/96 0
1857825 O 06/01/26
0
1508849 439/728 F 85,400.00 ZZ
360 85,348.26 1
1
6930 DE CELIS PLACE NO. 34 8.500 656.66 70
8.250 656.66 122,000.00
VAN NUYS CA 91406 1 05/23/96 00
0380482936 01 07/01/96 0
1857863 O 06/01/26
0
1508850 439/728 F 400,000.00 ZZ
360 400,000.00 1
188 JAMESON COURT 8.800 3,161.10 67
8.550 3,161.10 600,000.00
SIERRA MADRE CA 91024 1 06/04/96 00
0380482944 05 08/01/96 0
1857912 O 07/01/26
0
1508853 439/728 F 432,000.00 ZZ
360 432,000.00 1
2630 MELVILLE DRIVE 8.550 3,337.03 80
8.300 3,337.03 540,000.00
SAN MARINO CA 91108 2 06/07/96 00
0380482969 05 08/01/96 0
1858493 O 07/01/26
0
1508854 439/728 F 95,000.00 ZZ
360 95,000.00 1
1141 ASHLAND AVENUE 8.900 757.57 53
8.650 757.57 179,245.00
EVANSTON IL 60202 5 06/05/96 00
0380482977 05 08/01/96 0
1858615 O 07/01/26
0
1508855 439/728 F 70,000.00 ZZ
360 70,000.00 1
1100 WEST GAGE AVENUE 8.500 538.24 59
8.250 538.24 120,000.00
LOS ANGELES CA 90044 5 06/05/96 00
0380482985 05 08/01/96 0
1858889 O 07/01/26
0
1508856 439/728 F 163,000.00 ZZ
360 163,000.00 1
16456 PARTHENIA STREET 8.850 1,293.99 75
8.600 1,293.99 220,000.00
SEPULVEDA CA 91343 2 06/04/96 00
0380482993 05 08/01/96 0
1
1858918 O 07/01/26
0
1508858 439/728 F 328,000.00 ZZ
360 328,000.00 1
2696 SOLANA WAY 8.750 2,580.38 80
8.500 2,580.38 410,000.00
LAGUNA BEACH CA 92651 2 06/05/96 00
0380483165 05 08/01/96 0
1859082 O 07/01/26
0
1508860 439/728 F 384,000.00 ZZ
360 383,772.11 2
1314-1316 MASONIC AVENUE 8.600 2,979.89 80
8.350 2,979.89 480,000.00
SAN FRANCISCO CA 94117 1 05/21/96 00
0380483215 05 07/01/96 0
1859111 O 06/01/26
0
1508862 439/728 F 103,500.00 ZZ
360 103,500.00 1
8918 SADDLE TRAIL 8.750 814.24 75
8.500 814.24 138,000.00
SAN ANTONIO TX 78255 1 06/14/96 00
0380483249 05 08/01/96 0
1859451 O 07/01/26
0
1508863 439/728 F 129,300.00 ZZ
360 129,300.00 1
6036 PORTOBELO COURT 8.500 994.21 75
8.250 994.21 172,400.00
SAN DIEGO CA 92124 1 06/11/96 00
0380483306 03 08/01/96 0
1859860 O 07/01/26
0
1508864 439/728 F 60,000.00 ZZ
360 60,000.00 1
5514 NORTH ORIOLE AVENUE 7.550 421.59 38
7.300 421.59 160,000.00
CHICAGO IL 60656 5 06/14/96 00
0380483314 05 08/01/96 0
1859961 O 07/01/26
0
1
1508865 439/728 F 80,000.00 ZZ
360 80,000.00 1
1824 GLENWOOD ROAD 7.750 573.13 52
7.500 573.13 155,000.00
GLENDALE CA 91201 1 06/05/96 00
0380483322 05 08/01/96 0
1860103 O 07/01/26
0
1508866 439/728 F 58,000.00 ZZ
360 58,000.00 1
14581 MACLAY STREET 8.850 460.44 43
8.600 460.44 134,883.00
SAN FERNANDO CA 91340 5 06/07/96 00
0380483330 05 08/01/96 0
1860562 O 07/01/26
0
1508867 439/728 F 30,000.00 ZZ
360 30,000.00 1
4064 PALAU DRIVE 8.850 238.16 29
8.600 238.16 104,500.00
SARASOTA FL 34241 1 06/05/96 00
0380482084 05 08/01/96 0
1860719 O 07/01/26
0
1508868 439/728 F 241,200.00 ZZ
360 241,200.00 1
13214 FIJI WAY #H 8.600 1,871.75 90
8.350 1,871.75 268,000.00
MARINA DEL REY CA 90292 1 06/11/96 10
0380482118 01 08/01/96 25
1861694 O 07/01/26
0
1508869 439/728 F 69,700.00 ZZ
360 69,700.00 1
52 HARBOR LAKE CIRCLE 9.150 568.37 75
8.900 568.37 93,000.00
SAFETY HARBOR FL 34695 1 06/14/96 00
0380482134 05 08/01/96 0
1861895 O 07/01/26
0
1508870 439/728 F 116,200.00 ZZ
360 116,200.00 1
400 EAST RANDOLPH STREET, 9.150 947.55 74
UNIT#3129 8.900 947.55 158,000.00
1
CHICAGO IL 60601 1 06/14/96 00
0380482035 01 08/01/96 0
1862007 O 07/01/26
0
1508872 439/439 F 220,000.00 ZZ
360 220,000.00 1
1427 NORTH WARDMAN DRIVE 8.450 1,683.83 80
8.200 1,683.83 275,000.00
BREA CA 92621 1 06/05/96 00
1855344 05 08/01/96 0
1855344 O 07/01/26
0
1508874 439/439 F 87,300.00 ZZ
360 87,300.00 1
9588 SUNLAND BOULEVARD 8.850 693.04 75
8.600 693.04 116,500.00
SUNLAND CA 91040 1 05/29/96 00
1856687 05 08/01/96 0
1856687 O 07/01/26
0
1508875 439/439 F 102,800.00 ZZ
360 102,800.00 1
1267 OAKGLEN AVENUE 8.100 761.49 28
7.850 761.49 380,000.00
ARCADIA CA 91006 5 06/06/96 00
1859982 05 08/01/96 0
1859982 O 07/01/26
0
1508876 696/728 F 400,000.00 ZZ
360 400,000.00 1
2628 FIVE POINTS ROAD 8.625 3,111.16 43
8.375 3,111.16 950,000.00
MARSHALL VA 22115 2 06/14/96 00
0380480427 05 08/01/96 0
5010920 O 07/01/26
0
1508881 369/728 F 266,800.00 ZZ
360 266,634.16 1
7100 MONTICELLO PARKWAY 8.375 2,027.88 80
8.125 2,027.88 333,500.00
COLLEYVILLE TX 76034 1 05/29/96 00
0380476441 03 07/01/96 0
49596646 O 06/01/26
0
1
1508894 369/728 F 257,500.00 ZZ
360 257,351.85 1
5310 HUISACHE 8.750 2,025.75 84
8.500 2,025.75 307,540.00
BELLAIRE TX 77401 4 05/31/96 04
0380476490 05 07/01/96 12
49508625 O 06/01/26
0
1508895 758/728 F 300,000.00 ZZ
360 300,000.00 1
3115 ELLA LEE LANE 8.375 2,280.22 75
8.125 2,280.22 400,000.00
HOUSTON TX 77019 1 06/17/96 00
0380476573 03 08/01/96 0
UNKNOWN O 07/01/26
0
1508909 074/728 F 400,000.00 ZZ
360 399,286.41 1
655 HAVERFORD AVENUE 8.625 3,111.16 80
8.375 3,111.16 500,000.00
PACIFIC PALISAD CA 90272 5 03/19/96 00
0380479809 05 05/01/96 0
12580121 O 04/01/26
0
1508910 074/728 F 280,000.00 ZZ
360 279,632.42 1
27511 LITTEWOOD DRIVE 8.125 2,079.00 63
7.875 2,079.00 450,000.00
RANCHO PALOS VE CA 90275 5 04/12/96 00
0380474032 05 06/01/96 0
12582158 O 05/01/26
0
1508911 074/728 F 270,000.00 ZZ
360 269,836.43 1
1655 HAWKSWAY COURT 8.500 2,076.07 72
8.250 2,076.07 380,000.00
WESTLAKE VILLAG CA 91361 1 05/01/96 00
0380479817 05 07/01/96 0
12582409 O 06/01/26
0
1508913 074/728 F 860,000.00 ZZ
360 858,167.27 1
1
1500 NORTH BOULEVARD 7.750 6,161.15 61
7.500 6,161.15 1,425,000.00
HOUSTON TX 77006 2 03/25/96 00
0380479833 05 05/01/96 0
13134949 O 04/01/26
0
1508914 074/728 F 300,000.00 ZZ
360 299,649.94 1
1380 LONGWORTH DRIVE 8.700 2,349.40 45
8.450 2,349.40 675,000.00
LOS ANGELES CA 90049 5 04/05/96 00
0380479841 05 06/01/96 0
14103486 O 05/01/26
0
1508915 074/728 F 226,000.00 ZZ
360 225,051.34 1
1444 LAS POSITAS PLACE 7.875 1,638.66 80
7.625 1,638.66 282,500.00
SANTA BARBARA CA 93105 5 12/13/95 00
0380479866 05 02/01/96 0
34040901 O 01/01/26
0
1508916 074/728 F 279,500.00 ZZ
360 279,185.46 1
4817 DENSMORE AVENUE 8.875 2,223.83 65
8.625 2,223.83 430,000.00
ENCINO CA 91436 5 04/01/96 00
0380479874 05 06/01/96 0
34294970 O 05/01/26
0
1508923 074/728 F 269,150.00 ZZ
360 268,456.36 1
5309 LYNN LANE 8.250 2,022.04 88
8.000 2,022.04 307,000.00
ELLICOTT CITY MD 21043 1 02/29/96 11
0380475294 05 04/01/96 25
1587017977 O 03/01/26
0
1508945 267/267 F 600,000.00 ZZ
360 600,000.00 1
7 HEADLAND DRIVE 7.875 4,350.42 80
7.625 4,350.42 750,000.00
RANCHO PALOS VE CA 90275 1 06/05/96 00
4405773 05 08/01/96 0
1
4405773 O 07/01/26
0
1508947 664/728 F 346,800.00 ZZ
360 346,800.00 1
4263 TERI-LYN LANE 9.125 2,821.68 80
8.875 2,821.68 435,000.00
NORTHBROOK IL 60062 2 06/11/96 00
0380476839 05 08/01/96 0
2209807 O 07/01/26
0
1508957 267/267 F 312,000.00 ZZ
360 312,000.00 1
4235 ADMIRABLE DRIVE 8.375 2,371.43 80
8.125 2,371.43 390,000.00
RANCHO PALOS VE CA 90275 1 05/31/96 00
7253418 05 08/01/96 0
7253418 O 07/01/26
0
1508966 685/728 F 218,250.00 BB
360 218,250.00 1
10022 CLYBOURN AVENUE 9.000 1,756.09 75
8.750 1,756.09 291,000.00
SUNLAND AREA CA 91352 1 06/13/96 00
0380478116 05 08/01/96 0
104769 O 07/01/26
0
1508968 685/728 F 244,000.00 ZZ
360 244,000.00 1
735 MAIN STREET 9.125 1,985.26 80
8.875 1,985.26 305,000.00
HUNTINGTON BEAC CA 92648 1 06/12/96 00
0380479098 05 08/01/96 0
104777 O 07/01/26
0
1508973 731/728 F 77,600.00 ZZ
360 77,600.00 1
811 CAPISTRANO AVENUE 9.125 631.38 80
8.875 631.38 98,000.00
SOUTH LAKE TAHO CA 96150 2 06/07/96 00
0380478546 05 08/01/96 0
110540864 O 07/01/26
0
1
1508975 171/728 F 261,000.00 ZZ
360 260,857.43 1
463 NORTH STATE HWY 173 9.000 2,100.07 90
8.750 2,100.07 290,000.00
LAKE ARROWHEAD CA 92352 1 05/24/96 14
0380477811 05 07/01/96 25
67094069 O 06/01/26
0
1508986 637/728 F 234,000.00 ZZ
360 233,861.85 1
3292 FORMBY LANE 8.625 1,820.03 90
8.375 1,820.03 260,000.00
FAIRFIELD CA 94533 1 05/29/96 10
0380475203 03 07/01/96 25
9053828 O 06/01/26
0
1508988 286/286 F 294,500.00 ZZ
360 294,312.20 1
205 BENWELL 8.250 2,212.49 95
8.000 2,212.49 310,000.00
MORRISVILLE NC 27560 1 05/24/96 10
8280956 03 07/01/96 30
8280956 O 06/01/26
0
1508995 637/728 F 300,000.00 ZZ
360 299,818.26 1
24 RIDGEWOOD DRIVE 8.500 2,306.74 90
8.250 2,306.74 336,000.00
SAN RAFEAL CA 94901 1 05/29/96 10
0380478512 05 07/01/96 25
4819926 O 06/01/26
0
1509003 286/286 F 271,850.00 ZZ
360 271,672.65 1
130 FOX FIRE LANE 8.125 2,018.00 75
7.875 2,018.00 362,500.00
LEWISBERRY PA 17339 1 05/28/96 00
931916 05 07/01/96 0
931916 O 06/01/26
0
1509006 286/286 F 455,000.00 ZZ
360 454,738.22 1
2040 MULSANE DR 8.750 3,579.49 80
8.500 3,579.49 570,000.00
1
ZIONSVILLE IN 46077 2 05/31/96 00
8343316 03 07/01/96 0
8343316 O 06/01/26
0
1509012 286/286 F 199,500.00 ZZ
360 199,382.21 1
1081 VIRGINIA AVE 8.625 1,551.70 75
8.375 1,551.70 266,000.00
ATLANTA GA 30306 1 05/31/96 00
931963 05 07/01/96 0
931963 O 06/01/26
0
1509015 286/286 F 215,000.00 ZZ
360 214,866.36 1
105 WYNWARD LANE 8.375 1,634.16 53
8.125 1,634.16 408,750.00
MORRESVILLE NC 28115 1 05/24/96 00
931509 03 07/01/96 0
931509 O 06/01/26
0
1509019 286/286 F 270,000.00 ZZ
360 270,000.00 1
1518 HOLIDAY DRIVE 8.875 2,148.25 95
8.625 2,148.25 285,000.00
SANDWICH IL 60548 1 06/06/96 04
931574 05 08/01/96 30
931574 O 07/01/26
0
1509020 286/286 F 294,400.00 ZZ
360 294,226.18 1
8400 DAVINGTON DR 8.625 2,289.82 80
8.375 2,289.82 368,000.00
DUBLIN OH 43017 1 05/29/96 00
8577058 03 07/01/96 0
8577058 O 06/01/26
0
1509021 286/286 F 436,000.00 ZZ
360 435,729.00 1
1520 BONHAM CT 8.375 3,313.92 80
8.125 3,313.92 545,000.00
IRVING TX 75038 1 05/10/96 00
8428535 03 07/01/96 0
8428535 O 06/01/26
0
1
1509022 286/286 F 273,900.00 ZZ
360 273,119.19 1
3218 STONINGHAM DR 7.750 1,962.26 79
7.500 1,962.26 350,000.00
BIRMINGHAM AL 35243 2 02/23/96 00
8330127 05 04/01/96 0
8330127 O 03/01/26
0
1509027 286/286 F 216,750.00 ZZ
360 216,750.00 1
1324 STONECREST DR 8.375 1,647.46 75
8.125 1,647.46 289,000.00
COPPELL TX 75019 1 06/10/96 00
8428638 05 08/01/96 0
8428638 O 07/01/26
0
1509031 286/286 F 267,300.00 ZZ
360 267,120.64 1
6164 LLANFAIR DRIVE 8.000 1,961.36 90
7.750 1,961.36 297,000.00
COLUMBIA MD 21044 1 05/30/96 14
931802 05 07/01/96 25
931802 O 06/01/26
0
1509033 286/286 F 272,000.00 ZZ
360 272,000.00 1
200 CAVISTON WAY 8.500 2,091.45 90
8.250 2,091.45 302,237.00
MORRISVILLE NC 27560 1 06/12/96 10
8280913 03 08/01/96 25
8280913 O 07/01/26
0
1509034 286/286 F 500,000.00 ZZ
360 499,704.80 1
3680 REMBRANDT RD 8.625 3,888.95 77
8.375 3,888.95 650,000.00
ATLANTA GA 30327 1 05/29/96 00
931821 05 07/01/96 0
931821 O 06/01/26
0
1509035 601/728 F 262,800.00 ZZ
360 262,632.42 1
1
191 SAGEBRUSH DRIVE N W 8.250 1,974.33 90
8.000 1,974.33 292,000.00
CORRALES NM 87048 1 05/24/96 12
0380477092 05 07/01/96 25
1074575 O 06/01/26
0
1509040 286/286 F 360,000.00 ZZ
360 360,000.00 1
1038 S BUTTERNUT 8.375 2,736.27 66
8.125 2,736.27 550,000.00
FRANKFORT IL 60423 2 06/03/96 00
931759 05 08/01/96 0
931759 O 07/01/26
0
1509042 286/286 F 232,200.00 ZZ
360 232,200.00 1
617 SANTA FE BLVD 8.875 1,847.49 90
8.625 1,847.49 260,000.00
KOKOMO IN 46901 1 06/06/96 14
8360986 03 08/01/96 25
8360986 O 07/01/26
0
1509043 286/286 F 333,000.00 ZZ
360 332,776.56 1
6821 BRADBURY LN 8.000 2,443.44 90
7.750 2,443.44 370,000.00
DALLAS TX 75230 1 05/28/96 10
84278508 05 07/01/96 25
84278508 O 06/01/26
0
1509113 375/728 F 124,400.00 ZZ
360 124,322.68 1
3633 35TH AVENUE WEST 8.375 945.53 72
8.125 945.53 174,425.00
SEATTLE WA 98199 1 05/24/96 00
0380477399 05 07/01/96 0
UNKNOWN O 06/01/26
0
1509122 626/728 F 230,000.00 ZZ
360 230,000.00 1
8860 CREEK OAKS LANE 8.750 1,809.42 70
8.500 1,809.42 330,000.00
ORANGEVALE CA 95662 1 05/30/96 00
0380479312 05 08/01/96 0
1
6616536 O 07/01/26
0
1509129 765/728 F 228,000.00 ZZ
360 228,000.00 1
24111 ANGELA STREET 8.875 1,814.08 80
8.625 1,814.08 285,000.00
LAKE FOREST CA 92360 1 06/13/96 00
0380483231 03 08/01/96 0
314178 O 07/01/26
0
1509135 356/728 F 252,000.00 ZZ
360 252,000.00 1
902 VANDA WAY 8.750 1,982.49 90
8.500 1,982.49 280,000.00
FREMONT CA 94536 1 05/30/96 11
0380477225 05 08/01/96 25
2367589 O 07/01/26
0
1509137 069/728 F 395,000.00 ZZ
360 394,778.55 4
266-268 LA VERNE AVENUE 8.875 3,142.80 72
8.625 3,142.80 550,000.00
LONG BEACH CA 90803 1 05/16/96 00
0380479429 05 07/01/96 0
2362111581 O 06/01/26
0
1509138 069/728 F 270,000.00 ZZ
360 269,856.32 1
12661 SILVER FOX ROAD 9.125 2,196.81 75
8.875 2,196.81 360,000.00
LOS ALAMITOS CA 90720 5 05/16/96 00
0380479858 05 07/01/96 0
2112094951 O 06/01/26
0
1509140 069/728 F 382,500.00 ZZ
360 382,500.00 1
2410 NORTH ARDMORE AVENUE 8.625 2,975.05 75
8.375 2,975.05 510,000.00
MANHATTAN BEACH CA 90266 1 06/07/96 00
0380483256 05 08/01/96 0
2362114395 O 07/01/26
0
1
1509146 976/728 F 267,750.00 ZZ
360 267,750.00 1
1861 GREENWOOD ROAD 8.250 2,011.52 90
8.000 2,011.52 298,000.00
PLEASANTON CA 94566 1 06/03/96 04
0380476680 05 08/01/96 25
108707 O 07/01/26
0
1509149 976/728 F 279,000.00 ZZ
360 279,000.00 1
25030 NORTH PALOMINO TRAIL 8.500 2,145.27 90
8.250 2,145.27 310,000.00
SCOTTSDALE AZ 85255 1 06/06/96 04
0380483736 03 08/01/96 25
914208 O 07/01/26
0
1509150 976/728 F 264,000.00 ZZ
360 264,000.00 1
21861 RUSHFORD DRIVE 8.375 2,006.60 80
8.125 2,006.60 330,000.00
LAKE FOREST CA 92360 1 06/12/96 00
0380476805 03 08/01/96 0
938810 O 07/01/26
0
1509153 640/728 F 391,500.00 ZZ
360 391,500.00 1
1522 MASSEY MANOR LANE 8.625 3,045.05 90
8.375 3,045.05 435,000.00
MEMPHIS TN 38120 1 06/17/96 01
0380485343 03 08/01/96 25
UNKNOWN O 07/01/26
0
1509156 976/728 F 453,000.00 ZZ
360 453,000.00 1
9521 BEVERLYWOOD STREET 8.375 3,443.13 67
8.125 3,443.13 682,000.00
LOS ANGELES CA 90034 2 06/04/96 00
0380476862 05 08/01/96 0
085039 O 07/01/26
0
1509173 601/728 F 220,000.00 ZZ
360 220,000.00 1
8540 EAST MCDOWELL ROAD #36 8.875 1,750.42 79
8.625 1,750.42 280,000.00
1
MESA AZ 85207 2 06/06/96 00
0380484981 03 08/01/96 0
36175 O 07/01/26
0
1509196 911/728 F 238,150.00 ZZ
360 238,150.00 1
10481 NW 48 STREET 8.750 1,873.53 67
8.500 1,873.53 360,000.00
MIAMI FL 33178 1 06/28/96 00
0380485285 03 08/01/96 0
UNKNOWN O 07/01/26
0
1509225 995/728 F 104,000.00 ZZ
360 104,000.00 1
1 ALLISON WAY 8.875 827.47 49
8.625 827.47 215,000.00
EMERSON NJ 07630 2 06/14/96 00
0380480732 01 08/01/96 0
GM10031065 O 07/01/26
0
1509246 E22/728 F 496,000.00 ZZ
360 496,000.00 1
14635 CROSSWAY ROAD 8.250 3,726.28 80
8.000 3,726.28 620,000.00
ROCKVILLE MD 20853 1 06/18/96 00
0410117261 05 08/01/96 0
410117261 O 07/01/26
0
1509289 077/077 F 239,600.00 ZZ
360 239,600.00 1
15285 VALENTIA DRIVE 8.000 1,758.10 80
7.750 1,758.10 301,558.00
GRANGER IN 46530 1 06/17/96 00
285847 05 08/01/96 0
285847 O 07/01/26
0
1509301 462/728 F 220,000.00 ZZ
360 219,859.71 1
1667 CALYPSO DRIVE 8.250 1,652.79 62
8.000 1,652.79 359,000.00
APTOS CA 95003 1 05/21/96 00
0380477597 05 07/01/96 0
4477683 O 06/01/26
0
1
1509313 570/570 F 244,600.00 ZZ
360 244,600.00 1
5700 SAN VINCENTE STREET 8.875 1,946.15 95
8.625 1,946.15 257,500.00
CORAL GABLES FL 33146 1 06/10/96 14
5849898 05 08/01/96 30
5849898 O 07/01/26
0
1509321 640/728 F 270,000.00 ZZ
360 270,000.00 1
10 FOLTS CIRCLE 8.750 2,124.09 90
8.500 2,124.09 300,000.00
CHATTANOOGA TN 37415 1 06/06/96 01
0380478132 05 08/01/96 25
100341 O 07/01/26
0
1509322 232/232 F 88,200.00 ZZ
360 88,155.45 1
33830 MYRNA COURT 9.375 733.61 65
9.125 733.61 137,000.00
PINE CO 80470 2 05/13/96 00
11027106 05 07/01/96 0
11027106 O 06/01/26
0
1509326 822/728 F 127,000.00 ZZ
360 127,000.00 1
24 THOR SOLBERG ROAD 8.875 1,010.47 59
8.625 1,010.47 217,000.00
WHITEHOUSE STAT NJ 08889 2 06/03/96 00
0380486002 05 08/01/96 0
0366024310 O 07/01/26
0
1509356 696/728 F 248,000.00 ZZ
360 248,000.00 1
10724 CROSS SCHOOL ROAD 7.875 1,798.17 80
7.625 1,798.17 310,000.00
RESTON VA 22091 1 06/21/96 00
0380480658 03 08/01/96 0
8017707 O 07/01/26
0
1509361 696/728 F 224,800.00 ZZ
360 224,800.00 1
1
4901 27TH STREET NORTH 8.875 1,788.61 80
8.625 1,788.61 281,000.00
ARLINGTON VA 22207 1 06/21/96 00
0380479940 05 08/01/96 0
2157846 O 07/01/26
0
1509362 725/728 F 408,000.00 ZZ
360 408,000.00 1
531 CUMBERLAND DRIVE 8.500 3,137.17 80
8.250 3,137.17 510,000.00
LAKE ARROWHEAD CA 92352 1 06/13/96 00
0380482894 05 08/01/96 0
191027722 O 07/01/26
0
1509370 317/728 F 228,900.00 ZZ
360 228,900.00 1
15 WOODBINE COURT 8.125 1,699.58 80
7.875 1,699.58 286,710.00
NEWTOWN PA 18940 1 06/12/96 00
0380480856 03 08/01/96 0
194473 O 07/01/26
0
1509375 317/728 F 241,550.00 ZZ
360 241,550.00 1
675 AUTUMN CREST COURT 8.250 1,814.69 90
8.000 1,814.69 269,699.00
ODENTON MD 21113 1 06/12/96 12
0380480864 03 08/01/96 25
114488 O 07/01/26
0
1509393 685/728 F 184,000.00 ZZ
360 184,000.00 1
29815 CORTE FALDAS 8.625 1,431.13 80
8.375 1,431.13 230,000.00
TEMECULA CA 92591 1 06/20/96 00
0380483207 05 08/01/96 0
104687 O 07/01/26
0
1509394 936/728 F 424,000.00 ZZ
360 424,000.00 1
1492 SAMEDRA STREET 8.375 3,222.71 78
8.125 3,222.71 548,888.00
SUNNYVALE CA 94087 1 06/03/96 00
0380484718 05 08/01/96 0
1
6073654 O 07/01/26
0
1509395 470/728 F 230,050.00 ZZ
360 229,917.64 1
5563 SAGEBRUSH COURT 8.750 1,809.81 95
8.500 1,809.81 242,208.00
RANCHO CUCAMONG CA 91739 1 05/22/96 10
0380483355 05 07/01/96 30
09040015 O 06/01/26
0
1509397 470/728 F 226,500.00 ZZ
360 226,500.00 1
14 PALERMO 8.875 1,802.14 90
8.625 1,802.14 252,000.00
IRVINE CA 92714 1 06/13/96 11
0380483348 03 08/01/96 25
24150637 O 07/01/26
0
1509399 E57/728 F 384,000.00 ZZ
360 384,000.00 1
522 N. WILCOX AVENUE 8.875 3,055.28 80
8.625 3,055.28 480,000.00
LOS ANGELES CA 90004 1 06/17/96 00
0380481565 05 08/01/96 0
70462005214 O 07/01/26
0
1509400 637/728 F 176,000.00 ZZ
360 176,000.00 1
31982 SUNSET AVENUE 8.500 1,353.29 75
8.250 1,353.29 235,000.00
LAGUNA BEACH CA 92677 1 06/11/96 00
0380483272 05 08/01/96 0
4302022 O 07/01/26
0
1509409 976/728 F 215,000.00 ZZ
360 215,000.00 1
3836 BEVERLY RIDGE DRIVE 8.875 1,710.64 58
SHERMAN OAKS AREA 8.625 1,710.64 373,000.00
LOS ANGELES CA 91423 1 06/03/96 00
0380479304 05 08/01/96 0
085663 O 07/01/26
0
1
1509410 976/728 F 600,000.00 ZZ
360 599,654.79 1
746 RADCLIFFE AVENUE 8.750 4,720.21 80
(PACIFIC PALISADES AREA) 8.500 4,720.21 750,000.00
LOS ANGELES CA 90272 1 05/29/96 00
0380481656 05 07/01/96 0
144727 O 06/01/26
0
1509413 626/728 F 310,800.00 ZZ
360 310,800.00 1
9716 PIAZZA COURT 8.500 2,389.79 80
8.250 2,389.79 388,522.00
CYPRESS CA 90630 1 06/17/96 00
0380481276 05 08/01/96 0
6627822 O 07/01/26
0
1509414 559/728 F 400,000.00 ZZ
360 400,000.00 1
4 ALPINE LILY PLACE 9.000 3,218.50 55
8.750 3,218.50 740,000.00
SAN RAFAEL CA 94903 1 06/14/96 00
0380483363 05 08/01/96 0
5343157 O 07/01/26
0
1509416 976/728 F 229,000.00 ZZ
360 228,868.24 1
5129 SARATOGA AVENUE 8.750 1,801.55 78
8.500 1,801.55 295,000.00
CYPRESS CA 90630 2 05/21/96 00
0380481284 05 07/01/96 0
116661 O 06/01/26
0
1509417 559/728 F 128,800.00 ZZ
360 128,492.50 1
21430 CANYON WAY 8.625 1,001.80 80
8.375 1,001.80 161,000.00
COLFAX CA 95713 1 02/22/96 00
0380483579 05 04/01/96 0
473983 O 03/01/26
0
1509419 936/728 F 569,600.00 ZZ
360 568,474.60 1
5529 EAST SEASIDE WALK 8.125 4,229.27 80
7.875 4,229.27 712,000.00
1
LONG BEACH CA 90803 1 03/21/96 00
0380481987 05 05/01/96 0
6041321541 O 04/01/26
0
1509421 976/728 F 650,000.00 ZZ
360 649,626.02 1
788 TALISMAN COURT 8.750 5,113.56 78
8.500 5,113.56 835,000.00
PALO ALTO CA 94303 1 05/16/96 00
0380481805 05 07/01/96 0
082308 O 06/01/26
0
1509424 637/728 F 247,000.00 ZZ
360 247,000.00 1
10 MACY LANE 8.625 1,921.14 95
8.375 1,921.14 260,000.00
OAKLEY CA 94561 1 06/07/96 01
0380484692 05 08/01/96 25
9055021 O 07/01/26
0
1509427 685/728 F 301,600.00 ZZ
360 301,600.00 1
31781 5TH AVENUE 8.875 2,399.67 80
8.625 2,399.67 377,000.00
LAGUNA BEACH CA 92677 1 06/19/96 00
0380483413 05 08/01/96 0
104715 O 07/01/26
0
1509429 559/728 F 164,800.00 ZZ
360 164,800.00 1
4325 LEAFWOOD CIRCLE WEST 8.375 1,252.60 80
8.125 1,252.60 206,000.00
SANTA ROSA CA 95405 1 06/17/96 00
0380483371 03 08/01/96 0
5330030 O 07/01/26
0
1509430 573/728 F 217,800.00 ZZ
360 217,800.00 1
7832 CEDAR LAKE AVENUE 8.875 1,732.92 90
8.625 1,732.92 242,000.00
SAN DIEGO CA 92119 1 06/19/96 14
0380483181 05 08/01/96 25
105398 O 07/01/26
0
1
1509432 956/728 F 244,000.00 ZZ
360 244,000.00 1
11622 JUAREZ COURT 8.375 1,854.58 80
8.125 1,854.58 305,000.00
DUBLIN CA 94568 1 06/19/96 00
0380486911 05 08/01/96 0
605253 O 07/01/26
0
1509433 637/728 F 272,000.00 ZZ
360 272,000.00 1
1311 SOUTH HELBERTA AVE. 8.375 2,067.40 80
8.125 2,067.40 340,000.00
REDONDO BEACH CA 90277 1 06/03/96 00
0380484668 05 08/01/96 0
3189024 O 07/01/26
0
1509460 E22/728 F 300,000.00 ZZ
360 299,827.40 1
2824 YARDLEY PLACE 8.750 2,360.10 80
8.500 2,360.10 375,000.00
EL DORADO HILLS CA 95762 1 05/23/96 00
0410198907 03 07/01/96 0
410198907 O 06/01/26
0
1509463 E22/728 F 366,000.00 ZZ
360 365,783.92 1
205 SEASCAPE ROAD 8.625 2,846.71 80
8.375 2,846.71 460,000.00
RANCHO PALOS VE CA 90275 2 05/22/96 00
0410145502 03 07/01/96 0
410145502 O 06/01/26
0
1509492 668/728 F 375,000.00 ZZ
360 374,784.25 1
810 NORTH ORCHARD 8.750 2,950.13 75
8.500 2,950.13 500,000.00
MESA AZ 85213 5 05/10/96 00
0380482803 05 07/01/96 0
6742217 O 06/01/26
0
1509493 668/728 F 277,000.00 ZZ
360 276,832.18 1
1
26965 ABERDEEN PLACE 8.500 2,129.90 87
8.250 2,129.90 320,000.00
HAYWARD CA 94542 2 05/08/96 12
0380484775 05 07/01/96 25
6739841 O 06/01/26
0
1509494 668/728 F 300,000.00 ZZ
360 299,808.70 1
992 MIRAMAR STREET 8.250 2,253.80 79
8.000 2,253.80 380,000.00
LAGUNA BEACH CA 92651 1 05/21/96 00
0380478587 05 07/01/96 0
6726251 O 06/01/26
0
1509496 668/728 F 150,000.00 ZZ
360 149,913.69 1
130 HIDALGO AVENUE 8.750 1,180.06 72
8.500 1,180.06 210,000.00
CAYUCOS CA 93430 1 05/13/96 00
0380478520 05 07/01/96 0
6716229 O 06/01/26
0
1509544 668/728 F 239,200.00 ZZ
360 239,058.77 1
316 PARAMOUNT DRIVE 8.625 1,860.48 80
8.375 1,860.48 299,000.00
MILLBRAE CA 94030 1 05/06/96 00
0380484106 05 07/01/96 0
6715254 O 06/01/26
0
1509548 668/728 F 315,000.00 ZZ
360 314,818.77 1
4167 PIPPO LANE 8.750 2,478.11 90
8.500 2,478.11 350,000.00
VACAVILLE CA 95688 1 05/15/96 10
0380479056 05 07/01/96 25
6711527 O 06/01/26
0
1509580 936/728 F 286,600.00 ZZ
360 286,600.00 1
14 TACKWOOD COURT 7.875 2,078.05 80
7.625 2,078.05 358,274.00
SAN RAMON CA 94583 1 06/04/96 00
0380483264 03 08/01/96 0
1
6075246 O 07/01/26
0
1509581 936/728 F 242,000.00 ZZ
360 242,000.00 1
10 JEWITT STREET 8.375 1,839.38 80
8.125 1,839.38 302,500.00
NORTHAMPTON MA 01060 1 06/18/96 00
0380483439 05 08/01/96 0
6068134 O 07/01/26
0
1509588 936/728 F 243,850.00 ZZ
360 243,850.00 1
23408 95TH COURT SOUTH 8.625 1,896.65 95
8.375 1,896.65 256,700.00
KENT WA 98031 1 06/05/96 04
0380487091 05 08/01/96 30
6081442 O 07/01/26
0
1509589 964/728 F 208,800.00 ZZ
360 208,800.00 1
32951 DANACEDAR 8.500 1,605.49 80
8.250 1,605.49 261,000.00
DANA POINT CA 92629 1 06/13/96 00
0380481011 03 08/01/96 0
18601 O 07/01/26
0
1509590 180/728 F 329,200.00 ZZ
360 329,200.00 1
4026 BLACKTHORN DRIVE 8.875 2,619.26 67
8.625 2,619.26 495,000.00
VACAVILLE CA 95688 5 06/07/96 00
0380486994 05 08/01/96 0
4333902 O 07/01/26
0
1509591 B74/728 F 184,000.00 ZZ
360 184,000.00 1
10946 BARMAN AVENUE 9.000 1,480.51 80
8.750 1,480.51 230,000.00
CULVER CITY CA 90230 1 06/14/96 00
0380484726 05 08/01/96 0
961884 O 07/01/26
0
1
1509592 E87/728 F 128,000.00 ZZ
360 128,000.00 1
13613 WYANDOTTE STREET 8.750 1,006.98 80
8.500 1,006.98 160,000.00
VAN NUYS CA 91405 1 06/04/96 00
0380484239 05 08/01/96 0
70000082 O 07/01/26
0
1509594 765/728 F 231,000.00 ZZ
360 231,000.00 1
6154 SARD STREET 8.625 1,796.70 90
8.375 1,796.70 259,000.00
ALTA LOMA CA 91701 2 06/19/96 11
0380483280 05 08/01/96 25
315085 O 07/01/26
0
1509595 069/728 F 147,000.00 ZZ
360 147,000.01 1
1669 WEST CERRITOS AVENUE 8.500 1,130.31 70
8.250 1,130.31 210,000.00
ANAHEIM CA 92802 1 06/07/96 00
0380483835 05 08/01/96 0
2362115178 O 07/01/26
0
1509601 069/728 F 282,000.00 ZZ
360 281,795.90 1
1255 MESA ROAD 7.625 1,995.98 41
7.375 1,995.98 700,000.00
SANTA BARBARA CA 93108 2 05/20/96 00
0380482811 05 07/01/96 0
2112092765 O 06/01/26
0
1509605 201/728 F 440,000.00 ZZ
360 440,000.00 1
3700 GLENWOOD DRIVE 8.250 3,305.58 78
8.000 3,305.58 568,384.00
RICHMOND TX 77469 2 06/07/96 00
0380486051 09 08/01/96 0
7800910478 O 07/01/26
0
1509627 926/728 F 68,500.00 ZZ
360 68,457.42 1
182 EVIAN 8.375 520.65 46
8.125 520.65 152,000.00
1
HILTON HEAD ISL SC 29928 2 04/22/96 00
0380480930 01 06/01/96 0
UNKNOWN O 05/01/26
0
1509643 069/728 F 295,000.00 ZZ
360 295,000.01 1
29931 TRAIL CREEK DRIVE 8.875 2,347.16 77
8.625 2,347.16 385,000.00
AGOURA HILLS CA 91301 2 06/06/96 00
0380481185 03 08/01/96 0
2362111037 O 07/01/26
0
1509645 744/728 F 184,000.00 ZZ
360 184,000.00 1
864 OVERHILL DRIVE 8.625 1,431.13 80
8.375 1,431.13 230,000.00
HAYWARD CA 94544 1 06/24/96 00
0380481045 05 08/01/96 0
21550 O 07/01/26
0
1509646 698/698 F 185,600.00 ZZ
360 185,600.00 1
1311 LUCINDA WAY 8.875 1,476.72 80
8.625 1,476.72 232,000.00
TUSTIN CA 92680 1 06/21/96 00
7403312 05 08/01/96 0
7403312 O 07/01/26
0
1509648 698/728 F 650,000.00 ZZ
360 650,000.00 1
3 NOVA 9.125 5,288.61 71
8.875 5,288.61 925,000.00
IRVINE CA 92715 1 06/24/96 00
0380483694 03 08/01/96 0
19802367 O 07/01/26
0
1509652 776/728 F 508,000.00 ZZ
360 508,000.00 1
10473 HOLMAN AVENUE 8.750 3,996.44 80
8.500 3,996.44 635,000.00
LOS ANGELES CA 90024 2 06/13/96 00
0380483298 05 08/01/96 0
2134001 O 07/01/26
0
1
1509653 744/728 F 273,600.00 ZZ
360 273,600.00 2
201 PRECITA AVENUE 9.125 2,226.10 80
8.875 2,226.10 342,000.00
SAN FRANCISCO CA 94110 1 06/25/96 00
0380481086 05 08/01/96 0
77581 O 07/01/26
0
1509668 624/728 F 240,000.00 ZZ
360 240,000.00 1
2244 FOSTER AVENUE 8.375 1,824.17 71
8.125 1,824.17 340,000.00
VENTURA CA 93001 1 06/06/96 00
0380481102 05 08/01/96 0
72003660086 O 07/01/26
0
1509713 201/728 F 220,000.00 ZZ
360 220,000.00 1
402 LAMONT AVENUE 8.375 1,672.16 80
8.125 1,672.16 275,000.00
SAN ANTONIO TX 78209 2 06/07/96 00
0380486564 05 08/01/96 0
8800907241 O 07/01/26
0
1509716 562/728 F 215,900.00 ZZ
360 215,900.00 1
2526 RIDGE STREET 9.250 1,776.16 90
9.000 1,776.16 239,900.00
YORKTOWN HIGHTS NY 10598 1 06/27/96 11
0380486028 05 08/01/96 25
515676 O 07/01/26
0
1509718 A13/728 F 300,000.00 T
360 300,000.00 1
731 EAST DURANT #18 9.000 2,413.87 80
8.750 2,413.87 375,000.00
ASPEN CO 81611 1 06/14/96 00
0380483850 01 08/01/96 0
960043509 O 07/01/26
0
1509730 731/728 F 200,000.00 ZZ
360 200,000.00 1
1
13050 CHANDLER BOULEVARD 9.000 1,609.25 65
SHERMAN OAKS AREA 8.750 1,609.25 310,000.00
CITY OF LOS ANG CA 91401 1 06/19/96 00
0380483405 05 08/01/96 0
411911891 O 07/01/26
0
1509735 562/728 F 232,750.00 ZZ
360 232,750.00 1
281 LINCOLN AVENUE 9.375 1,935.90 95
9.125 1,935.90 245,000.00
NEW ROCHELLE NY 10801 1 06/27/96 04
0380486242 05 08/01/96 30
514588 O 07/01/26
0
1509739 776/728 F 284,000.00 ZZ
360 284,000.00 1
4048 SUMAC DRIVE 8.375 2,158.60 80
(SHERMAN OAKS AREA) 8.125 2,158.60 355,000.00
LOS ANGELES CA 91403 1 06/06/96 00
0380483553 05 08/01/96 0
1131152 O 07/01/26
0
1509740 957/728 F 126,000.00 ZZ
360 126,000.00 1
9517 WINDY H0LLOW DRIVE 9.125 1,025.18 68
8.875 1,025.18 186,000.00
IRVING TX 75063 1 06/26/96 00
0380480609 03 08/01/96 0
UNKNOWN O 07/01/26
0
1509742 776/728 F 159,200.00 ZZ
360 159,200.00 1
23725 CASTILLA COURT 9.125 1,295.30 80
(VALENCIA AREA) 8.875 1,295.30 199,000.00
SANTA CLARITA CA 91355 1 06/13/96 00
0380486929 05 08/01/96 0
2133999 O 07/01/26
0
1509754 964/728 F 398,000.00 ZZ
360 398,000.00 1
2359 NOGALES STREET 8.500 3,060.28 90
8.250 3,060.28 442,359.00
ROWLAND HEIGHTS CA 91748 1 06/06/96 11
0380480955 05 08/01/96 25
1
18501 O 07/01/26
0
1509757 964/728 F 500,000.00 ZZ
360 500,000.00 1
59 EMERALD 8.500 3,844.57 79
8.250 3,844.57 639,000.00
IRVINE CA 92714 1 06/05/96 00
0380480906 03 08/01/96 0
18512 O 07/01/26
0
1509760 559/728 F 215,000.00 ZZ
360 215,000.00 1
832 MIDDLETON DRIVE 9.000 1,729.94 69
8.750 1,729.94 315,000.00
BOULDER CREEK CA 95006 1 06/13/96 00
0380484817 05 08/01/96 0
5334974 O 07/01/26
0
1509761 450/728 F 286,400.00 ZZ
360 286,400.00 1
37 HAMPTON 8.375 2,176.85 80
8.125 2,176.85 358,000.00
GROSSE POINTE S MI 48236 1 06/17/96 00
0380479403 05 08/01/96 0
4180154 O 07/01/26
0
1509762 964/728 F 243,000.00 ZZ
360 243,000.00 1
12212 FIORI LANE 8.625 1,890.03 80
8.375 1,890.03 305,000.00
OCCIDENTAL CA 95465 1 06/10/96 00
0380485418 05 08/01/96 0
18575 O 07/01/26
0
1509766 299/299 F 244,000.00 T
360 242,943.03 1
9 KNOB HILL PLACE 8.500 1,876.15 80
8.250 1,876.15 305,000.00
WINTERGREEN VA 22958 1 11/15/95 00
630783 05 01/01/96 0
630783 O 12/01/25
0
1
1509785 E22/728 F 190,000.00 ZZ
360 190,000.00 1
398 WEST POINT WASHINGTON ROAD 9.000 1,528.78 75
8.750 1,528.78 253,500.00
SANTA ROSA BEAC FL 32459 2 06/17/96 00
0410190102 05 08/01/96 0
410190102 O 07/01/26
0
1509809 299/299 F 237,000.00 ZZ
360 236,519.72 1
1945 VERMONT 8.000 1,739.03 95
7.750 1,739.03 249,500.00
HOUSTON TX 77019 1 03/18/96 01
641879 05 05/01/96 30
641879 O 04/01/26
0
1509813 299/299 F 222,700.00 ZZ
360 222,351.49 1
347 YORKSHIRE AVE 7.250 1,519.21 83
7.000 1,519.21 270,000.00
WAYNESBORO VA 22980 2 04/10/96 14
636124 05 06/01/96 12
636124 O 05/01/26
0
1509815 299/299 F 308,700.00 ZZ
360 307,257.43 1
933 BRASILENO COURT 8.125 2,292.09 90
7.875 2,292.09 343,000.00
VIRGINIA BEACH VA 23456 1 11/13/95 14
289808 05 01/01/96 25
289808 O 12/01/25
0
1509826 299/299 F 233,800.00 ZZ
360 233,289.12 1
9305 NORTH HARVARD ROAD 7.625 1,654.82 78
7.375 1,654.82 300,000.00
NEWMAN LAKE WA 99025 2 03/11/96 00
7431075 05 05/01/96 0
7431075 O 04/01/26
0
1509837 766/728 F 55,000.00 ZZ
360 55,000.00 1
2340 SW 1 STREET 9.125 447.50 58
8.875 447.50 95,000.00
1
MIAMI FL 33135 2 06/21/96 00
0380479924 05 08/01/96 0
96HA066 O 07/01/26
0
1509840 299/299 F 357,000.00 ZZ
360 356,598.19 4
1326 NW GIRARD STREET 8.875 2,840.46 85
8.625 2,840.46 420,000.00
WASHINGTON DC 20009 4 04/25/96 14
282438 05 06/01/96 12
282438 O 05/01/26
0
1509846 299/299 F 407,500.00 ZZ
360 391,364.30 1
#23 SANDPIPER CIRCLE 7.750 2,919.38 82
7.500 2,919.38 497,634.00
WICHITA KS 67230 1 12/22/95 14
634771 03 02/01/96 12
634771 O 01/01/26
0
1509847 299/299 F 279,000.00 ZZ
360 278,405.39 1
116 PARK AVENUE 7.750 1,998.80 85
7.500 1,998.80 329,000.00
WILMETTE IL 60091 1 03/29/96 12
642467 05 05/01/96 12
642467 O 04/01/26
0
1509849 201/728 F 392,000.00 ZZ
360 392,000.00 1
3012 PURDUE STREET 8.375 2,979.49 70
8.125 2,979.49 560,000.00
UNIVERSITY PARK TX 75225 1 06/07/96 00
0380486176 05 08/01/96 0
8800907100 O 07/01/26
0
1509855 696/728 F 225,200.00 ZZ
360 225,200.00 1
1523 FOREST VILLA LANE 8.250 1,691.85 59
8.000 1,691.85 387,000.00
MCLEAN VA 22101 1 06/26/96 00
0380480781 05 08/01/96 0
2158029 O 07/01/26
0
1
1509875 560/560 F 232,735.67 ZZ
319 232,123.55 1
19 OLD VILLAGE LANE 8.250 1,802.70 77
8.000 1,802.70 305,000.00
KATONAH NY 10536 1 02/27/96 00
220479133 05 05/01/96 0
220479133 O 11/01/22
0
1509876 560/560 F 206,388.85 ZZ
299 205,728.39 1
1404 POND RIDGE DR 8.000 1,594.62 68
7.750 1,594.62 306,000.00
PASADENA MD 21122 1 03/13/96 00
300671955 05 05/01/96 0
300671955 O 03/01/21
0
1509877 560/560 F 313,004.35 ZZ
333 309,237.45 1
2255 SOUTH CR 950 EAST 8.250 2,396.67 42
8.000 2,396.67 750,000.00
ZIONSVILLE IN 46077 1 02/12/96 00
380007568 05 05/01/96 0
380007568 O 01/01/24
0
1509878 560/560 F 534,047.97 ZZ
340 532,330.63 1
861 SW BAY POINTE 7.875 3,929.82 36
7.625 3,929.82 1,500,000.00
PALM CITY FL 34990 1 01/12/96 00
380049107 03 04/01/96 0
380049107 O 07/01/24
0
1509879 560/560 F 293,653.18 ZZ
346 292,832.49 1
1050 WILIKI DRIVE 8.375 2,252.49 84
8.125 2,252.49 350,000.00
HONOLULU HI 96818 1 01/29/96 14
380091737 05 04/01/96 25
380091737 O 01/01/25
0
1509880 560/560 F 301,866.22 ZZ
346 301,154.91 1
1
804 TOWNER PLACE 7.750 2,185.13 78
7.500 2,185.13 390,000.00
ANCHORAGE KY 40223 1 02/21/95 00
380109448 05 05/01/96 0
380109448 O 02/01/25
0
1509881 560/560 F 255,550.00 ZZ
360 255,051.60 1
2537 SUMMIT GLEN 8.500 1,964.96 95
8.250 1,964.96 269,000.00
ESCONDIDO CA 92026 1 03/12/96 04
450365770 03 05/01/96 30
450365770 O 04/01/26
0
1509882 560/560 F 229,500.00 ZZ
360 229,241.71 1
157 CHESTNUT RIDGE RD 8.875 1,826.01 90
8.625 1,826.01 255,000.00
MONTVALE NJ 07645 1 04/11/96 04
450397948 05 06/01/96 25
450397948 O 05/01/26
0
1509883 560/560 F 164,000.00 T
360 163,810.60 1
195 RIVER RUN RD 305 #8055 8.750 1,290.19 80
8.500 1,290.19 205,000.00
KEYSTONE CO 80435 1 04/30/96 00
450405964 01 06/01/96 0
450405964 O 05/01/26
0
1509884 560/560 F 339,200.00 ZZ
360 338,694.95 1
2673 COVE BAY 7.500 2,371.74 80
7.250 2,371.74 424,400.00
WATERFORD MI 48329 1 04/29/96 00
450413596 01 06/01/96 0
450413596 O 05/01/26
0
1509887 560/560 F 285,000.00 ZZ
360 284,575.64 1
290 LARCHWOOD DRIVE 7.500 1,992.77 67
7.250 1,992.77 430,000.00
WARWICK RI 02886 2 04/24/96 00
450415898 05 06/01/96 0
1
450415898 O 05/01/26
0
1509888 560/560 F 302,300.00 ZZ
360 301,959.79 1
662 ROCKY TOP ROAD 8.875 2,405.24 78
8.625 2,405.24 391,200.00
SPARTA TN 38583 2 04/25/96 00
450417613 05 06/01/96 0
450417613 O 05/01/26
0
1509889 560/560 F 485,000.00 ZZ
360 484,410.30 1
8220 PASEO DEL OCASO 8.500 3,729.23 78
8.250 3,729.23 625,000.00
SAN DIEGO CA 92037 2 04/17/96 00
450418876 05 06/01/96 0
450418876 O 05/01/26
0
1509890 560/560 F 450,400.00 ZZ
360 449,777.59 1
9474 S AVENUE 8E 8.375 3,423.37 80
8.125 3,423.37 563,000.00
YUMA AZ 85365 1 04/30/96 00
450419296 05 06/01/96 0
450419296 O 05/01/26
0
1509891 560/560 F 213,285.00 ZZ
360 213,018.94 1
5834 WEST BLOOMFIELD ROAD 8.375 1,621.12 95
8.125 1,621.12 224,513.00
GLENDALE AZ 85304 1 04/30/96 04
450419304 03 06/01/96 30
450419304 O 05/01/26
0
1509892 560/560 F 549,400.00 ZZ
360 548,696.93 1
15808 GLEN UNA DRIVE 8.250 4,127.46 60
8.000 4,127.46 930,000.00
LOS GATOS CA 95030 2 04/29/96 00
450422597 05 06/01/96 0
450422597 O 05/01/26
0
1
1509893 560/560 F 268,800.00 ZZ
360 268,649.30 1
280 TAFT COURT 8.875 2,138.70 80
8.625 2,138.70 336,000.00
PARAMUS NJ 07652 1 05/02/96 00
450422639 05 07/01/96 0
450422639 O 06/01/26
0
1509894 560/560 F 328,300.00 ZZ
360 328,111.11 1
63 BRITTANY LANE 8.750 2,582.74 89
8.500 2,582.74 370,000.00
CARMEL NY 10512 1 05/07/96 10
450424023 05 07/01/96 25
450424023 O 06/01/26
0
1509895 560/560 F 324,000.00 R
360 323,782.60 1
2 DEFARGE WAY 8.000 2,377.40 80
7.750 2,377.40 405,000.00
MORRISTOWN NJ 07960 1 05/07/96 00
450424783 05 07/01/96 0
450424783 O 06/01/26
0
1509896 560/560 F 492,000.00 ZZ
360 491,669.88 1
1461 SNOWMASS CREEK ROAD 8.000 3,610.12 52
7.750 3,610.12 950,000.00
SNOWMASS CO 81654 2 05/08/96 00
450425145 05 07/01/96 0
450425145 O 06/01/26
0
1509897 560/560 F 266,000.00 ZZ
360 265,821.51 1
5 PINE PLACE WEST 8.000 1,951.82 95
7.750 1,951.82 280,000.00
PHILADELPHIA PA 19115 1 05/08/96 04
450425376 05 07/01/96 30
450425376 O 06/01/26
0
1509898 560/560 F 230,000.00 ZZ
360 229,860.66 1
22 RUES ROAD 8.500 1,768.51 88
8.250 1,768.51 262,520.00
1
UPPER FREEHOLD NJ 08514 1 05/08/96 04
450425871 05 07/01/96 25
450425871 O 06/01/26
0
1509899 560/560 F 300,000.00 ZZ
360 299,822.88 1
1437 RICHMAN KNOLL 8.625 2,333.37 72
8.375 2,333.37 420,500.00
FULLERTON CA 92635 1 05/13/96 00
450427489 05 07/01/96 0
450427489 O 06/01/26
0
1509900 560/560 F 237,000.00 ZZ
360 236,870.54 1
511 CUSHING ROAD 9.000 1,906.96 71
8.750 1,906.96 335,000.00
NEWMARKET NH 03857 2 05/15/96 00
450429543 01 07/01/96 0
450429543 O 06/01/26
0
1509901 560/560 F 350,350.00 ZZ
360 350,163.56 1
875 CALLE VALLARTA 9.125 2,850.56 65
8.875 2,850.56 539,000.00
SAN CLEMENTE CA 92672 2 05/15/96 00
450429592 05 07/01/96 0
450429592 O 06/01/26
0
1509902 560/560 F 233,200.00 ZZ
360 233,075.90 1
137 BENCHMARK #611 9.125 1,897.39 80
8.875 1,897.39 291,500.00
AVON CO 81620 1 05/15/96 00
450429881 01 07/01/96 0
450429881 O 06/01/26
0
1509903 560/560 F 305,000.00 ZZ
360 304,790.09 1
67 BRIAN LANE 7.875 2,211.47 48
7.625 2,211.47 640,000.00
AVON CT 06001 2 05/17/96 00
450431945 05 07/01/96 0
450431945 O 06/01/26
0
1
1509904 560/560 F 223,250.00 ZZ
360 223,121.55 1
303 HIGHLAND ROAD 8.750 1,756.31 95
8.500 1,756.31 235,000.00
SOUTH ORANGE NJ 07079 1 05/17/96 10
450432331 05 07/01/96 30
450432331 O 06/01/26
0
1509905 560/560 F 252,450.00 R
360 252,284.86 1
1342 ELDORADO DR 8.125 1,874.44 90
7.875 1,874.44 280,500.00
SUPERIOR CO 80027 1 05/17/96 04
450432976 03 07/01/96 25
450432976 O 06/01/26
0
1509906 560/560 F 358,000.00 ZZ
360 357,794.03 1
1062 EAST AMELIA DRIVE 8.750 2,816.39 79
8.500 2,816.39 454,000.00
LONG BEACH CA 90807 2 05/15/96 00
450433149 05 07/01/96 0
450433149 O 06/01/26
0
1509907 560/560 F 247,450.00 ZZ
360 247,307.63 1
22512 TIERMAS 8.750 1,946.69 87
8.500 1,946.69 285,000.00
MISSION VIEJO CA 92691 2 05/16/96 11
450433156 05 07/01/96 25
450433156 O 06/01/26
0
1509908 560/560 F 291,000.00 ZZ
360 290,828.19 1
30525 GREENBROOK PLACE 8.625 2,263.37 59
8.375 2,263.37 500,000.00
CANYON LAKE CA 92587 2 05/20/96 00
450433313 05 07/01/96 0
450433313 O 06/01/26
0
1509909 560/560 F 275,000.00 ZZ
360 274,833.40 1
1
7006 WINDHAM PARKWAY 8.500 2,114.52 76
8.250 2,114.52 362,000.00
PROSPECT KY 40059 1 05/17/96 00
450434212 05 07/01/96 0
450434212 O 06/01/26
0
1509910 560/560 F 300,000.00 ZZ
360 299,827.40 1
2475 VALLEY ROAD 8.750 2,360.10 66
8.500 2,360.10 455,300.00
JAMISON PA 18929 1 05/21/96 00
450434758 05 07/01/96 0
450434758 O 06/01/26
0
1509911 560/560 F 218,500.00 ZZ
360 218,370.99 1
20 CATHY DRIVE 8.625 1,699.48 95
8.375 1,699.48 230,000.00
ROBBINSVILLE NJ 08691 1 05/20/96 04
450435664 05 07/01/96 30
450435664 O 06/01/26
0
1509912 560/560 F 260,000.00 ZZ
360 259,842.49 1
20612 PACIFIC COAST HIGHWAY 8.500 1,999.18 45
8.250 1,999.18 580,000.00
MALIBU CA 90265 2 05/23/96 00
450436639 05 07/01/96 0
450436639 O 06/01/26
0
1509913 560/560 F 225,000.00 ZZ
360 224,870.55 1
17 SINCLAIR MARTIN DR. 8.750 1,770.08 90
8.500 1,770.08 250,000.00
ROSLYN NY 11576 1 05/23/96 04
450437033 05 07/01/96 25
450437033 O 06/01/26
0
1509915 560/560 F 213,800.00 ZZ
360 213,676.99 1
1 STOWECROFT DRIVE 8.750 1,681.97 90
8.500 1,681.97 237,600.00
HAMPTON NH 03842 1 05/24/96 04
450439203 05 07/01/96 25
1
450439203 O 06/01/26
0
1509916 560/560 F 251,750.00 ZZ
360 251,593.53 1
810 SHADY HOLLOW DR 8.375 1,913.48 95
8.125 1,913.48 265,000.00
GEORGETOWN TX 78628 1 05/26/96 04
450439377 05 07/01/96 30
450439377 O 06/01/26
0
1509917 560/560 F 247,200.00 R
360 247,038.29 1
34 WALNUT PLACE 8.125 1,835.46 80
7.875 1,835.46 309,000.00
COVINGTON LA 70443 1 05/28/96 00
450441068 05 07/01/96 0
450441068 O 06/01/26
0
1509918 560/560 F 544,800.00 T
360 544,486.55 1
129 ATLANTIC AVENUE 8.750 4,285.95 79
8.500 4,285.95 695,000.00
SEABROOK NH 03874 1 05/29/96 00
450441274 05 07/01/96 0
450441274 O 06/01/26
0
1509919 560/560 F 507,500.00 ZZ
360 507,192.55 1
1255 SAN ANTONIO ROAD 8.500 3,902.24 70
8.250 3,902.24 725,000.00
PETALUMA CA 94952 5 05/30/96 00
450443544 05 07/01/96 0
450443544 O 06/01/26
0
1509920 560/560 F 308,000.00 ZZ
360 307,798.52 1
2005 BRISTLECONE COURT 8.125 2,286.90 80
7.875 2,286.90 385,000.00
SANTA ROSA CA 95403 1 05/30/96 00
450443569 03 07/01/96 0
450443569 O 06/01/26
0
1
1509921 560/560 F 232,750.00 ZZ
360 232,605.33 1
221 S BARRY AVE 8.375 1,769.07 95
8.125 1,769.07 245,000.00
MAMARONECK NY 10543 1 05/30/96 04
450444484 05 07/01/96 30
450444484 O 06/01/26
0
1509922 560/560 F 310,000.00 ZZ
360 309,826.21 1
1030 CIRCLE CREEK DRIVE 8.875 2,466.50 62
8.625 2,466.50 500,000.00
LAFAYETTE CA 94549 5 05/30/96 00
450445218 05 07/01/96 0
450445218 O 06/01/26
0
1509923 560/560 F 580,000.00 ZZ
360 579,666.30 1
18766 CABARNET DRIVE 8.750 4,562.87 80
8.500 4,562.87 725,000.00
SARATOGA CA 95070 1 05/30/96 00
450445226 05 07/01/96 0
450445226 O 06/01/26
0
1509924 560/560 F 113,500.00 ZZ
360 113,436.37 1
1334 LIBERTY STREET 8.875 903.06 70
8.625 903.06 163,500.00
EL CERRITO CA 94530 1 05/29/96 00
450445390 05 07/01/96 0
450445390 O 06/01/26
0
1509925 560/560 F 282,400.00 ZZ
360 282,228.91 1
16704 VISTA SUMMIT DRIVE 8.500 2,171.42 95
8.250 2,171.42 297,305.00
RAMONA CA 92065 1 05/30/96 10
450445697 03 07/01/96 30
450445697 O 06/01/26
0
1509926 560/560 F 306,000.00 ZZ
360 305,809.80 1
48 JOHNSON DRIVE 8.375 2,325.83 90
8.125 2,325.83 340,000.00
1
MONTGOMERY NJ 08540 1 05/24/96 04
450446067 05 07/01/96 25
450446067 O 06/01/26
0
1509927 560/560 F 241,100.00 ZZ
360 240,957.65 1
4984 FARMINGTON ROAD 8.625 1,875.26 90
8.375 1,875.26 267,900.00
HARRISBURG PA 17112 1 05/31/96 04
450447669 05 07/01/96 30
450447669 O 06/01/26
0
1509928 560/560 F 356,000.00 ZZ
360 355,767.13 1
1900 CANONERO DR 8.125 2,643.29 80
7.875 2,643.29 445,000.00
AUSTIN TX 78746 1 05/31/96 00
450448741 03 07/01/96 0
450448741 O 06/01/26
0
1509931 560/560 F 400,000.00 ZZ
360 399,724.72 1
912 WESTWOOD 7.875 2,900.28 66
7.625 2,900.28 612,000.00
BIRMINGHAM MI 48009 1 05/31/96 00
450449665 05 07/01/96 0
450449665 O 06/01/26
0
1509933 560/560 F 221,000.00 R
360 221,000.00 1
530 HAMDEN RD 8.125 1,640.92 80
7.875 1,640.92 276,250.00
ANNANDALE NJ 08801 1 06/06/96 00
450452487 05 08/01/96 0
450452487 O 07/01/26
0
1509936 560/560 F 213,655.00 ZZ
360 213,655.00 1
1163 SAN FERNANDO DRIVE 8.000 1,567.73 95
7.750 1,567.73 224,900.00
SALINAS CA 93901 1 06/11/96 04
450454830 05 08/01/96 30
450454830 O 07/01/26
0
1
1509937 560/560 F 274,500.00 R
360 274,500.00 1
5627 BEGONIA DRIVE 8.375 2,086.40 90
8.125 2,086.40 305,000.00
SAN JOSE CA 95124 1 06/11/96 04
450455241 05 08/01/96 25
450455241 O 07/01/26
0
1509938 560/560 F 271,200.00 ZZ
360 271,200.00 1
2919 GRAYSON AVENUE 8.250 2,037.44 80
8.000 2,037.44 339,000.00
LOS ANGELES CA 90291 1 06/12/96 00
450455423 05 08/01/96 0
450455423 O 07/01/26
0
1509939 560/560 F 368,550.00 ZZ
360 368,550.00 1
284 HALL ROAD 8.625 2,866.55 90
8.375 2,866.55 410,000.00
WATSONVILLE CA 95076 2 06/12/96 10
450455522 05 08/01/96 25
450455522 O 07/01/26
0
1509940 560/560 F 235,000.00 ZZ
360 235,000.00 1
13349 N 101ST PLACE 7.875 1,703.92 89
7.625 1,703.92 265,000.00
SCOTTSDALE AZ 85060 1 06/14/96 04
450458310 03 08/01/96 25
450458310 O 07/01/26
0
1509946 105/728 F 244,000.00 ZZ
360 244,000.00 1
1414 POND RIDGE DRIVE 8.500 1,876.15 80
8.250 1,876.15 305,000.00
PASADENA MD 21122 1 06/21/96 00
0380481995 03 08/01/96 0
0808618 O 07/01/26
0
1509959 514/728 F 297,000.00 ZZ
360 297,000.00 1
1
1368 CARPERS FARM WAY 8.250 2,231.26 90
8.000 2,231.26 330,000.00
VIENNA VA 22132 1 06/07/96 11
0380483678 03 08/01/96 25
357597 O 07/01/26
0
1509992 966/728 F 362,000.00 ZZ
360 362,000.00 1
7015 TOKALON DRIVE 8.750 2,847.86 69
8.500 2,847.86 532,000.00
DALLAS TX 75214 1 06/26/96 00
0380482654 05 08/01/96 0
UNKNOWN O 07/01/26
0
1510324 E22/728 F 90,850.00 ZZ
360 90,850.00 1
14814 CROSS JUNCTION STREET 8.750 714.72 80
8.500 714.72 113,806.00
HOUSTON TX 77084 1 06/20/96 00
0410129258 03 08/01/96 0
410129258 O 07/01/26
0
1510855 181/181 F 344,000.00 ZZ
360 343,302.89 1
451 LOS LAURELES ROAD 8.000 2,524.16 80
7.750 2,524.16 430,000.00
CARMEL VALLEY CA 93924 5 03/06/96 00
4919947 05 05/01/96 0
4919947 O 04/01/26
0
1510929 A83/728 F 128,000.00 ZZ
360 127,765.72 1
4710 KANNAH CREEK ROAD 8.500 984.21 45
8.250 984.21 290,000.00
WHITEWATER CO 81527 5 03/27/96 00
0380478348 05 05/01/96 0
128202 O 04/01/26
0
1511058 A83/728 F 250,000.00 ZZ
360 249,711.29 1
3361 POINCIANA AVENUE 8.750 1,966.75 35
8.500 1,966.75 715,000.00
MIAMI FL 33133 1 04/30/96 00
0380478041 05 06/01/96 0
1
128323 O 05/01/26
0
1511060 A83/728 F 250,000.00 ZZ
360 249,671.83 1
279 COACHMANE DRIVE 8.125 1,856.24 67
7.875 1,856.24 375,000.00
SOUTHBURY CT 06488 1 04/26/96 00
0380478082 05 06/01/96 0
128632 O 05/01/26
0
1511061 181/181 F 328,000.00 ZZ
360 327,472.35 1
3737 RED OAK WAY 9.125 2,668.72 80
8.875 2,668.72 410,000.00
REDWOOD CITY CA 94061 2 03/18/96 00
4917391 05 05/01/96 0
4917391 O 04/01/26
0
1511063 A83/728 F 480,000.00 ZZ
360 479,075.42 1
193 HILLCREST DRIVE 8.250 3,606.08 80
8.000 3,606.08 605,000.00
DURANGO CO 81301 2 03/20/96 00
0380478140 05 05/01/96 0
126157 O 04/01/26
0
1511064 A83/728 F 285,300.00 ZZ
360 285,131.56 1
1464 SCENIC VALLEY DRIVE 8.625 2,219.03 79
8.375 2,219.03 362,000.00
LOVELAND CO 80538 2 05/22/96 00
0380478033 05 07/01/96 0
130619 O 06/01/26
0
1511066 181/181 F 260,000.00 ZZ
360 259,850.41 1
1251 SYDNEY DRIVE 8.750 2,045.42 90
8.500 2,045.42 290,000.00
CHARLOTTE NC 28270 1 05/31/96 10
5062861 03 07/01/96 25
5062861 O 06/01/26
0
1
1511067 A83/728 F 211,500.00 ZZ
360 211,255.75 1
2843 73RD STREET 8.750 1,663.87 90
8.500 1,663.87 235,000.00
NEWHALL IA 52315 1 04/24/96 10
0380477977 05 06/01/96 25
116391 O 05/01/26
0
1511068 A83/728 F 227,000.00 ZZ
360 226,615.39 1
983 EAST 1240 SOUTH 8.875 1,806.11 75
8.625 1,806.11 303,800.00
SPANISH FORK UT 84660 4 03/26/96 00
0380478371 05 05/01/96 0
126769 O 04/01/26
0
1511069 181/181 F 279,000.00 ZZ
360 278,859.11 1
320 HIGHWOOD AVENUE 9.375 2,320.58 90
9.125 2,320.58 310,000.00
GLEN ROCK NJ 07452 1 05/30/96 01
5108110 05 07/01/96 25
5108110 O 06/01/26
0
1511071 A83/728 F 213,750.00 ZZ
360 213,630.17 1
2014 TIARA COURT 8.875 1,700.69 75
8.625 1,700.69 285,000.00
GRAND JUNCTION CO 81503 1 05/20/96 00
0380478405 05 07/01/96 0
129999 O 06/01/26
0
1511073 E22/728 F 583,600.00 ZZ
360 583,600.00 1
4508 CHEROKEE TRAIL 8.375 4,435.78 80
8.125 4,435.78 729,500.00
DALLAS TX 75209 1 06/10/96 00
0410083604 05 08/01/96 0
410083604 O 07/01/26
0
1511075 181/181 F 328,500.00 ZZ
360 328,057.69 1
31212 OAKMONT PLACE 8.000 2,410.42 90
7.750 2,410.42 365,000.00
1
LAGUNA NIGUEL CA 92677 1 04/12/96 10
4925823 03 06/01/96 25
4925823 O 05/01/26
0
1511076 A83/728 F 241,800.00 ZZ
360 241,520.76 1
128 LAKESHORE DRIVE NORTH 8.750 1,902.24 72
8.500 1,902.24 339,817.00
PALM HARBOR FL 34684 4 04/26/96 00
0380478413 05 06/01/96 0
130149 O 05/01/26
0
1511077 181/181 F 297,000.00 ZZ
360 296,367.05 1
4341 HARTFIELD COURT 7.750 2,127.75 84
7.500 2,127.75 357,500.00
WEST LAKE VILLA CA 91361 1 03/11/96 14
49250255 03 05/01/96 12
49250255 O 04/01/26
0
1511080 181/181 F 221,000.00 ZZ
360 220,613.81 1
9061 GRIZZLY WAY 8.375 1,679.76 84
8.125 1,679.76 265,000.00
EVERGREEN CO 80439 2 04/22/96 10
4925785 05 06/01/96 12
4925785 O 05/01/26
0
1511085 A83/728 F 256,500.00 ZZ
360 256,188.12 1
128 WOODARD RD 8.500 1,972.26 75
8.250 1,972.26 342,000.00
KATHLEEN GA 31047 2 04/23/96 00
0380478264 05 06/01/96 0
129461 O 05/01/26
0
1511088 A83/728 F 160,570.00 ZZ
360 160,384.55 1
365 MAGGIE MACK 8.750 1,263.21 75
8.500 1,263.21 214,094.00
SEVIERVILLE TN 37862 2 04/26/96 00
0380484585 03 06/01/96 0
126803 O 05/01/26
0
1
1511153 A83/728 F 232,500.00 ZZ
360 232,224.48 1
8000 SINGING WOOD LANE 8.625 1,808.36 75
8.375 1,808.36 310,000.00
SPOTSYLVANIA VA 22553 5 04/09/96 00
0380484601 05 06/01/96 0
129340 O 05/01/26
0
1511265 A83/728 F 314,000.00 ZZ
360 313,627.90 1
9345 ANSLEY LANE 8.625 2,442.26 90
8.375 2,442.26 348,900.00
BRENTWOOD TN 37027 1 04/29/96 01
0380477902 03 06/01/96 25
129836 O 05/01/26
0
1511266 181/181 F 354,500.00 ZZ
360 353,812.11 1
12301 UPPER WYNNEWOOD COURT 8.000 2,601.20 79
7.750 2,601.20 450,000.00
HERNDON VA 22071 2 04/12/96 00
5060753 05 06/01/96 0
5060753 O 05/01/26
0
1511270 601/728 F 310,000.00 ZZ
360 310,000.00 1
12 PORT PASSAGE 8.625 2,411.15 50
8.375 2,411.15 625,000.00
DAUFUSKIE ISLAN SC 29915 2 06/10/96 00
0380480542 03 08/01/96 0
1083380 O 07/01/26
0
1511274 069/728 F 342,400.00 ZZ
360 342,400.00 1
4903 REVLON DRIVE 8.500 2,632.76 80
8.250 2,632.76 428,000.00
LA CANADA-FLINT CA 91011 1 06/13/96 00
0380483942 05 08/01/96 0
2102083280 O 07/01/26
0
1511276 069/728 F 258,600.00 ZZ
360 258,600.00 1
1
9915 CARRARA CIRCLE 8.375 1,965.55 80
8.125 1,965.55 323,267.00
CYPRESS CA 90630 1 06/25/96 00
0380483926 05 08/01/96 0
2022116465 O 07/01/26
0
1511277 069/728 F 247,050.00 ZZ
360 247,050.00 1
2423 JANET LEE DRIVE 8.625 1,921.53 90
8.375 1,921.53 274,500.00
LA CRESCENTA AR CA 91214 1 06/18/96 10
0380484577 05 08/01/96 25
2362112308 O 07/01/26
0
1511279 181/181 F 550,000.00 ZZ
360 550,000.00 1
870 HUNTINGTON CIRCLE 8.375 4,180.40 54
8.125 4,180.40 1,025,000.00
PASADENA CA 91106 1 06/04/96 00
11570 05 08/01/96 0
11570 O 07/01/26
0
1511281 E19/728 F 213,750.00 ZZ
360 213,750.00 1
8422 MCCONNELL AVENUE 9.000 1,719.88 95
8.750 1,719.88 225,000.00
LOS ANGELES CA 90045 1 06/24/96 10
0380485541 05 08/01/96 30
9876 O 07/01/26
0
1511283 765/728 F 311,250.00 ZZ
360 311,250.00 1
9624 CORD AVENUE 8.875 2,476.45 75
8.625 2,476.45 415,000.00
DOWNEY CA 90240 1 06/21/96 00
0380484700 05 08/01/96 0
315861 O 07/01/26
0
1511290 696/728 F 279,200.00 ZZ
360 279,200.00 1
3635 TALLWOOD TERRACE 8.000 2,048.67 80
7.750 2,048.67 349,000.00
FALLS CHURCH VA 22041 1 06/21/96 00
0380483157 03 08/01/96 0
1
2237685 O 07/01/26
0
1511299 E19/728 F 122,400.00 ZZ
360 122,400.00 1
1309 SOUTH CALIFORNIA AVENUE 9.000 984.86 80
8.750 984.86 153,000.00
COMPTON CA 90221 2 06/20/96 00
0380484643 05 08/01/96 0
9137 O 07/01/26
0
1511302 069/728 F 500,000.00 ZZ
360 500,000.00 1
635 HAVANA AVENUE 9.000 4,023.12 80
8.750 4,023.12 628,500.00
LONG BEACH CA 90814 1 06/21/96 00
0380483900 05 08/01/96 0
2362118081 O 07/01/26
0
1511304 299/299 F 148,200.00 ZZ
360 147,651.68 1
6112 GEORGE BAYLOR DRIVE 8.500 1,139.53 95
8.250 1,139.53 156,000.00
CENTREVILLE VA 22020 2 12/28/95 04
634298 09 02/01/96 35
634298 O 01/01/26
0
1511306 624/728 F 166,000.00 ZZ
360 166,000.00 1
5343 HANSELL DRIVE 9.125 1,350.63 80
8.875 1,350.63 207,500.00
SAN JOSE CA 95123 1 06/18/96 00
0380485368 05 08/01/96 0
2100736016 O 07/01/26
0
1511310 601/728 F 300,000.00 ZZ
360 300,000.00 1
5 CROFT LEDGE DRIVE 8.500 2,306.75 76
8.250 2,306.75 395,000.00
BENTONVILLE AR 72712 4 06/17/96 00
0380484908 05 08/01/96 0
1082382 O 07/01/26
0
1
1511313 E22/728 F 101,550.00 ZZ
360 101,550.00 1
1806 NORTH REDWOOD COURT 8.875 807.98 80
8.625 807.98 126,950.00
FOREST GROVE OR 97116 1 06/13/96 00
0410111637 05 08/01/96 0
410111637 O 07/01/26
0
1511329 731/728 F 208,000.00 ZZ
360 208,000.00 1
219 CLIFFWOOD DRIVE 9.000 1,673.62 80
8.750 1,673.62 261,000.00
SIMI VALLEY CA 93065 1 06/17/96 00
0380484833 05 08/01/96 0
8000286 O 07/01/26
0
1511331 299/299 F 262,000.00 ZZ
360 261,253.14 1
3832 CLARKS POINT ROAD 7.750 1,877.00 88
7.500 1,877.00 300,000.00
BALTIMORE MD 21220 4 02/13/96 10
548248 05 04/01/96 25
548248 O 03/01/26
0
1511335 185/728 F 352,800.00 ZZ
360 352,800.00 1
9570 PASSA TEMPO 8.375 2,681.54 90
8.125 2,681.54 392,000.00
RENO NV 89511 1 06/21/96 10
0380485459 05 08/01/96 25
231650 O 07/01/26
0
1511392 385/728 F 105,000.00 ZZ
360 105,000.00 1
4140 TWIN PINE ROAD 9.250 863.81 95
9.000 863.81 110,900.00
PORTSMOUTH VA 23703 2 06/07/96 01
0380485954 05 08/01/96 30
3768751 O 07/01/26
0
1511410 E22/728 F 117,600.00 ZZ
360 117,600.00 1
732 WEST 133RD STREET 9.000 946.24 80
8.750 946.24 147,000.00
1
LOS ANGELES CA 90247 2 06/20/96 00
0410147565 05 08/01/96 0
410147565 O 07/01/26
0
1511416 E22/728 F 284,800.00 ZZ
360 284,800.00 1
301 WINDMILL PARK LANE 8.875 2,266.00 77
8.625 2,266.00 370,000.00
MOUNTAIN VIEW CA 94043 2 06/20/96 00
0410149017 03 08/01/96 0
410149017 O 07/01/26
0
1511427 181/181 F 235,000.00 ZZ
360 234,260.31 1
120 SHADOW CREEK CHASE 8.000 1,724.35 70
7.750 1,724.35 340,000.00
ALPHARETTA GA 30202 2 03/15/96 00
4948807 03 05/01/96 0
4948807 O 04/01/26
0
1511429 181/181 F 370,000.00 ZZ
360 369,770.02 1
307 ANNE COURT 8.375 2,812.27 79
8.125 2,812.27 470,000.00
PROSPECT HEIGHT IL 60070 1 05/20/96 00
5059135 05 07/01/96 0
5059135 O 06/01/26
0
1511431 181/181 F 298,400.00 ZZ
360 298,204.80 1
2731 INDIAN CREST DRIVE 8.125 2,215.62 80
7.875 2,215.62 373,028.00
INDIAN SPRINGS AL 35124 1 05/06/96 00
1013279 05 07/01/96 0
1013279 O 06/01/26
0
1511433 181/181 F 176,450.00 ZZ
360 176,092.43 1
118 WHITFIELD RUN 8.000 1,294.73 80
7.750 1,294.73 220,600.00
PEACHTREE CITY GA 30269 5 02/28/96 00
555395 05 05/01/96 0
555395 O 04/01/26
0
1
1511457 181/181 F 332,000.00 ZZ
360 331,793.63 1
4536 PARK LIVORNO 8.375 2,523.45 80
8.125 2,523.45 415,000.00
CALABASAS CA 91302 1 05/08/96 00
4928440 03 07/01/96 0
4928440 O 06/01/26
0
1511460 181/181 F 373,650.00 ZZ
360 373,171.83 1
21 CHAPARRAL LANE 8.250 2,807.11 72
8.000 2,807.11 525,000.00
BRECKENRIDGE CO 80424 4 04/26/96 00
571929 03 06/01/96 0
571929 O 05/01/26
0
1511469 181/181 F 382,500.00 ZZ
360 382,268.28 1
4800 BENTONBROOK DRIVE 8.500 2,941.09 90
8.250 2,941.09 425,000.00
FAIRFAX VA 22030 2 05/29/96 04
5063311 03 07/01/96 25
5063311 O 06/01/26
0
1511476 976/728 F 330,000.00 ZZ
360 330,000.00 1
3 ATHERWOOD PLACE 8.750 2,596.12 74
8.500 2,596.12 449,950.00
REDWOOD CITY CA 94061 1 06/01/96 00
0380485020 05 08/01/96 0
82041 O 07/01/26
0
1511477 976/728 F 375,900.00 ZZ
360 375,900.00 1
585 CLYDE COURT 8.750 2,957.21 80
8.500 2,957.21 469,900.00
MILPITAS CA 95035 1 06/06/96 00
0380483603 05 08/01/96 0
883373 O 07/01/26
0
1511478 181/181 F 272,000.00 ZZ
360 271,822.08 1
1
11 BISHOPS COURT 8.125 2,019.59 80
7.875 2,019.59 340,000.00
SUGAR LAND TX 77479 1 05/15/96 00
5063442 03 07/01/96 0
5063442 O 06/01/26
0
1511479 267/267 F 212,000.00 ZZ
360 212,000.00 1
3516 SIERRA VISTA AVENUE 8.250 1,592.69 80
8.000 1,592.69 265,000.00
GLENDALE CA 91208 1 06/11/96 00
4401711 05 08/01/96 0
4401711 O 07/01/26
0
1511482 171/728 F 308,000.00 ZZ
360 308,000.00 1
685 PASATIEMPO DRIVE 8.250 2,313.90 80
8.000 2,313.90 385,000.00
SAN LUIS OBISPO CA 93405 1 06/12/96 00
0380486069 05 08/01/96 0
48085423 O 07/01/26
0
1511484 171/728 F 289,750.00 ZZ
360 289,750.00 1
2709 SOUTHWEST PATTON COURT 8.750 2,279.47 95
8.500 2,279.47 305,000.00
PORTLAND OR 97201 1 06/25/96 10
0380484445 05 08/01/96 25
37090717 O 07/01/26
0
1511485 171/728 F 98,300.00 ZZ
360 98,300.00 1
3577 BERKSHIRE STREET 8.750 773.33 66
8.500 773.33 150,300.00
EUGENE OR 97401 1 06/12/96 00
0380484510 05 08/01/96 0
37092344 O 07/01/26
0
1511486 181/181 F 375,000.00 ZZ
360 374,495.08 1
4815 S ELLIS 8.000 2,751.62 53
7.750 2,751.62 720,000.00
CHICAGO IL 60615 5 04/23/96 00
5055571 05 06/01/96 0
1
5055571 O 05/01/26
0
1511490 181/181 F 260,000.00 ZZ
360 259,838.39 1
4481 CHATTAHOOCHEE PLNTN DR 8.375 1,976.19 57
8.125 1,976.19 460,000.00
MARIETTA GA 30067 1 05/15/96 00
08552614 05 07/01/96 0
08552614 O 06/01/26
0
1511495 731/728 F 350,000.00 ZZ
360 350,000.00 1
19751 QUIET BAY LANE 8.875 2,784.76 80
8.625 2,784.76 439,000.00
HUNTINGTON BEAC CA 92648 1 06/24/96 00
0380485319 05 08/01/96 0
411611874 O 07/01/26
0
1511498 181/181 F 340,000.00 ZZ
360 339,788.67 1
10115 HOLLOW GLEN CIRCLE 8.375 2,584.25 80
8.125 2,584.25 430,000.00
LOS ANGELES CA 90077 1 05/09/96 00
4927851 05 07/01/96 0
4927851 O 06/01/26
0
1511500 964/728 F 252,000.00 ZZ
360 252,000.00 1
115 CALLE DE ANDALUCIA 8.375 1,915.38 80
8.125 1,915.38 315,000.00
TORRANCE CA 90277 1 06/18/96 00
0380482076 05 08/01/96 0
18647 O 07/01/26
0
1511502 964/728 F 276,150.00 R
360 276,150.00 1
6 MENTON 8.750 2,172.47 76
8.500 2,172.47 365,700.00
NEWPORT COAST A CA 92657 1 06/25/96 00
0380482183 03 08/01/96 0
18864 O 07/01/26
0
1
1511508 964/728 F 342,000.00 ZZ
360 342,000.00 1
25512 NOTTINGHAM COURT 8.625 2,660.04 80
8.375 2,660.04 427,500.00
LAGUNA HILLS CA 92653 1 06/24/96 00
0380481946 03 08/01/96 0
18911 O 07/01/26
0
1511510 964/728 F 184,000.00 ZZ
360 184,000.00 1
6321 W. 85TH STREET 8.875 1,463.99 80
8.625 1,463.99 230,000.00
LOS ANGELES CA 90045 1 06/19/96 00
0380485640 05 08/01/96 0
18818 O 07/01/26
0
1511517 976/728 F 244,000.00 ZZ
360 244,000.00 1
1723 CRESTVIEW DRIVE 8.250 1,833.10 80
8.000 1,833.10 305,000.00
ROCKVILLE MD 20854 1 06/14/96 00
0380483041 05 08/01/96 0
593479 O 07/01/26
0
1511518 976/728 F 364,500.00 ZZ
360 364,500.00 1
657 VALLEY VIEW COURT 8.250 2,738.37 90
8.000 2,738.37 405,000.00
UPLAND CA 91784 1 06/13/96 10
0380483587 05 08/01/96 25
249025 O 07/01/26
0
1511522 976/728 F 348,750.00 ZZ
360 348,750.00 1
1157 EDINBURGH ROAD 9.000 2,806.13 75
8.750 2,806.13 465,000.00
SAN DIMAS CA 91773 1 06/12/96 00
0380486143 05 08/01/96 0
144925 O 07/01/26
0
1511530 356/728 F 316,000.00 ZZ
360 316,000.00 1
2606 DERBY DRIVE 8.875 2,514.24 80
8.625 2,514.24 395,000.00
1
SAN RAMON CA 94583 1 06/07/96 00
0380483785 05 08/01/96 0
2368629 O 07/01/26
0
1511532 356/728 F 432,000.00 ZZ
360 432,000.00 1
700 MEADOW RIDGE ROAD 8.875 3,437.19 80
8.625 3,437.19 540,000.00
CORRALITOS CA 95076 1 06/06/96 00
0380483710 03 08/01/96 0
2368041 O 07/01/26
0
1511537 624/728 F 233,900.00 ZZ
360 233,900.00 1
10781 EAST LAKE JOY DRIVE 8.750 1,840.09 90
NORTHEAST 8.500 1,840.09 259,950.00
CARNATION WA 98014 1 06/21/96 11
0380483561 05 08/01/96 25
8510016031 O 07/01/26
0
1511540 731/728 F 263,200.00 ZZ
360 263,200.00 1
1320 CAMELITA AVENUE 8.625 2,047.04 80
8.375 2,047.04 329,000.00
BURLINGAME CA 94010 1 06/26/96 00
0380485251 05 08/01/96 0
111852218 O 07/01/26
0
1511543 608/728 F 250,000.00 ZZ
360 250,000.00 1
LOT #13 8.250 1,878.17 85
1 ELSA WAY 8.000 1,878.17 295,000.00
RICHBORO PA 18954 1 06/27/96 04
0380487877 05 08/01/96 25
0050012580 O 07/01/26
0
1511551 069/728 F 220,000.00 ZZ
360 220,000.00 1
8320 SLATE HARBOR CIRCLE 8.875 1,750.42 79
8.625 1,750.42 279,500.00
LAS VEGAS NV 89128 1 06/27/96 00
0380486325 05 08/01/96 0
2082119949 O 07/01/26
0
1
1511554 069/728 F 111,000.00 ZZ
360 111,000.00 1
1416 5TH STREET 9.250 913.17 70
9.000 913.17 160,000.00
LA VERNE CA 91750 2 06/20/96 00
0380485475 05 08/01/96 0
2362117760 O 07/01/26
0
1511555 964/728 F 254,800.00 ZZ
360 254,800.00 1
27022 PACIFIC TERRACE DRIVE 8.750 2,004.51 80
8.500 2,004.51 318,500.00
MISSION VIEJO CA 92692 1 06/18/96 00
0380484825 03 08/01/96 0
118708 O 07/01/26
0
1511557 470/728 F 254,600.00 ZZ
360 254,600.00 1
27634 WOODFIELD PLACE 9.250 2,094.54 95
9.000 2,094.54 268,000.00
VALENCIA CA 91354 1 06/26/96 10
0380486663 03 08/01/96 30
23000939 O 07/01/26
0
1511558 470/728 F 264,000.00 ZZ
360 264,000.00 1
6500 EAST EL JARDIN STREET 9.000 2,124.21 80
8.750 2,124.21 330,000.00
LONG BEACH CA 90815 1 06/24/96 00
0380486218 05 08/01/96 0
24150754 O 07/01/26
0
1511560 776/728 F 213,600.00 ZZ
360 213,600.00 1
3959 OAK HURST CIRCLE 9.000 1,718.67 80
8.750 1,718.67 267,000.00
FAIR OAKS CA 95628 1 06/15/96 00
0380486812 05 08/01/96 0
2330423 O 07/01/26
0
1511563 559/728 F 272,000.00 ZZ
360 272,000.00 1
1
2524 MORLEY WAY 9.000 2,188.58 80
8.750 2,188.58 340,000.00
SACRAMENTO CA 95864 1 06/18/96 00
0380482332 05 08/01/96 0
5334719 O 07/01/26
0
1511566 559/728 F 215,950.00 ZZ
360 215,950.00 1
3625 CLEAR BROOK COURT 8.625 1,679.64 80
8.375 1,679.64 269,990.00
SAN JOSE CA 95111 1 06/12/96 00
0380484742 05 08/01/96 0
5326996 O 07/01/26
0
1511567 559/728 F 399,000.00 ZZ
360 399,000.00 1
115 THUNDERBIRD COURT 8.625 3,103.39 72
8.375 3,103.39 560,000.00
NOVATO CA 94949 1 06/19/96 00
0380485467 05 08/01/96 0
5326152 O 07/01/26
0
1511568 559/728 F 101,250.00 ZZ
360 101,250.00 1
2127 SOPHY PLACE 8.750 796.54 75
8.500 796.54 135,000.00
REDDING CA 96003 1 06/21/96 00
0380482373 05 08/01/96 0
5333836 O 07/01/26
0
1511573 559/728 F 285,250.00 ZZ
360 285,250.00 1
4806 SMITH GATE COURT 8.250 2,142.99 90
8.000 2,142.99 317,000.00
PLEASANTON CA 94566 1 06/19/96 10
0380484114 05 08/01/96 20
5333349 O 07/01/26
0
1511574 961/728 F 290,000.00 ZZ
360 290,000.00 1
75 ANNANDALE ROAD 8.625 2,255.59 80
8.375 2,255.59 362,500.00
PASADENA CA 91105 1 06/07/96 00
0380485376 05 08/01/96 0
1
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0
1511575 685/728 F 291,100.00 ZZ
360 291,100.00 1
72 TESSERA AVENUE 8.875 2,316.12 90
8.625 2,316.12 323,536.00
FOOTHILL RANCH CA 92610 1 06/25/96 10
0380484650 03 08/01/96 25
104907 O 07/01/26
0
1511579 317/728 F 334,500.00 ZZ
360 334,500.00 1
25976 CLIFTON PLACE 8.500 2,572.02 80
8.250 2,572.02 418,132.00
STEVENSON RANCH CA 91381 1 06/11/96 00
0380487182 03 08/01/96 0
218132 O 07/01/26
0
1511583 E22/728 F 211,850.00 ZZ
360 211,850.00 1
11564 KITZBUHEL ROAD 8.875 1,685.57 75
8.625 1,685.57 282,500.00
TRUCKEE CA 96161 5 06/04/96 00
0410199012 03 08/01/96 0
410199012 O 07/01/26
0
1511601 201/728 F 245,000.00 ZZ
360 245,000.00 1
117 WEST ELSMERE PLACE 7.750 1,755.21 67
7.500 1,755.21 371,000.00
SAN ANTONIO TX 78212 1 06/17/96 00
0380486572 05 08/01/96 0
8800908348 O 07/01/26
0
1511619 E22/728 F 131,250.00 ZZ
360 131,250.00 1
680 SUGAR PINE ROAD 8.375 997.59 75
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TAHOE CITY CA 96145 2 06/20/96 00
0410153704 05 08/01/96 0
410153704 O 07/01/26
0
1
1511636 403/403 F 240,000.00 ZZ
360 240,000.00 1
655 LITCHFIELD TURNPIKE 8.250 1,803.04 71
8.000 1,803.04 340,000.00
BETHANY CT 06524 1 06/28/96 00
00006506091 05 08/01/96 0
00006506091 O 07/01/26
0
1511644 686/G01 F 372,500.00 ZZ
360 372,280.07 1
104 WESTON LANE 8.625 2,897.27 80
8.375 2,897.27 465,700.00
AUSTIN TX 78733 1 05/30/96 00
0430000695 03 07/01/96 0
30817668932 O 06/01/26
0
1511646 686/G01 F 192,750.00 ZZ
360 192,750.00 1
93 BENNETT PLACE 8.475 1,478.67 75
8.225 1,478.67 257,000.00
AMITYVILLE NY 11701 1 06/03/96 00
0430000133 05 08/01/96 0
30817381924 O 07/01/26
0
1511647 686/G01 F 59,200.00 ZZ
360 59,165.04 1
1104 W LAMAR STREET 8.625 460.46 66
8.375 460.46 90,000.00
MCKINNEY TX 75069 2 05/31/96 00
0430000166 05 07/01/96 0
30817668981 O 06/01/26
0
1511648 686/G01 F 202,500.00 ZZ
360 202,500.00 1
4351 MAPLEWOOD DRIVE 8.500 1,557.05 75
8.250 1,557.05 270,000.00
TRUSSVILLE AL 35173 1 06/04/96 00
0430000117 05 08/01/96 0
30817669021 O 07/01/26
0
1511655 686/G01 F 50,000.00 ZZ
360 50,000.00 1
6519 CANDLEWOOD DRIVE 8.500 384.46 54
8.250 384.46 93,000.00
1
CHARLOTTE NC 28210 1 06/06/96 00
0430000273 05 08/01/96 0
30817500259 O 07/01/26
0
1511658 686/G01 F 116,000.00 ZZ
360 116,000.00 1
1346 WEST CENTRAL AVENUE 8.625 902.24 80
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DAVIDSONVILLE MD 21035 5 06/05/96 00
0430000323 05 08/01/96 0
30817686637 O 07/01/26
0
1511666 686/G01 F 230,000.00 ZZ
360 230,000.00 1
2903 TRENTWOOD BOULEVARD 8.150 1,711.78 75
7.900 1,711.78 310,000.00
ORLANDO FL 32812 1 06/14/96 00
0430000497 05 08/01/96 0
30817541352 O 07/01/26
0
1511672 686/G01 F 75,000.00 ZZ
360 75,000.00 1
320 CARROLL CLOSE 8.500 576.69 65
8.250 576.69 116,000.00
TARRYTOWN NY 10591 1 06/18/96 00
0430000554 01 08/01/96 0
30817575459 O 07/01/26
0
1511673 686/G01 F 63,700.00 ZZ
360 63,700.00 1
215 HARTFORD AVENUE WEST 8.300 480.80 71
8.050 480.80 90,627.00
UXBRIDGE MA 01569 1 06/19/96 00
0430000562 05 08/01/96 0
30817591746 O 07/01/26
0
1511675 686/G01 F 76,000.00 ZZ
360 76,000.00 1
ROUTE 1 BOX 147A 8.625 591.13 80
8.375 591.13 95,000.00
REVA VA 22735 5 06/14/96 00
0430000570 05 08/01/96 0
30817687924 O 07/01/26
0
1
1511679 686/G01 F 193,500.00 ZZ
360 193,500.00 1
49 SUNNYSIDE PLACE 7.800 1,392.95 66
7.550 1,392.95 293,500.00
IRVINGTON NY 10533 1 06/20/96 00
0430000638 01 08/01/96 0
30817394042 O 07/01/26
0
1511681 686/G01 F 95,000.00 ZZ
360 95,000.00 1
360 SOMERSET WAY 8.500 730.47 66
8.250 730.47 145,000.00
FORT LAUDERDALE FL 33326 1 06/20/96 00
0430000596 03 08/01/96 0
30817546351 O 07/01/26
0
1511684 686/G01 F 272,000.00 ZZ
360 272,000.00 2
252 WEST 139TH STREET 8.150 2,024.36 80
7.900 2,024.36 340,000.00
NEW YORK NY 10030 1 06/21/96 00
0430000653 05 08/01/96 0
30817394026 O 07/01/26
0
1511692 686/G01 F 170,000.00 ZZ
360 170,000.00 1
9732 190TH AVENUE SE 8.375 1,292.13 70
8.125 1,292.13 245,000.00
SNOHOMISH WA 98290 1 06/20/96 00
0430000331 05 08/01/96 0
30817694813 O 07/01/26
0
1511701 686/G01 F 135,000.00 ZZ
360 135,000.00 1
55 BELLMORE ST 8.500 1,038.04 60
8.250 1,038.04 225,000.00
FLORAL PARK NY 11001 1 06/12/96 00
0430000687 05 08/01/96 0
30817433824 O 07/01/26
0
1511751 638/728 F 260,000.00 ZZ
360 260,000.00 1
1
56 WEST SANTA ANITA TERRACE 8.750 2,045.42 75
8.500 2,045.42 350,000.00
ARCADIA CA 91007 1 06/19/96 00
0380482795 05 08/01/96 0
8578596 O 07/01/26
0
1511788 668/728 F 218,250.00 ZZ
360 218,124.43 1
6600 E 5TH AVENUE 8.750 1,716.98 94
8.500 1,716.98 233,280.00
DENVER CO 80220 1 05/31/96 11
0380483777 05 07/01/96 30
0006772974 O 06/01/26
0
1511795 668/728 F 184,000.00 ZZ
360 183,902.08 1
428 BRANDYWINE LANE 9.125 1,497.09 80
8.875 1,497.09 230,000.00
PLEASANT HILL CA 94523 2 05/03/96 00
0380486440 01 07/01/96 0
6736847 O 06/01/26
0
1511797 227/728 F 334,400.00 ZZ
360 334,197.42 1
4973 CHRISTENSEN DRIVE 8.500 2,571.25 80
8.250 2,571.25 418,000.00
LITTLETON CO 80123 1 05/29/96 00
0380483470 05 07/01/96 0
1662148 O 06/01/26
0
1511801 696/728 F 235,000.00 ZZ
360 235,000.00 1
2749 NORTH WAKEFIELD STREET 8.500 1,806.95 63
8.250 1,806.95 373,000.00
ARLINGTON VA 22207 1 06/28/96 00
0380485772 05 08/01/96 0
2158148 O 07/01/26
0
1511803 369/728 F 534,200.00 ZZ
360 534,200.00 1
1265 REDWOOD LANE 8.250 4,013.27 80
8.000 4,013.27 667,790.00
LAFAYETTE CA 94549 1 06/12/96 00
0380481888 05 08/01/96 0
1
48980429 O 07/01/26
0
1511805 936/728 F 489,900.00 T
360 489,900.00 1
3657 OCEAN FRONT WALK 8.875 3,897.87 70
8.625 3,897.87 700,000.00
SAN DIEGO CA 92109 1 06/19/96 00
0380482456 01 08/01/96 0
6078315 O 07/01/26
0
1511806 369/728 F 268,000.00 ZZ
360 268,000.00 1
3802 DEER RUN BEND 8.625 2,084.48 80
8.375 2,084.48 335,000.00
SUGAR LAND TX 77479 1 06/03/96 00
0380481953 03 08/01/96 0
49667447 O 07/01/26
0
1511826 696/728 F 348,500.00 ZZ
360 348,500.00 1
12801 SHADOW OAK LANE 8.250 2,618.16 80
8.000 2,618.16 435,657.00
FAIRFAX VA 22033 1 06/14/96 00
0380485780 03 08/01/96 0
2336907 O 07/01/26
0
1511851 B68/728 F 321,600.00 ZZ
360 321,600.00 1
949 CALLE DEL PACIFICO 8.125 2,387.87 80
7.875 2,387.87 402,000.00
GLENDALE CA 91208 1 06/25/96 00
0380488214 05 08/01/96 0
67026011 O 07/01/26
0
1511859 286/286 F 48,800.00 ZZ
360 48,772.64 1
14 JOHNAMAC SOUTH 8.875 388.28 54
8.625 388.28 92,000.00
LITTLESTOWN PA 17340 1 05/24/96 00
8348171 09 07/01/96 0
8348171 O 06/01/26
0
1
1511870 560/560 F 293,500.00 T
360 293,326.72 1
89 CATSPAW CAPE 8.625 2,282.81 76
8.375 2,282.81 390,000.00
CORONADO CA 92118 2 05/03/96 00
434521471 05 07/01/96 0
434521471 O 06/01/26
0
1511883 232/232 F 380,000.00 ZZ
360 379,803.00 1
1859 WOLCOTT SPRINGS ROAD 9.250 3,126.17 50
9.000 3,126.17 770,000.00
WOLCOTT CO 81655 2 05/15/96 00
11027101 05 07/01/96 0
11027101 O 06/01/26
0
1511887 232/232 F 63,000.00 ZZ
360 62,960.84 1
1516 WHITCOMB ROAD 8.375 478.85 67
8.125 478.85 95,000.00
FORKED RIVER NJ 08731 1 05/28/96 00
7016643 05 07/01/96 0
7016643 O 06/01/26
0
1511917 668/728 F 340,200.00 ZZ
360 340,200.00 1
5835 OAKHILL DRIVE 8.750 2,676.36 90
8.500 2,676.36 378,000.00
SANTA MARIA CA 93455 1 06/20/96 10
0380484759 03 08/01/96 25
6792378 O 07/01/26
0
1511921 757/757 F 322,700.00 ZZ
360 322,700.00 1
4790 BROXBOURNE DRIVE 8.875 2,567.55 80
8.625 2,567.55 403,400.00
MARIETTA GA 30068 1 06/28/96 00
2790194 03 08/01/96 0
2790194 O 07/01/26
0
1511944 E22/728 F 150,000.00 ZZ
360 150,000.00 1
2605 MUIRFIELD TERRACE 8.750 1,180.05 68
8.500 1,180.05 222,619.00
1
HOMESTEAD FL 33035 1 06/27/96 00
0410117121 03 08/01/96 0
0410117121 O 07/01/26
0
1511946 975/728 F 308,000.00 ZZ
360 308,000.00 1
920 BIGBRIAR WAY 8.750 2,423.04 67
8.500 2,423.04 460,000.00
LA CANADA-FLINT CA 91011 2 06/26/96 00
0380483744 05 08/01/96 0
961721 O 07/01/26
0
1511949 936/728 F 300,000.00 ZZ
360 300,000.00 1
26 ESTATES DRIVE 8.375 2,280.22 61
8.125 2,280.22 495,000.00
ORINDA CA 94563 1 06/07/96 00
0380484528 05 08/01/96 0
6075147 O 07/01/26
0
1511950 E22/728 F 150,000.00 ZZ
360 150,000.00 1
2203 CATHERINE STREET 8.875 1,193.47 63
8.625 1,193.47 240,000.00
NORTHBROOK IL 60062 5 06/21/96 00
0410171144 05 08/01/96 0
410171144 O 07/01/26
0
1511951 936/728 F 313,600.00 ZZ
360 313,600.00 1
3425 LANAI DRIVE 8.125 2,328.48 80
7.875 2,328.48 392,000.00
SAN RAMON CA 94583 1 06/13/96 00
0380484627 03 08/01/96 0
6075170 O 07/01/26
0
1511953 936/728 F 360,000.00 ZZ
360 360,000.00 1
779 KENT AVENUE 8.125 2,672.99 60
7.875 2,672.99 608,000.00
SAN CARLOS CA 94070 1 06/04/96 00
0380485665 05 08/01/96 0
6076871 O 07/01/26
0
1
1511955 936/728 F 235,000.00 ZZ
360 235,000.00 1
300 MEADOWOOD COURT 8.250 1,765.48 68
8.000 1,765.48 350,000.00
PLEASANT HILL CA 94523 1 06/05/96 00
0380486341 05 08/01/96 0
6076079 O 07/01/26
0
1511964 765/728 F 80,000.00 ZZ
360 80,000.00 1
5000 GALILEO HILL 8.750 629.37 56
8.500 629.37 145,000.00
CALIFORNIA CITY CA 93505 2 06/25/96 00
0380485095 05 08/01/96 0
315801 O 07/01/26
0
1511969 976/728 F 400,000.00 ZZ
360 400,000.00 1
6935 VERDE RIDGE ROAD 9.125 3,254.54 80
8.875 3,254.54 500,000.00
RANCHO PALOS VE CA 90275 1 06/20/96 00
0380483801 05 08/01/96 0
229617 O 07/01/26
0
1511972 976/728 F 580,000.00 ZZ
360 580,000.00 1
10623 EAST QUARTZ ROCK ROAD 8.500 4,459.70 80
8.250 4,459.70 725,000.00
SCOTTSDALE AZ 85255 1 06/18/96 00
0380486390 03 08/01/96 0
155699 O 07/01/26
0
1511974 976/728 F 247,500.00 ZZ
360 247,500.00 1
3524 BLENHEIM ROAD 8.500 1,903.07 90
8.250 1,903.07 275,000.00
PHOENIX MD 21131 1 06/19/96 04
0380485434 05 08/01/96 25
057437 O 07/01/26
0
1511977 976/728 F 262,500.00 ZZ
360 262,500.00 1
1
RIDGE ROUTE ROAD 8.875 2,088.57 75
8.625 2,088.57 350,000.00
LAKE TENKILLER OK 74955 5 06/14/96 00
0380485079 05 08/01/96 0
045981 O 07/01/26
0
1511982 976/728 F 565,000.00 ZZ
360 565,000.00 1
12 PETTIT COURT 8.250 4,244.66 76
8.000 4,244.66 745,000.00
POTOMAC MD 20854 1 06/24/96 00
0380486234 05 08/01/96 0
902313 O 07/01/26
0
1511985 976/728 F 283,900.00 ZZ
360 283,900.00 1
26 RUNNINGBROOK 8.500 2,182.95 80
8.250 2,182.95 354,900.00
IRVINE CA 92720 1 06/11/96 00
0380483918 03 08/01/96 0
116791 O 07/01/26
0
1512021 640/728 F 309,000.00 ZZ
360 309,000.00 1
1148 OAK RIVER ROAD 8.625 2,403.37 60
8.375 2,403.37 515,000.00
MEMPHIS TN 38120 1 06/20/96 00
0380484452 05 08/01/96 0
UNKNOWN O 07/01/26
0
1512039 696/728 F 348,000.00 ZZ
360 348,000.00 1
10105 MILL WHEEL LANE 8.125 2,583.89 80
7.875 2,583.89 435,000.00
VIENNA VA 22182 1 06/28/96 00
0380485723 05 08/01/96 0
2337566 O 07/01/26
0
1512048 E22/728 F 500,000.00 ZZ
360 500,000.00 1
56 MARIN BAY PARK COURT 8.750 3,933.50 55
8.500 3,933.50 925,000.00
SAN RAFAEL CA 94901 1 06/25/96 00
0410151500 05 08/01/96 0
1
410151500 O 07/01/26
0
1512084 668/728 F 283,000.00 ZZ
360 283,000.00 1
7268 BUCKINGHAM BOULEVARD 8.375 2,151.01 80
8.125 2,151.01 354,000.00
OAKLAND CA 94705 1 06/03/96 00
0380484536 05 08/01/96 0
6775555 O 07/01/26
0
1512165 640/728 F 336,000.00 ZZ
360 336,000.00 1
8790 THREE CHIMNEYS WEST DRIVE 8.750 2,643.31 80
8.500 2,643.31 420,000.00
GERMANTOWN TN 38138 1 06/25/96 00
0380483827 03 08/01/96 0
UNKNOWN O 07/01/26
0
1512173 506/728 F 187,500.00 ZZ
360 187,500.00 1
72495 PITAHAYA STREET 9.000 1,508.67 75
8.750 1,508.67 250,000.00
PALM DESERT CA 92260 2 06/17/96 00
0380487216 05 08/01/96 0
070028105 O 07/01/26
0
1512177 069/728 F 347,250.00 ZZ
360 347,250.00 1
6605 HAWARDEN DRIVE 8.375 2,639.36 75
8.125 2,639.36 463,000.00
RIVERSIDE CA 92506 1 06/06/96 00
0380487927 05 08/01/96 0
2362110120 O 07/01/26
0
1512178 936/728 F 243,200.00 ZZ
360 243,200.00 1
43 MERRILL ROAD 8.250 1,827.09 80
8.000 1,827.09 304,000.00
WATERTOWN MA 02172 1 06/28/96 00
0380488115 05 08/01/96 0
6066260 O 07/01/26
0
1
1512188 776/728 F 183,200.00 ZZ
360 183,200.00 1
17235 WEST MOUNT STEPHEN AVENU 9.000 1,474.07 80
8.750 1,474.07 229,031.00
SANTA CLARITA CA 91351 1 06/17/96 00
0380487521 05 08/01/96 0
2133996 O 07/01/26
0
1512194 992/728 F 260,000.00 ZZ
360 260,000.00 1
17 BYRAM BROOK PLACE 8.500 1,999.18 77
8.250 1,999.18 340,000.00
ARMONK NY 10504 1 07/01/96 00
0380486598 05 08/01/96 0
324151 O 07/01/26
0
1512202 559/728 F 340,000.00 ZZ
360 340,000.00 1
15 RIVERA STREET 8.750 2,674.78 67
8.500 2,674.78 515,000.00
SAN ANSELMO CA 94960 1 06/17/96 00
0380484858 05 08/01/96 0
5328570 O 07/01/26
0
1512212 696/728 F 304,000.00 ZZ
360 304,000.00 1
309 NORTH ROYAL STREET 7.750 2,177.89 80
7.500 2,177.89 380,000.00
ALEXANDRIA VA 22314 1 07/01/96 00
0380485855 07 08/01/96 0
2177953 O 07/01/26
0
1512221 450/728 F 350,500.00 ZZ
360 350,500.00 1
914 SOUTH DODSON AVENUE 8.625 2,726.15 80
8.375 2,726.15 440,000.00
LOS ANGELES CA 90732 5 06/10/96 00
0380483504 05 08/01/96 0
4185385 O 07/01/26
0
1512227 696/728 F 215,200.00 ZZ
360 215,200.00 1
3514 WILSON STREET 8.875 1,712.23 80
8.625 1,712.23 269,000.00
1
FAIRFAX VA 22030 1 06/28/96 00
0380485699 05 08/01/96 0
2367668 O 07/01/26
0
1512236 696/728 F 190,000.00 ZZ
360 190,000.00 1
1113 MORNINGSIDE LANE 8.750 1,494.73 76
8.500 1,494.73 250,000.00
ALEXANDRIA VA 22308 1 06/28/96 00
0380485897 05 08/01/96 0
2277499 O 07/01/26
0
1512267 575/728 F 264,100.00 ZZ
360 263,787.04 1
779 SPRINGBLOOM DRIVE 8.625 2,054.14 95
8.375 2,054.14 278,000.00
MILLERSVILLE MD 21108 1 05/01/96 12
0380486523 03 06/01/96 30
450008739 O 05/01/26
0
1512269 995/728 F 87,500.00 ZZ
360 87,500.00 1
274 CEDAR SWAMP ROAD 8.875 696.19 63
8.625 696.19 139,000.00
JACKSON NJ 08527 2 06/21/96 00
0380486275 05 08/01/96 0
GM10031099 O 07/01/26
0
1512320 163/728 F 324,000.00 ZZ
360 323,777.02 1
8812 HINTON AVENUE 7.875 2,349.23 90
7.625 2,349.23 360,000.00
BALTIMORE MD 21219 1 05/24/96 14
0380483538 05 07/01/96 25
371066658 O 06/01/26
0
1512321 450/728 F 288,000.00 ZZ
360 288,000.00 1
734 ORPHEUS AVENUE 9.000 2,317.31 80
8.750 2,317.31 360,000.00
ENCINITAS CA 92024 2 06/11/96 00
0380485517 05 08/01/96 0
4186839 O 07/01/26
0
1
1512325 898/728 F 264,800.00 ZZ
360 264,800.00 1
225 DEER PATH LANE 8.375 2,012.67 80
8.125 2,012.67 335,000.00
BATTLE CREEK MI 49017 2 06/28/96 00
0380486101 05 08/01/96 0
4553675 O 07/01/26
0
1512378 375/728 F 120,000.00 ZZ
360 119,929.15 1
220 WINDJAMMER E 8.625 933.35 68
8.375 933.35 178,000.00
EMERALD ISLE NC 28594 1 06/07/96 00
0380486317 05 07/01/96 0
327401 O 06/01/26
0
1512379 375/728 F 261,350.00 ZZ
360 261,350.00 1
7713 RUXWOOD ROAD 8.875 2,079.42 75
8.625 2,079.42 348,500.00
RUXTON MD 21204 1 06/03/96 00
0380486291 05 08/01/96 0
960285 O 07/01/26
0
1512418 964/728 F 204,000.00 ZZ
360 204,000.00 1
4900 LEONA STREET 9.125 1,659.81 80
8.875 1,659.81 255,000.00
OAKLAND CA 94619 1 06/25/96 00
0380485327 05 08/01/96 0
18972 O 07/01/26
0
1512440 E20/728 F 125,100.00 ZZ
360 125,100.00 1
1905 MILLERS PATH 9.000 1,006.59 67
8.750 1,006.59 187,000.00
CUMMING GA 30131 2 06/20/96 00
0380485012 05 08/01/96 0
0155736 O 07/01/26
0
1512473 439/728 F 146,700.00 ZZ
360 146,700.00 1
1
2222 EAST NURA AVENUE 8.500 1,128.00 71
8.250 1,128.00 207,000.00
ANAHEIM CA 92806 1 06/18/96 00
0380484767 05 08/01/96 0
1861159 O 07/01/26
0
1512478 439/728 F 273,600.00 ZZ
360 273,600.00 1
1272 CARNE ROAD 8.750 2,152.42 80
8.500 2,152.42 342,000.00
OJAI CA 93023 1 06/20/96 00
0380484783 05 08/01/96 0
18617449 O 07/01/26
0
1512488 668/728 F 96,000.00 ZZ
360 95,938.78 1
1638 BLUEHAVEN DRIVE 8.250 721.22 73
8.000 721.22 132,000.00
SPARKS NV 89434 2 05/06/96 00
0380485145 05 07/01/96 0
6727069 O 06/01/26
0
1512491 668/728 F 272,000.00 ZZ
360 272,000.00 1
43647 SKYE ROAD 8.250 2,043.45 80
8.000 2,043.45 340,000.00
FREMONT CA 94539 1 06/04/96 00
0380485582 03 08/01/96 0
6780084 O 07/01/26
0
1512493 668/728 F 311,000.00 ZZ
360 311,000.00 1
756 SOUTH SKYRIDGE DRIVE 8.250 2,336.44 75
8.000 2,336.44 420,000.00
ANAHEIM CA 92808 2 06/03/96 00
0380485053 03 08/01/96 0
6787089 O 07/01/26
0
1512495 668/728 F 225,000.00 ZZ
360 224,860.14 1
6400 MYSTIC STREET 8.375 1,710.17 57
8.125 1,710.17 397,000.00
OAKLAND CA 94618 1 05/24/96 00
0380484965 05 07/01/96 0
1
6767248 O 06/01/26
0
1512496 668/728 F 244,000.00 ZZ
360 243,840.32 1
5148 GENOVESIO DRIVE 8.125 1,811.70 80
7.875 1,811.70 305,000.00
PLEASANTON CA 94566 1 05/21/96 00
0380485905 03 07/01/96 0
6759021 O 06/01/26
0
1512502 744/728 F 170,400.00 ZZ
360 170,400.00 1
343 JOYCE STREET 8.625 1,325.35 80
8.375 1,325.35 213,000.00
LIVERMORE CA 94550 1 06/24/96 00
0380485566 05 08/01/96 0
21570 O 07/01/26
0
1512503 765/728 F 236,700.00 ZZ
360 236,700.00 1
13725 MOONSHADOW PLACE 8.750 1,862.12 90
8.500 1,862.12 263,000.00
CHINO HILLS CA 91709 1 06/27/96 11
0380487075 05 08/01/96 25
315834 O 07/01/26
0
1512550 936/728 F 250,000.00 BR
360 250,000.00 1
33 MALLETT DRIVE 8.375 1,900.19 76
8.125 1,900.19 333,000.00
TRUMBULL CT 06611 1 06/28/96 00
0380486093 05 08/01/96 0
6075980 O 07/01/26
0
1512551 936/728 F 239,600.00 ZZ
360 239,600.00 1
LOT #2 CANTERBURY LANE 8.500 1,842.32 80
8.250 1,842.32 299,500.00
HOLDEN MA 01520 1 07/01/96 00
0380486259 05 08/01/96 0
6055875 O 07/01/26
0
1
1512557 964/728 F 234,000.00 ZZ
360 234,000.00 1
1443 BELGREEN DRIVE 8.875 1,861.81 90
8.625 1,861.81 260,000.00
WHITTIER AREA CA 90601 1 06/20/96 19
0380485509 05 08/01/96 25
18790 O 07/01/26
0
1512559 731/728 F 270,000.00 ZZ
360 270,000.00 1
1356 DARLING AVENUE 9.000 2,172.48 78
8.750 2,172.48 350,000.00
FRAZIER PARK CA 93225 1 06/25/96 00
0380485673 05 08/01/96 0
4001124 O 07/01/26
0
1512562 664/728 F 300,000.00 ZZ
360 300,000.00 1
2208 PALMER CIRCLE 9.625 2,549.97 74
9.375 2,549.97 407,000.00
NAPERVILLE IL 60564 1 06/28/96 00
0380485657 05 08/01/96 0
2211746 O 07/01/26
0
1512563 698/728 F 460,000.00 ZZ
360 460,000.00 1
4218 RHODES AVENUE 9.000 3,701.26 80
STUDIO CITY AREA 8.750 3,701.26 575,000.00
LOS ANGELES CA 91604 1 06/20/96 00
0380485806 05 08/01/96 0
16252364 O 07/01/26
0
1512568 232/232 F 249,000.00 ZZ
360 249,000.00 1
5318 AVENIDA CUESTA NE 7.875 1,805.43 76
7.625 1,805.43 329,000.00
ALBUQUERQUE NM 87111 1 06/11/96 00
7014156 05 08/01/96 0
7014156 O 07/01/26
0
1512583 A50/A50 F 380,000.00 ZZ
360 380,000.00 1
145 WEXFORD PLACE 8.625 2,955.60 80
8.375 2,955.60 475,000.00
1
ATHENS GA 30606 2 06/11/96 00
UNKNOWN 05 08/01/96 0
UNKNOWN O 07/01/26
0
1512588 731/728 F 114,750.00 ZZ
360 114,750.00 1
844 12TH STREET #3 8.750 902.74 75
8.500 902.74 153,000.00
SANTA MONICA CA 90403 1 06/27/96 00
0380485624 01 08/01/96 0
5000861 O 07/01/26
0
1512607 560/560 F 73,200.00 ZZ
360 73,200.00 1
595 WILD ROSE LANE 9.000 588.99 52
8.750 588.99 141,000.00
IMPERIAL CA 92251 1 06/25/96 00
450469044 05 08/01/96 0
450469044 O 07/01/26
0
1512669 B75/728 F 220,000.00 ZZ
360 220,000.00 1
1359 LATHAM STREET 8.125 1,633.49 66
7.875 1,633.49 335,000.00
MOUNTAIN VIEW CA 94041 1 06/24/96 00
0380486192 05 08/01/96 0
2513091 O 07/01/26
0
1512670 069/728 F 256,000.00 ZZ
360 255,852.71 1
741 THE ALAMEDA 8.750 2,013.96 73
8.500 2,013.96 355,000.00
BERKELEY CA 94707 5 05/14/96 00
0380486796 05 07/01/96 0
2362110666 O 06/01/26
0
1512677 E22/728 F 57,000.00 ZZ
360 56,966.35 1
7510 MAYLAND DRIVE 8.625 443.34 62
8.375 443.34 92,200.00
RICHMOND VA 23294 1 05/31/96 00
0410134142 05 07/01/96 0
410134142 O 06/01/26
0
1
1512718 927/728 F 286,500.00 ZZ
360 286,500.00 1
14480 QUIET MEADOW DRIVE 8.500 2,202.94 80
8.250 2,202.94 360,000.00
RENO NV 89511 1 06/24/96 00
0380486952 03 08/01/96 0
212761 O 07/01/26
0
1512720 E87/728 F 152,000.00 ZZ
360 152,000.00 1
4297 CARPINTERIA AVENUE #10 8.625 1,182.24 50
8.375 1,182.24 310,000.00
CARPINTERIA CA 93013 1 06/14/96 00
0380486549 01 08/01/96 0
70000101 O 07/01/26
0
1512731 171/728 F 363,350.00 ZZ
360 363,146.30 1
8628 NORTH LINDA LANE 8.875 2,890.98 90
8.625 2,890.98 403,740.00
CLOVIS CA 93611 4 05/22/96 01
0380486267 05 07/01/96 25
45083089 O 06/01/26
0
1512733 171/728 F 279,000.00 ZZ
360 279,000.00 1
21811 VIA DE LA LUZ 8.875 2,219.85 90
8.625 2,219.85 310,000.00
TRABUCO CANYON CA 92679 1 06/27/96 10
0380486382 03 08/01/96 25
67094604 O 07/01/26
0
1512734 E67/728 F 224,000.00 ZZ
360 224,000.00 1
60660 TEKAMPE ROAD 8.750 1,762.21 80
8.500 1,762.21 280,000.00
BEND OR 97702 2 07/01/96 00
0380486424 05 08/01/96 0
5194 O 07/01/26
0
1512781 562/728 F 300,000.00 ZZ
360 300,000.00 1
1
2 WAYNE VALLEY ROAD 8.000 2,201.30 57
7.750 2,201.30 530,000.00
ARMONK NY 10504 1 06/24/96 00
0380488149 05 08/01/96 0
512806 O 07/01/26
0
1512786 575/728 F 369,800.00 ZZ
360 369,800.00 1
14 STOCKTON DRIVE 8.500 2,843.44 90
8.250 2,843.44 410,900.00
VOORHEES NJ 08043 1 06/27/96 14
0380488123 05 08/01/96 25
455003686 O 07/01/26
0
1512795 696/728 F 252,000.00 ZZ
360 252,000.00 1
1334 VANETTA LANE 8.375 1,915.38 80
8.125 1,915.38 315,000.00
VIENNA VA 22182 1 07/03/96 00
0380487141 03 08/01/96 0
2138111 O 07/01/26
0
1512821 668/728 F 203,200.00 ZZ
360 203,200.00 1
1842 SHENANDOAH AVENUE 8.875 1,616.76 80
8.625 1,616.76 254,000.00
MILPITAS CA 95035 1 06/18/96 00
0380486960 05 08/01/96 0
6799993 O 07/01/26
0
1512822 668/728 F 299,000.00 ZZ
360 299,000.00 1
8656 NORTH LOCAN AVENUE 8.875 2,378.98 73
8.625 2,378.98 410,000.00
CLOVIS CA 93611 5 06/13/96 00
0380486986 05 08/01/96 0
6793442 O 07/01/26
0
1512914 A13/728 F 246,350.00 ZZ
360 246,350.00 1
10 LONG BOW CIRCLE 8.500 1,894.22 80
8.250 1,894.22 307,950.00
MONUMENT CO 80132 1 07/01/96 00
0380487190 05 08/01/96 0
1
950218696 O 07/01/26
0
1512923 526/728 F 109,000.00 ZZ
360 108,938.89 1
313 ELM ROAD 8.875 867.26 69
8.625 867.26 159,900.00
LITITZ PA 17543 2 05/22/96 00
0380487067 05 07/01/96 0
120157 O 06/01/26
0
1512932 171/728 F 50,000.00 T
360 50,000.00 1
924 LA PAZ ROAD 9.125 406.82 34
8.875 406.82 150,000.00
PLACENTIA CA 92670 1 06/11/96 00
0380487000 01 08/01/96 0
67094367 O 07/01/26
0
1512935 171/728 F 225,000.00 ZZ
360 225,000.00 1
7595 NORTHEAST LOGSDON ROAD 8.750 1,770.08 65
8.500 1,770.08 349,000.00
CORVALLIS OR 97330 5 06/26/96 00
0380486978 05 08/01/96 0
37092354 O 07/01/26
0
1512937 450/728 F 314,900.00 ZZ
360 314,900.00 1
20629 WOODCREEK 8.750 2,477.32 90
8.500 2,477.32 349,900.00
NORTHVILLE TWP MI 48167 1 06/26/96 10
0380487042 05 08/01/96 25
4180576 O 07/01/26
0
1512967 776/728 F 277,600.00 ZZ
360 277,600.00 1
1432 HILLSIDE DRIVE 9.000 2,233.63 80
8.750 2,233.63 347,000.00
GLENDALE CA 91208 1 06/25/96 00
0380487869 05 08/01/96 0
2134885 O 07/01/26
0
1
1512969 776/728 F 252,000.00 ZZ
360 252,000.00 1
32610 BIG SPRINGS ROAD 8.875 2,005.03 80
8.625 2,005.03 315,000.00
ACTON AREA CA 93510 1 06/19/96 00
0380487166 05 08/01/96 0
21340000 O 07/01/26
0
1512986 686/G01 F 251,250.00 ZZ
360 251,250.00 1
10910 SE 281ST STREET 8.375 1,909.69 75
8.125 1,909.69 335,000.00
KENT WA 98031 1 06/05/96 00
0430000505 05 08/01/96 0
30817694078 O 07/01/26
0
1512992 696/728 F 342,400.00 ZZ
360 342,400.00 1
9621 PINKNEY COURT 8.250 2,572.34 80
8.000 2,572.34 428,000.00
POTOMAC MD 20854 1 06/28/96 00
0380486903 05 08/01/96 0
3124264 O 07/01/26
0
1513074 369/728 F 270,000.00 ZZ
360 270,000.00 1
539 CARRIAGE HOUSE LANE 7.375 1,864.83 90
7.125 1,864.83 301,056.00
HARLEYSVILLE PA 19438 1 06/28/96 04
0380487638 05 08/01/96 25
49771926 O 07/01/26
0
1513078 369/728 F 270,000.00 ZZ
360 270,000.00 1
8300 PLUM CREEK DRIVE 8.250 2,028.43 90
8.000 2,028.43 300,000.00
GAITHERSBURG MD 20882 1 06/28/96 11
0380487752 05 08/01/96 25
49016660 O 07/01/26
0
1513124 570/570 F 207,750.00 ZZ
360 207,633.53 1
79 WEST PLAZA DEL LAGO 8.875 1,652.95 75
8.625 1,652.95 277,000.00
1
ISLAMORADA FL 33036 1 05/29/96 00
58449757 05 07/01/96 0
58449757 O 06/01/26
0
1513135 687/728 F 267,900.00 BB
360 267,900.00 1
7522 CHRISLAND COVE 8.500 2,059.92 90
8.250 2,059.92 297,675.00
FALLS CHURCH VA 22042 1 06/27/96 11
0380488099 09 08/01/96 25
1550748 O 07/01/26
0
1513139 559/728 F 138,600.00 T
360 138,600.00 1
15773 TRAPPER POINT ROAD 8.875 1,102.77 70
8.625 1,102.77 198,000.00
SISTERS OR 97759 1 06/28/96 00
0380487604 05 08/01/96 0
5348420 O 07/01/26
0
TOTAL NUMBER OF LOANS : 1,340
TOTAL ORIGINAL BALANCE : 364,711,156.87
TOTAL PRINCIPAL BALANCE : 364,183,311.55
TOTAL ORIGINAL P+I : 2,833,802.83
TOTAL CURRENT P+I : 2,833,802.83
***************************
* END OF REPORT *
***************************
<PAGE>
RUN ON : 07/25/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.14.25 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S16 CUTOFF : 07/01/96
POOL : 0004214
:
:
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 STRIP RATE STRIP
- -------------------------------------------------------------------------------
1432351 .2500
280,771.12 .0800
8.8750 .0000
8.6250 .0000
8.5450 .7950
7.7500 .0000
1436346 .2500
339,515.13 .0800
8.7500 .0000
8.5000 .0000
8.4200 .6700
7.7500 .0000
1436363 .2500
119,522.88 .0800
8.7500 .0000
8.5000 .0000
8.4200 .6700
7.7500 .0000
1440419 .2500
280,124.37 .0800
8.7500 .0000
8.5000 .0000
8.4200 .6700
7.7500 .0000
1443247 .2500
113,373.62 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1446569 .2500
245,451.21 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1
1447260 .2500
148,115.22 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1448951 .2500
253,774.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1456627 .2500
231,852.06 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1462274 .2500
339,771.87 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1464412 .2500
140,349.91 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1469800 .2500
968,398.53 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1470417 .2500
398,520.05 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1471167 .2500
533,437.68 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
7.2950 .0000
1
1472345 .2500
300,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1473018 .2500
259,854.24 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1474016 .2500
286,916.45 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1475938 .2500
341,192.97 .0800
9.0000 .0000
8.7500 .0000
8.6700 .9200
7.7500 .0000
1478127 .2500
288,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1478303 .2500
263,725.20 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1478906 .2500
232,050.45 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1479242 .2500
379,792.43 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1
1479724 .2500
256,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1479953 .2500
186,354.08 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1480186 .2500
259,093.48 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1480365 .2500
315,644.37 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1481103 .2500
72,118.74 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1481896 .2500
249,243.36 .0800
7.4500 .0000
7.2000 .0000
7.1200 .0000
7.1200 .0000
1481922 .2500
213,399.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1482040 .2500
784,486.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1
1482964 .2500
157,331.74 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1483291 .2500
236,319.23 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1483370 .2500
288,273.27 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1483418 .2500
78,917.78 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1484012 .2500
250,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1484033 .2500
377,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .5450
7.7500 .0000
1485172 .2500
232,438.12 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1486042 .2500
330,643.43 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1
1486325 .2500
255,856.47 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1486447 .2500
312,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1486604 .2500
211,378.32 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1486896 .2500
227,593.58 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1487224 .2500
233,443.72 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1487292 .2500
283,680.38 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1487576 .2500
338,028.91 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1487664 .2500
215,413.53 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1
1488264 .2500
103,329.14 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1488765 .2500
122,312.97 .0300
9.3750 .0000
9.1250 .0000
9.0950 1.3450
7.7500 .0000
1489174 .2500
206,883.30 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1489260 .2500
343,345.08 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1489304 .2500
101,332.40 .0800
9.0000 .0000
8.7500 .0000
8.6700 .9200
7.7500 .0000
1489335 .2500
308,314.49 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1489520 .2500
160,907.37 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1489589 .2500
371,800.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1
1489695 .2500
230,000.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 1.1700
7.7500 .0000
1489835 .2500
550,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1489885 .2500
284,679.26 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1489986 .2500
214,053.42 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1490049 .2500
618,088.95 .0300
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7.7500 .0000
1511551 .2500
220,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1511554 .2500
111,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1511555 .2500
254,800.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511557 .2500
254,600.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 1.2200
7.7500 .0000
1511558 .2500
264,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1511560 .2500
213,600.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1511563 .2500
272,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1
1511566 .2500
215,950.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1511567 .2500
399,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1511568 .2500
101,250.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511573 .2500
285,250.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1511574 .2500
290,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1511575 .2500
291,100.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1511579 .2500
334,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1511583 .2500
211,850.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1
1511601 .2500
245,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1511619 .2500
131,250.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1511636 .2500
240,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .1700
7.7500 .0000
1511644 .2500
372,280.07 .0800
8.6250 .0000
8.3750 .0000
8.2950 .5450
7.7500 .0000
1511646 .2500
192,750.00 .0800
8.4750 .0000
8.2250 .0000
8.1450 .3950
7.7500 .0000
1511647 .2500
59,165.04 .0800
8.6250 .0000
8.3750 .0000
8.2950 .5450
7.7500 .0000
1511648 .2500
202,500.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1511655 .2500
50,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1
1511658 .2500
116,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .5450
7.7500 .0000
1511666 .2500
230,000.00 .0800
8.1500 .0000
7.9000 .0000
7.8200 .0700
7.7500 .0000
1511672 .2500
75,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1511673 .2500
63,700.00 .0800
8.3000 .0000
8.0500 .0000
7.9700 .2200
7.7500 .0000
1511675 .2500
76,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .5450
7.7500 .0000
1511679 .2500
193,500.00 .0800
7.8000 .0000
7.5500 .0000
7.4700 .0000
7.4700 .0000
1511681 .2500
95,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1511684 .2500
272,000.00 .0800
8.1500 .0000
7.9000 .0000
7.8200 .0700
7.7500 .0000
1
1511692 .2500
170,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1511701 .2500
135,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .4200
7.7500 .0000
1511751 .2500
260,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511788 .2500
218,124.43 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511795 .2500
183,902.08 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1511797 .2500
334,197.42 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1511801 .2500
235,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1511803 .2500
534,200.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1
1511805 .2500
489,900.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1511806 .2500
268,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1511826 .2500
348,500.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1511851 .2500
321,600.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1511859 .2500
48,772.64 .0800
8.8750 .0000
8.6250 .0000
8.5450 .7950
7.7500 .0000
1511870 .2500
293,326.72 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1511883 .2500
379,803.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 1.1700
7.7500 .0000
1511887 .2500
62,960.84 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1
1511917 .2500
340,200.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511921 .2500
322,700.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .7950
7.7500 .0000
1511944 .2500
150,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511946 .2500
308,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511949 .2500
300,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1511950 .2500
150,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1511951 .2500
313,600.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1511953 .2500
360,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1
1511955 .2500
235,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1511964 .2500
80,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1511969 .2500
400,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1511972 .2500
580,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1511974 .2500
247,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1511977 .2500
262,500.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1511982 .2500
565,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1511985 .2500
283,900.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1
1512021 .2500
309,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1512039 .2500
348,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1512048 .2500
500,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512084 .2500
283,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1512165 .2500
336,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512173 .2500
187,500.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1512177 .2500
347,250.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1512178 .2500
243,200.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1
1512188 .2500
183,200.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1512194 .2500
260,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1512202 .2500
340,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512212 .2500
304,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .0000
7.4700 .0000
1512221 .2500
350,500.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1512227 .2500
215,200.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512236 .2500
190,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512267 .2500
263,787.04 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1
1512269 .2500
87,500.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512320 .2500
323,777.02 .0300
7.8750 .0000
7.6250 .0000
7.5950 .0000
7.5950 .0000
1512321 .2500
288,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1512325 .2500
264,800.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1512378 .2500
119,929.15 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1512379 .2500
261,350.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512418 .2500
204,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1512440 .2500
125,100.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1
1512473 .2500
146,700.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1512478 .2500
273,600.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512488 .2500
95,938.78 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1512491 .2500
272,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1512493 .2500
311,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1512495 .2500
224,860.14 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1512496 .2500
243,840.32 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1512502 .2500
170,400.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1
1512503 .2500
236,700.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512550 .2500
250,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1512551 .2500
239,600.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1512557 .2500
234,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512559 .2500
270,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1512562 .2500
300,000.00 .0300
9.6250 .0000
9.3750 .0000
9.3450 1.5950
7.7500 .0000
1512563 .2500
460,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1512568 .2500
249,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
7.5450 .0000
1
1512583 .2500
380,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .5450
7.7500 .0000
1512588 .2500
114,750.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512607 .2500
73,200.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1512669 .2500
220,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0950
7.7500 .0000
1512670 .2500
255,852.71 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512677 .2500
56,966.35 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1512718 .2500
286,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1512720 .2500
152,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .5950
7.7500 .0000
1
1512731 .2500
363,146.30 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512733 .2500
279,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512734 .2500
224,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512781 .2500
300,000.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1512786 .2500
369,800.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1512795 .2500
252,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .3450
7.7500 .0000
1512821 .2500
203,200.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512822 .2500
299,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1
1512914 .2500
246,350.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1512923 .2500
108,938.89 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512932 .2500
50,000.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 1.0950
7.7500 .0000
1512935 .2500
225,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512937 .2500
314,900.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .7200
7.7500 .0000
1512967 .2500
277,600.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .9700
7.7500 .0000
1512969 .2500
252,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
1512986 .2500
251,250.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .2950
7.7500 .0000
1
1512992 .2500
342,400.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1513074 .2500
270,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1513078 .2500
270,000.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .2200
7.7500 .0000
1513124 .2500
207,633.53 .0800
8.8750 .0000
8.6250 .0000
8.5450 .7950
7.7500 .0000
1513135 .2500
267,900.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .4700
7.7500 .0000
1513139 .2500
138,600.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .8450
7.7500 .0000
TOTAL NUMBER OF LOANS: 1340
TOTAL BALANCE........: 364,183,311.55
RUN ON : 07/25/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.14.25 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S16 FIXED SUMMARY REPORT CUTOFF : 07/01/96
POOL : 0004214
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
- -------------------------------------------------------------------------------
CURR NOTE RATE 8.5992 7.1250 9.6250
RFC NET RATE 8.3483 6.8750 9.3750
NET MTG RATE(INVSTR RATE) 8.3120 6.8450 9.3450
POST STRIP RATE 7.7262 6.8450 7.7500
SUB SERV FEE .2510 .2500 1.7000
MSTR SERV FEE .0363 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .5858 .0000 1.5950
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 1340
TOTAL BALANCE........: 364,183,311.55
***************************
* 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.
<PAGE>
Such a written waiver or amendment must expressly reference this Contract.
However, by their terms, the Guides may be amended or supplemented by
Residential Funding from time to time. Any such amendment(s) to the Guides shall
be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization, is qualified, if
necessary, to do business and in good standing in each jurisdiction in which it
is required to be so qualified, and has the requisite power and authority to
enter into this Contract and all other agreements which are contemplated by this
Contract and to carry out its obligations hereunder and under the Guides and
under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by
each party and constitutes a valid and legally binding agreement of each party
enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party, that could affect
the validity or prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and none of the foregoing
adversely affects its capacity to fulfill any of its obligations under this
Contract. Its execution
G-2
<PAGE>
of, and performance pursuant to, this Contract will not result in a violation of
any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by the
Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties and covenants set forth in
the Guides and, upon request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which authorizes the execution and
delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as
an independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
G-3
<PAGE>
8. Notices.
All notices, requests, demands or other communications that are to be given
under this Contract shall be in writing, addressed to the appropriate parties
and sent by telefacsimile or by overnight courier or by United States mail,
postage prepaid, to the addresses and telefacsimile numbers specified below.
However, another name, address and/or telefacsimile number may be substituted by
the Seller/Servicer pursuant to the requirements of this paragraph 8, or
Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-----------------------------------
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state or
federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of
an inconvenient forum to the maintenance of any such action or proceeding and
any other substantive or procedural rights or remedies it may have with respect
to the maintenance of any such action or proceeding in any such forum. Each of
the parties agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in any other jurisdiction by suit on the
judgment
G-4
<PAGE>
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.
G-5
<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:
----------------- ----------------------------------
G-6
<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:
<PAGE>
- ----------------------
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-S16,
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
<PAGE>
a disqualified organization, on the agent; (iii) that the person otherwise
liable for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
[5. The Purchaser is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.]
6. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on the face
of the Class R Certificates and the provisions of Section 5.02(f) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
I-1-2
<PAGE>
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is ______________.
10. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein
relate only to the Class R Certificates.
11. That no purpose of the Owner relating to the transfer of any of
the Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
12. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
13. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.
14. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income
I-1-3
<PAGE>
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.
I-1-4
<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 .
--------------- --
I-1-5
<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-S16
Re: Mortgage Pass-Through Certificates,
Series 1996-S16, 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-S16, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
July 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
<PAGE>
affidavit and agreement in the form attached to the Pooling and Servicing
Agreement as Exhibit I-1. The Seller does not know or believe that any
representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class R
Certificate may not be respected for United States income tax purposes (and the
Seller may continue to be liable for United States income taxes associated
therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
-----------------------------------
(Seller)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
I-2-2
<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-S16
RE: Mortgage Pass-Through Certificates,
Series 1996-S16, [Class B-]
-----------------------------
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1996-S16, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of July 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
<PAGE>
Servicing Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in connection
with any distribution thereof in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters, and, in particular, in such matters related to securities
similar to the Certificates, such that it is capable of evaluating the merits
and risks of investment in the Certificates, (b) able to bear the economic risks
of such an investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement Memorandum, dated
___________________, 19__, relating to the Certificates (b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such other information concerning
the Certificates, the Mortgage Loans and the Company as has been requested by
the Purchaser from the Company or the Seller and is relevant to the Purchaser's
decision to purchase the Certificates. The Purchaser has had any questions
arising from such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not purchase the
Certificates from the Seller in connection with the initial distribution of the
Certificates and was provided with a copy of the Private Placement Memorandum
(the "Memorandum") relating to the original sale (the "Original Sale") of the
Certificates by the Company, the Purchaser acknowledges that such Memorandum was
provided to it by the Seller, that the Memorandum was prepared by the Company
solely for use in connection with the Original Sale and the Company did not
participate in or facilitate in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser agrees that it will look
<PAGE>
solely to the Seller and not to the Company with respect to any damage,
liability, claim or expense arising out of, resulting from or in connection with
(a) error or omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising after the date
of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition of other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other
manner or (e) take any other action, that (as to any of (a) through (e) above)
would constitute a distribution of any Certificate under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act or
any state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
[6. The Purchaser
(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
<PAGE>
(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-S16
Re: Mortgage Pass-Through Certificates,
Series 1996-S16, [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-S16, Class
(the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
- -
(the "Pooling and Servicing Agreement"), dated as of July 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
<PAGE>
security with any person in any manner, (d) has made any general solicitation by
means of general advertising or in any other manner, or (e) has taken any other
action, that (as to any of (a) through (e) above) would constitute a
distribution of the Certificates under the Securities Act of 1933 (the "Act"),
that would render the disposition of any Certificate a violation of Section 5 of
the Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Seller will not act, in any manner set forth
in the foregoing sentence with respect to any Certificate. The Seller has not
and will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
-----------------------------------
(Seller)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
K-2
<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 July 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:
<PAGE>
a. The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee or the
Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Rule 144A
Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer
is aware that the sale to it is being made in reliance on Rule 144A. The Buyer
is acquiring the Rule 144A Securities for its own account or the accounts of
other qualified institutional buyers, understands that such Rule 144A Securities
may be resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given
L-2
<PAGE>
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 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:
--------------------------- ---------------------------
L-3
<PAGE>
L-4
<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.
- ---------------
L-5
<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
L-6
<PAGE>
instrumentality of the State or its political subdivisions, for the benefit of
its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund
that includes as participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
---------- ----------------
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning
L-7
<PAGE>
of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently meets
the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
-------------------------------------------
Print Name of Buyer
By:
--------------------------------------
Name:
Title:
Date:
--------------------------------
L-8
<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
L-9
<PAGE>
series thereof) that have the same investment adviser or investment advisers
that are affiliated (by virtue of being majority owned subsidiaries of the same
parent or because one investment adviser is a majority owned subsidiary of the
other).
4. The term "securities" as used herein does not include (i)
----------
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
-----------------------------------
Print Name of Buyer
By:
--------------------------------
Name:
---------------------------
Title:
--------------------------
IF AN ADVISER:
-----------------------------------
Print Name of Buyer
Date:
------------------------------
L-10
<PAGE>
L-11
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 12.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
----------------------------------------------
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
- --------
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to 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
<PAGE>
in the Certificate Principal Balances of the Class B Certificates on such
Distribution Date due to such Realized Loss or Losses. Notwithstanding such
payment, such Realized Losses shall be deemed to have been borne by the
Certificateholders for purposes of Section 4.05. Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses allocated
to the Class B Certificates will not be covered by the Subordinate Certificate
Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior
to the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X) ______________ minus the sum of (i) all
previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate Principal Balances of
the Class B Certificates, or such lower amount as may be established pursuant to
Section 12.02. Residential Funding's obligations as described in this Section
are referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section
or amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class B Certificateholders.
M-2
<PAGE>
(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 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
M-3
<PAGE>
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 12.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the then-
current rating assigned to the Class B Certificates by such rating agency and
(b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 12.01(e)
and, provided further that the Company obtains (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
M-4
<PAGE>
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.
M-5
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S16
, 199
------------------ --
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S16
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of July 1, 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-S16 (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;
<PAGE>
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in
------------------
the Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by Residential Funding
to perform its Subordinate Certificate Loss Obligation when and as the same
arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
------
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
---------------------------------------
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
N-2
<PAGE>
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
---------
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the
-------------
laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this
--------------------------
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined
-----------
herein shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any
------------
number of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
N-3
<PAGE>
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
N-4
<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-S16
Re: Mortgage Pass-Through Certificates, Series
1996-S16 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
July 1, 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
<PAGE>
of the transaction is solely to comply with, or facilitate the transaction
under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
-----------------------------------
(Lender)
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
<PAGE>
Schedule of Discount Fractions 1996-S16
NET
PRINCIPAL MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1508694 213,882.56 6.845 0.116774193548 24,975.96
1508733 259,372.53 6.845 0.116774193548 30,288.02
1508796 531,245.38 6.845 0.116774193548 62,035.75
1509813 222,351.49 6.92 0.107096774194 23,813.13
1508734 245,415.34 6.97 0.10064516129 24,699.87
1504230 202,530.31 7.095 0.084516129032 17,117.08
1506111 359,450.44 7.095 0.084516129032 30,379.36
1508779 239,075.56 7.095 0.084516129032 20,205.74
1513074 270,000.00 7.095 0.084516129032 22,819.35
1481896 249,243.36 7.12 0.081290322581 20,261.07
1492341 5,186.57 7.17 0.074838709677 388.16
1492967 407,332.37 7.17 0.074838709677 30,484.23
1493543 148,277.55 7.17 0.074838709677 11,096.90
1497775 241,873.18 7.22 0.068387096774 16,541.00
1499644 248,179.92 7.22 0.068387096774 16,972.30
1505682 271,798.14 7.22 0.068387096774 18,587.49
1506117 284,575.64 7.22 0.068387096774 19,461.30
1508795 401,983.90 7.22 0.068387096774 27,490.51
1508798 301,051.10 7.22 0.068387096774 20,588.01
1509884 338,694.95 7.22 0.068387096774 23,162.36
1509887 284,575.64 7.22 0.068387096774 19,461.30
1494121 242,602.93 7.27 0.061935483871 15,025.73
1508864 60,000.00 7.27 0.061935483871 3,716.13
1471167 533,437.68 7.295 0.058709677419 31,317.95
1491988 98,951.24 7.295 0.058709677419 5,809.40
1509826 233,289.12 7.295 0.058709677419 13,696.33
1501961 244,000.00 7.345 0.052258064516 12,750.97
1509601 281,795.90 7.345 0.052258064516 14,726.11
1497491 49,370.84 7.42 0.042580645161 2,102.24
1501494 619,974.08 7.42 0.042580645161 26,398.90
1509022 273,119.19 7.42 0.042580645161 11,629.59
1509846 391,364.30 7.42 0.042580645161 16,664.54
1509847 278,405.39 7.42 0.042580645161 11,854.68
1511077 296,367.05 7.42 0.042580645161 12,619.50
1511331 261,253.14 7.42 0.042580645161 11,124.33
1502784 299,367.05 7.47 0.036129032258 10,815.84
1504226 231,276.16 7.47 0.036129032258 8,355.78
1504912 308,000.00 7.47 0.036129032258 11,127.74
1505261 218,190.56 7.47 0.036129032258 7,883.01
1505468 358,746.62 7.47 0.036129032258 12,961.17
1507273 252,000.00 7.47 0.036129032258 9,104.52
1508705 283,799.56 7.47 0.036129032258 10,253.40
1508708 515,635.81 7.47 0.036129032258 18,629.42
1508725 311,558.16 7.47 0.036129032258 11,256.29
1508726 411,609.28 7.47 0.036129032258 14,871.04
1508865 80,000.00 7.47 0.036129032258 2,890.32
1508913 858,167.27 7.47 0.036129032258 31,004.75
1509880 301,154.91 7.47 0.036129032258 10,880.44
1511601 245,000.00 7.47 0.036129032258 8,851.61
1511679 193,500.00 7.47 0.036129032258 6,990.97
1512212 304,000.00 7.47 0.036129032258 10,983.23
1474016 286,916.45 7.545 0.026451612903 7,589.40
1492071 64,864.90 7.545 0.026451612903 1,715.78
1497482 61,981.27 7.545 0.026451612903 1,639.50
1505821 213,602.89 7.545 0.026451612903 5,650.14
1508945 600,000.00 7.545 0.026451612903 15,870.97
1512568 249,000.00 7.545 0.026451612903 6,586.45
1508825 504,000.00 7.57 0.023225806452 11,705.81
1480186 259,093.48 7.595 0.02 5,181.87
1486042 330,643.43 7.595 0.02 6,612.87
1495138 449,690.32 7.595 0.02 8,993.81
1498875 255,823.82 7.595 0.02 5,116.48
1499869 219,900.00 7.595 0.02 4,398.00
1500379 339,766.01 7.595 0.02 6,795.32
1500973 279,612.54 7.595 0.02 5,592.25
1504274 211,632.01 7.595 0.02 4,232.64
1504652 363,749.49 7.595 0.02 7,274.99
1505508 327,946.51 7.595 0.02 6,558.93
1506613 400,000.00 7.595 0.02 8,000.00
1508400 239,834.83 7.595 0.02 4,796.70
1508719 549,621.48 7.595 0.02 10,992.43
1508915 225,051.34 7.595 0.02 4,501.03
1509356 248,000.00 7.595 0.02 4,960.00
1509580 286,600.00 7.595 0.02 5,732.00
1509878 532,330.63 7.595 0.02 10,646.61
1509903 304,790.09 7.595 0.02 6,095.80
1509931 399,724.72 7.595 0.02 7,994.49
1509940 235,000.00 7.595 0.02 4,700.00
1512320 323,777.02 7.595 0.02 6,475.54
1503731 321,557.57 7.62 0.016774193548 5,393.87
1504671 95,434.61 7.62 0.016774193548 1,600.84
1448951 253,774.05 7.67 0.010322580645 2,619.60
1494644 217,409.02 7.67 0.010322580645 2,244.22
1500176 61,075.97 7.67 0.010322580645 630.46
1504836 155,765.86 7.67 0.010322580645 1,607.91
1506443 297,600.18 7.67 0.010322580645 3,072.00
1509031 267,120.64 7.67 0.010322580645 2,757.37
1509043 332,776.56 7.67 0.010322580645 3,435.11
1509289 239,600.00 7.67 0.010322580645 2,473.29
1509809 236,519.72 7.67 0.010322580645 2,441.49
1510855 343,302.89 7.67 0.010322580645 3,543.77
1511075 328,057.69 7.67 0.010322580645 3,386.40
1511266 353,812.11 7.67 0.010322580645 3,652.25
1511427 234,260.31 7.67 0.010322580645 2,418.17
1511433 176,092.43 7.67 0.010322580645 1,817.73
1511486 374,495.08 7.67 0.010322580645 3,865.76
1508709 309,369.27 7.7 0.006451612903 1,995.93
1443247 113,373.62 7.72 0.003870967742 438.87
1462274 339,771.87 7.72 0.003870967742 1,315.25
1495077 399,251.93 7.72 0.003870967742 1,545.49
1499687 233,824.26 7.72 0.003870967742 905.13
1503740 227,047.55 7.72 0.003870967742 878.89
1504687 107,427.87 7.72 0.003870967742 415.85
1504835 249,832.25 7.72 0.003870967742 967.09
1505464 251,830.91 7.72 0.003870967742 974.83
1505679 287,856.72 7.72 0.003870967742 1,114.28
1505772 264,443.46 7.72 0.003870967742 1,023.65
1507219 221,301.41 7.72 0.003870967742 856.65
1508366 285,808.10 7.72 0.003870967742 1,106.35
1508699 224,390.05 7.72 0.003870967742 868.61
1508716 134,909.41 7.72 0.003870967742 522.23
1508718 67,034.62 7.72 0.003870967742 259.49
1508739 222,450.08 7.72 0.003870967742 861.1
1508746 239,676.87 7.72 0.003870967742 927.78
1508778 347,056.58 7.72 0.003870967742 1,343.44
1508793 305,020.87 7.72 0.003870967742 1,180.73
1508836 99,932.90 7.72 0.003870967742 386.84
1509876 205,728.39 7.72 0.003870967742 796.37
1509895 323,782.60 7.72 0.003870967742 1,253.35
1509896 491,669.88 7.72 0.003870967742 1,903.24
1509897 265,821.51 7.72 0.003870967742 1,028.99
1509936 213,655.00 7.72 0.003870967742 827.05
1511290 279,200.00 7.72 0.003870967742 1,080.77
1512781 300,000.00 7.72 0.003870967742 1,161.29
$34,825,108.07 7.312094562045 0.032115749677 $1,118,434.45
<PAGE>
EXHIBIT Q
COPY OF FSA POLICY
<PAGE>
FINANCIAL SECURITY ASSURANCE FINANCIAL GUARANTY
INSURANCE POLICY
Trust: As described in Endorsement No. 1 Policy No: 50491-N
Certificates: $33,764,000 Original Principal Date of Issuance: 7/30/96
Amount Residential Funding Mortgage
Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1996-S16, Class A-9, Class
A-10, Class A-12, Class A-15, Class A-18 and Class A-19.
FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for consideration
received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the Trustee for
the benefit of each Holder, subject only to the terms of this Policy (which
includes each endorsement hereto), the full and complete payment of Guaranteed
Distributions with respect to the Certificates of the Trust referred to above.
For the further protection of each Holder, Financial Security irrevocably
and unconditionally guarantees payment of the amount of any distribution of
principal or Interest with respect to the Certificates made during the Term of
this Policy to such Holder that is subsequently avoided in whole or in part as a
preference payment under applicable law.
Payment of any amount required to be paid under this Policy will be made
following receipt by Financial Security of notice as described in Endorsement
No. 1 hereto:
Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.
Except to the extent expressly modified by Endorsement No. 1 hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.
This Policy sets forth in full the undertaking of Financial Security, and
shall not be modified, altered or affected by any other agreement or instrument,
including any modification or amendment thereto. Except to the extent expressly
modified by an endorsement hereto, the premiums paid in respect of this Policy
are nonrefundable for any reason whatsoever. This Policy may not be canceled or
revoked during the Term of this Policy. An acceleration payment shall not be
due under this Policy unless such acceleration is at the sole option of
Financial Security. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY
INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
<PAGE>
In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
BY
--------------------------------
AUTHORIZED OFFICER
A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue
New York, NY 10022-6022
(212) 826-0100
Form 101NY(5/89)
ENDORSEMENT NO. 1 TO
FINANCIAL GUARANTY INSURANCE POLICY
FINANCIAL SECURITY 350 Park Avenue
ASSURANCE INC. New York, New York 10022
TRUST: The Trust Fund held by the Trustee under the Pooling and
Servicing Agreement, dated as of July 1, 1996, between
Bankers Trust Company, as Trustee, Residential Funding
Mortgage Securities I, Inc., and Residential Funding
Corporation, as Master Servicer.
CERTIFICATES: $33,764,000 Original Principal Amount Residential Funding
Mortgage Securities I, Inc.Mortgage Pass-Through
Certificates, Series 1996-S16, Class A-9, Class A-10,
Class A-12, Class A-15, Class A-18 and Class A-19.
Policy No.: 50491-N
Date of Issuance: July 30, 1996
<PAGE>
1. Definitions. For all purposes of this Policy, the terms specified below
-----------
shall have the meanings or constructions provided below. Capitalized terms used
herein and not otherwise defined herein shall have the meanings provided in the
Pooling and Servicing Agreement unless the context shall otherwise require.
"Accrued Certificate Interest" has the meaning set forth in the Pooling and
----------------------------
Servicing Agreement, provided, however, that, for all purposes of this Policy,
-------- -------
Accrued Certificate Interest on the Certificates will be deemed to include any
portion of the amounts allocated to the Certificates described in clause (i) of
the definition thereof (to the extent such amounts are not offset by payments
made by the Master Servicer or from the Insured Reserve Withdrawal); clauses
(ii) and (iii) of the definition thereof; and clause (iv) of the definition
thereof (in each case, to the extent such shortfalls are not covered by the
subordination provided by the Class M and Class B Certificates and provided that
such shortfalls shall not include interest not collectible pursuant to the
Soldiers' and Sailors' Relief Act of 1940).
"Business Day" means any day other than (i) a Saturday or Sunday, or (ii) a
------------
day on which banking institutions in the City 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 authorized or obligated by law or executive order to be
closed.
"Guaranteed Distributions" means, with respect to each Distribution Date,
------------------------
the distribution to be made to Holders of the Certificates in an aggregate
amount equal to the sum of (1) the Accrued Certificate Interest thereon and (2)
the principal portion of any Realized Losses allocable to the Certificates on
such Distribution Date, and (3) the Certificate Principal Balances of the
Certificates to the extent unpaid on the final Distribution Date or earlier
termination of the Trust Fund pursuant to the terms of the Pooling and Servicing
Agreement, in accordance with the original terms of the Certificates when issued
and without regard to any amendment or modification of the Certificates or the
Pooling and Servicing Agreement except amendments or modifications to which
Financial Security has given its prior written consent. Guaranteed
Distributions shall not include, nor shall coverage be provided under this
Policy in respect of, any taxes, withholding or other charge imposed by any
governmental authority.
"Policy" means this Financial Guaranty Insurance Policy and includes each
------
endorsement thereto.
"Pooling and Servicing Agreement" means the Pooling and Servicing
-------------------------------
Agreement, dated as of July 1, 1996 among Bankers Trust Company, as Trustee,
Residential Funding Mortgage Securities I, Inc., and Residential Funding
Corporation, as Master Servicer relating to the Certificates.
"Receipt" and "Received" mean actual delivery to Financial Security and to
------- --------
the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New
<PAGE>
York City time, on a Business Day; delivery either on a day that is not a
Business Day, or after 12:00 noon, New York City time, shall be deemed to be
receipt on the next succeeding Business Day. If any notice or certificate given
hereunder by the Trustee is not in proper form or is not properly completed,
executed or delivered, it shall be deemed not to have been Received, and
Financial Security or its Fiscal Agent shall promptly so advise the Trustee and
the Trustee may submit an amended notice.
"Term of This Policy" means the period from and including the Date of
-------------------
Issuance to and including the date on which the Certificate Principal Balance on
the Certificates is zero.
"Trustee" means Bankers Trust Company in its capacity as Trustee under the
-------
Pooling and Servicing Agreement and any successor in such capacity.
2. Deletions from Policy. The second paragraph of the Financial Guaranty
---------------------
Insurance Policy to which this Endorsement relates (regarding Policy payments
subsequently avoided in whole or in part as a preference payment under
applicable law) is hereby deleted.
3. Notices and Conditions to Payment in Respect of Guaranteed Distributions.
------------------------------------------------------------------------
Following Receipt by Financial Security of a notice and certificate from the
Trustee in the form attached as Exhibit A to this Endorsement, Financial
Security will pay any amount payable hereunder in respect of Guaranteed
Distributions out of the funds of Financial Security on the later to occur of
(a) 12:00 noon, New York City time, on the Business Day following such Receipt;
and (b) 12:00 noon, New York City time, on the Distribution Date to which such
claim relates. Payments due hereunder in respect of Guaranteed Distributions
will be disbursed by wire transfer of immediately available funds to the FSA
Policy Payments Account established pursuant to the Pooling and Servicing
Agreement or, if no such FSA Policy Payments Account has been established, to
the Trustee for deposit to the Certificate Account.
Financial Security shall be entitled to pay, at any time after a claim is
made under the Policy, any amount hereunder in respect of Guaranteed
Distributions, including any acceleration payment, whether or not any notice and
certificate shall have been Received by Financial Security as provided above.
Financial Security shall be entitled to pay hereunder any amount in respect of
Guaranteed Distributions on an accelerated basis, at any time after a claim is
made under the Policy, or from time to time, in whole or in part, prior to the
scheduled date of payment thereof; Guaranteed Distributions insured hereunder
shall not include interest, in respect of principal paid hereunder on an
accelerated basis, accruing from after the date of such payment of principal.
Financial Security's obligations hereunder in respect of Guaranteed
Distributions shall be discharged to the extent funds are disbursed by Financial
Security as provided herein whether or not such funds are properly applied by
the Trustee.
<PAGE>
4. Governing Law. This Policy shall be governed by and construed in
-------------
accordance with the laws of the State of New York, without giving effect to the
conflict of laws principles thereof.
5. Fiscal Agent. At any time during the Term of this Policy, Financial
------------
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trustee at the notice address specified in the
Pooling and Servicing Agreement specifying the name and notice address of the
Fiscal Agent. From and after the date of receipt of such notice by the Trustee,
(i) copies of all notices and documents required to be delivered to Financial
Security pursuant to this Policy shall be simultaneously delivered to the Fiscal
Agent and to Financial Security and shall not be deemed Received until Received
by both and (ii) all payments required to be made by Financial Security under
this Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder for
any acts of the Fiscal Agent or any failure of Financial Security to deposit, or
cause to be deposited, sufficient funds to make payments due under this Policy.
6. Waiver of Defenses. To the fullest extent permitted by applicable law,
------------------
Financial Security agrees not to assert, and hereby waives, for the benefit of
each Holder of any Certificates, all rights (whether by counterclaim, set off or
otherwise) and defenses (including, without limitation, the defense of fraud),
whether acquired by subrogation, assignment or otherwise, to the extent that
such rights and defenses may be available to Financial Security to avoid payment
of its obligations under this Policy in accordance with the express provisions
of this Policy.
7. Notices. All notices to be given hereunder shall be in writing (except as
-------
otherwise specifically provided herein) and shall be mailed by registered mail
or personally delivered or telecopied to Financial Security as follows:
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President
- Surveillance
Telecopy No.: (212) 339-3518
(212) 826-0100
Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.
8. Priorities. In the event any term or provision of the face of this Policy
----------
is inconsistent with the provisions of this Endorsement, the provisions of this
Endorsement shall take precedence and shall be binding.
<PAGE>
9. Exclusions From Insurance Guaranty Funds. This Policy is not covered by
----------------------------------------
the Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.
10. Surrender of Policy. The Holder shall surrender this Policy to Financial
-------------------
Security for cancellation upon expiration of the Term of this Policy.
IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.
FINANCIAL SECURITY ASSURANCE INC.
By
---------------------------------------
Authorized Officer
<PAGE>
Exhibit A
To Endorsement 1
NOTICE OF CLAIM AND CERTIFICATE
-------------------------------
Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
The undersigned, a duly authorized officer of Bankers Trust Company
(the "Trustee"), hereby certifies to Financial Security Assurance Inc.
("Financial Security"), with reference to Financial Guaranty Insurance Policy
No. 50491-N dated July 30, 1996 (the "Policy") issued by Financial Security in
respect of the Residential Funding Mortgage Securities I, Inc. Mortgage Pass-
Through Certificates, Series 1996-S16, Class A-9, Class A-10, Class A-12, Class
A-15, Class A-18 and Class A-19 (the " Certificates"), that:
(i) The Trustee is the Trustee under the Pooling and Servicing
Agreement for the Holders of the Certificates.
(ii) The sum of all amounts on deposit (or scheduled to be on deposit) in
the Certificate Account (after giving effect to any applications of funds from
the Insured Reserve Fund) and available for distribution to the Holders pursuant
to the Pooling and Servicing Agreement will be $___________ (the "Shortfall")
less than the sum of (a) the Guaranteed Distributions with respect to the
Distribution Date ($____________) and (b) the aggregate amount on deposit (or
scheduled to be on deposit) in the Certificate Account (after giving effect to
any applications of funds from the Certificate Reserve Fund) that will be
applied to make payments of principal on the Certificates on such Distribution
Date pursuant to the Pooling and Servicing Agreement, but without giving effect
to any payments to be made under the Policy.
(iii) The Trustee is making a claim under the Policy for the lesser of (a)
the Shortfall and (b) the Guaranteed Distributions with respect to the
Distribution Date, to be applied to distributions of principal or interest or
both with respect to the Certificates.
(iv) The Trustee agrees that, following receipt of funds from Financial
Security, it shall (a) hold such amounts in trust and apply the same directly to
the payment of Guaranteed Distributions on the Certificates when due; (b) not
apply such funds for any other purpose; (c) not commingle such funds with other
funds held by the Trustee and (d) maintain an accurate record of such payments
with respect to each Certificate and the corresponding claim on the Policy and
proceeds thereof and, if the Certificate is required to be presented for such
payment, shall
<PAGE>
stamp on each such Certificate the legend "$[insert applicable amount] paid by
Financial Security and the balance hereof has been canceled and reissued" and
then shall deliver such Certificate to Financial Security.
(v) The Trustee, on behalf of the Holders, hereby assigns to Financial
Security the rights of the Holders with respect to the Certificates to the
extent of any payments under the Policy, including, without limitation, any
amounts due to the Holders in respect of securities law violations arising from
the offer and sale of the Certificates. The foregoing assignment is in
addition to, and not in limitation of, rights of subrogation otherwise available
to Financial Security in respect of such payments. The Trustee shall take such
action and deliver such instruments as may be reasonably requested or required
by Financial Security to effectuate the purpose or provisions of this clause
(v).
(vi) The Trustee, on its behalf and on behalf of the Holders, hereby
appoints Financial Security as agent and attorney-in-fact for the Trustee and
each such Holder in any legal proceeding with respect to the Certificates. The
Trustee hereby agrees that, so long as a Financial Security Default (as defined
in the Pooling and Servicing Agreement) shall not exist, Financial Security may
at any time during the continuation of any proceeding by or against the
Depositor under the United States Bankruptcy Code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding") direct all matters relating to such Insolvency
Proceeding with respect to the Certificates. In addition, the Trustee hereby
agrees that Financial Security shall be subrogated to, and the Trustee on its
behalf and on behalf of each Holder, hereby delegates and assigns, to the
fullest extent permitted by law, the rights of the Trustee and each Holder in
the conduct of any Insolvency Proceeding with respect to the Certificates,
including, without limitation, all rights of any party to an adversary
proceeding or action with respect to any court order issued in connection with
any such Insolvency Proceeding.
(vii) Payments should be made by wire transfer directed to [SPECIFY FSA
POLICY PAYMENTS ACCOUNT OR CERTIFICATE ACCOUNT].
Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the meanings
provided in the Policy.
<PAGE>
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
of Claim and Certificate as of the __________ day of ____________________, ____.
-------------------------------------
By:
----------------------------------
Title:
-------------------------------
For Financial Security or Fiscal Agent Use Only
Wire transfer sent on by
--------------- --------------
Confirmation Number
------------------------------------
