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) October 30, 1996
Residential Funding Mortgage Securities I, Inc. (as company under
a Pooling and Servicing Agreement dated as of October 1, 1996
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1996-S22)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-4846 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
<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
7(c) Pooling and Servicing Agreement, dated as of October 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/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: October 30, 1996
3
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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 October 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S22
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- ---------------------------------------------------------------------
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
ection 1.01. Definitions.............................. 3
Accrued Certificate Interest..................... 3
Adjusted Mortgage Rate........................... 4
Advance.......................................... 4
Affiliate........................................ 4
Agreement........................................ 4
Amount Held for Future Distribution.............. 4
Appraised Value.................................. 5
Assignment....................................... 5
Assignment Agreement............................. 5
Assignment of Proprietary Lease.................. 5
Available Distribution Amount.................... 5
Bankruptcy Amount................................ 5
Bankruptcy Code.................................. 6
Bankruptcy Loss.................................. 6
Book-Entry Certificate........................... 6
Business Day..................................... 6
Buydown Funds.................................... 6
Buydown Mortgage Loan............................ 6
Cash Liquidation................................. 6
Certificate...................................... 7
Certificate Account.............................. 7
Certificate Account Deposit Date................. 7
Certificateholder or Holder...................... 7
Certificate Owner................................ 7
Certificate Principal Balance.................... 7
Certificate Register and Certificate
Registrar........................................ 8
Class............................................ 9
Class A Certificate.............................. 9
Class A-6 Notional Amount........................ 9
Class A-12 Collection Shortfall.................. 9
Class A-12 Principal Distribution Amount......... 9
Class B Certificate.............................. 9
Class B Percentage............................... 9
Class B-1 Percentage............................. 9
Class B-1 Prepayment Distribution Trigger........ 9
Class B-2 Percentage............................. 10
Class B-2 Prepayment Distribution Trigger........ 10
Class B-3 Percentage............................. 10
Class B-3 Prepayment Distribution Trigger........ 10
Class M Certificate.............................. 10
Class M Percentage............................... 10
Class M-1 Percentage............................. 10
Class M-2 Percentage............................. 11
Class M-2 Prepayment Distribution Trigger........ 11
Class M-3 Percentage............................. 11
NY1-172102.4
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Page
Class M-3 Prepayment Distribution Trigger.... 11
Class R Certificate.......................... 11
Class R-I Certificate........................ 11
Class R-II Certificate....................... 12
Closing Date................................. 12
Code......................................... 12
Compensating Interest........................ 12
Cooperative.................................. 12
Cooperative Apartment........................ 12
Cooperative Lease............................ 12
Cooperative Loans............................ 12
Cooperative Stock............................ 13
Cooperative Stock Certificate................ 13
Corporate Trust Office....................... 13
Credit Support Depletion Date................ 13
Cross-Over Distribution Date................. 13
Curtailment.................................. 13
Custodial Account............................ 13
Custodial Agreement.......................... 13
Custodian.................................... 13
Cut-off Date................................. 13
Cut-off Date Principal Balance............... 13
Debt Service Reduction....................... 13
Deficient Valuation.......................... 14
Definitive Certificate....................... 14
Deleted Mortgage Loan........................ 14
Depository................................... 14
Depository Participant....................... 14
Destroyed Mortgage Note...................... 14
Determination Date........................... 14
Discount Fraction............................ 14
Discount Mortgage Loan....................... 15
Disqualified Organization.................... 15
Distribution Date............................ 15
Due Date..................................... 15
Due Period................................... 15
Eligible Account............................. 15
Eligible Funds............................... 16
Event of Default............................. 16
Excess Bankruptcy Loss....................... 16
Excess Fraud Loss............................ 16
Excess Special Hazard Loss................... 16
Excess Spread................................ 16
Excess Subordinate Principal Amount.......... 17
Extraordinary Events......................... 17
Extraordinary Losses......................... 18
FASIT........................................ 18
FDIC......................................... 18
FHLMC........................................ 18
Final Distribution Date...................... 18
Fitch........................................ 18
FNMA......................................... 18
NY1-172102.4
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Page
Foreclosure Profits........................... 18
Fraud Loss Amount............................. 19
Fraud Losses.................................. 19
Independent................................... 19
Initial Certificate Principal Balance......... 19
Initial Monthly Payment Fund.................. 19
Insurance Proceeds............................ 19
Insurer....................................... 20
Interest Accrual Period....................... 20
Late Collections.............................. 20
LIBOR......................................... 20
LIBOR Business Day............................ 20
LIBOR Rate Adjustment Date.................... 20
Liquidation Proceeds.......................... 20
Loan-to-Value Ratio........................... 21
Lockout Distribution Percentage............... 21
Maturity Date................................. 21
Monthly Payment............................... 21
Moody's....................................... 21
Mortgage...................................... 21
Mortgage File................................. 22
Mortgage Loan Schedule........................ 22
Mortgage Loans................................ 22
Mortgage Note................................. 23
Mortgage Rate................................. 23
Mortgaged Property............................ 23
Mortgagor..................................... 23
Net Mortgage Rate............................. 23
Non-Discount Mortgage Loan.................... 23
Non-Primary Residence Loans................... 23
Non-United States Person...................... 23
Nonrecoverable Advance........................ 23
Nonsubserviced Mortgage Loan.................. 23
Notional Amount............................... 24
Officers' Certificate......................... 24
Opinion of Counsel............................ 24
Original Senior Percentage.................... 24
Outstanding Mortgage Loan..................... 24
Owner or Holder............................... 24
Ownership Interest............................ 24
Pass-Through Rate............................. 25
Paying Agent.................................. 25
Percentage Interest........................... 25
Permitted Investments......................... 25
Permitted Transferee.......................... 27
Person........................................ 27
Pool Stated Principal Balance................. 27
Prepayment Allocation Test.................... 27
Prepayment Assumption......................... 27
Prepayment Distribution Percentage............ 28
Prepayment Distribution Trigger............... 29
Prepayment Interest Shortfall................. 29
NY1-172102.4
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Page
Prepayment Lockout Certificates............... 29
Prepayment Period............................. 29
Primary Insurance Policy...................... 30
Principal Prepayment.......................... 30
Principal Prepayment in Full.................. 30
Program Guide................................. 30
Purchase Price................................ 30
Qualified Substitute Mortgage Loan............ 30
Rating Agency................................. 31
Realized Loss................................. 31
Record Date................................... 32
Regular Certificate........................... 32
REMIC......................................... 32
REMIC Administrator........................... 32
REMIC I....................................... 32
REMIC I Certificates.......................... 32
REMIC II...................................... 32
REMIC II Certificates......................... 33
REMIC Provisions.............................. 33
REO Acquisition............................... 33
REO Disposition............................... 33
REO Imputed Interest.......................... 33
REO Proceeds.................................. 33
REO Property.................................. 33
Request for Release........................... 33
Required Insurance Policy..................... 33
Reserve Fund.................................. 34
Reserve Withdrawal............................ 34
Residential Funding........................... 34
Responsible Officer........................... 34
Salomon Brothers.............................. 34
Schedule of Discount Fractions................ 34
Security Agreement............................ 34
Seller........................................ 34
Seller's Agreement............................ 34
Senior Accelerated Distribution Percentage.... 34
Senior Certificates........................... 36
Senior Percentage............................. 36
Senior Principal Distribution Amount.......... 36
Servicing Accounts............................ 36
Servicing Advances............................ 36
Servicing Fee................................. 36
Servicing Officer............................. 37
Special Hazard Amount......................... 37
Special Hazard Loss........................... 38
Spread Rate................................... 38
Standard & Poor's............................. 38
Stated Principal Balance...................... 38
Subordinate Percentage........................ 38
Subordinate Principal Distribution Amount..... 38
Subserviced Mortgage Loan..................... 39
Subservicer................................... 39
NY1-172102.4
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Page
Subservicer Advance........................... 39
Subservicing Account.......................... 39
Subservicing Agreement........................ 39
Subservicing Fee.............................. 39
Super Senior Optimal Percentage............... 39
Super Senior Optimal Principal Distribution
Amount........................................ 40
Tax Returns................................... 40
Transfer...................................... 40
Transferee.................................... 40
Transferor.................................... 40
Trust Fund.................................... 40
Uncertificated Accrued Interest............... 40
Uncertificated Pass-Through Rate.............. 41
Uncertificated Principal Balance.............. 41
Uncertificated REMIC I Regular Interest U..... 41
Uncertificated REMIC I Regular Interest V..... 42
Uncertificated REMIC I Regular Interest W..... 42
Uncertificated REMIC I Regular Interest X..... 42
Uncertificated REMIC I Regular Interest Y..... 42
Uncertificated REMIC I Regular Interests Z.... 42
Uncertificated REMIC I Regular Interests...... 43
Uncertificated REMIC I Regular Interest U
Distribution Amount........................... 43
Uncertificated REMIC I Regular Interest V
Distribution Amount........................... 43
Uncertificated REMIC I Regular Interest W
Distribution Amount........................... 43
Uncertificated REMIC I Regular Interest X
Distribution Amount........................... 43
Uncertificated REMIC I Regular Interest Y
Distribution Amount........................... 43
Uncertificated REMIC I Regular Interests Z
Distribution Amount........................... 43
Uncertificated REMIC I Regular Interest
Distribution Amounts.......................... 43
Uniform Single Attestation Program for
Mortgage Bankers.............................. 44
Uninsured Cause............................... 44
United States Person.......................... 44
Variable Strip Certificates................... 44
Voting Rights................................. 44
Section 1.02. Determination of LIBOR................ 45
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans............ 47
Section 2.02. Acceptance by Trustee................... 52
NY1-172102.4
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Page
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and the
Company...................................... 54
Section 2.04. Representations and Warranties of
Sellers...................................... 59
Section 2.05. Issuance of Certificates Evidencing
Interests in REMIC I Certificates............ 61
Section 2.06. Conveyance of Uncertificated REMIC I and
REMIC II Regular Interests; Acceptance
by the Trustee............................... 61
Section 2.07. Issuance of Certificates Evidencing
Interest in REMIC II......................... 62
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer........... 63
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement
of Subservicers' and Sellers'
Obligations.................................. 64
Section 3.03. Successor Subservicers....................... 65
Section 3.04. Liability of the Master Servicer............. 66
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of the
Excess Spread................................ 66
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee........... 67
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account............................ 67
Section 3.08. Subservicing Accounts; Servicing
Accounts..................................... 70
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans........................................ 71
Section 3.10. Permitted Withdrawals from the
Custodial Account............................ 72
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder............. 74
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage.............. 75
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.......................... 77
NY1-172102.4
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Page
Section 3.14. Realization Upon Defaulted Mortgage
Loans........................................... 79
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files....................... 82
Section 3.16. Servicing and Other Compensation;
Compensating Interest........................... 83
Section 3.17. Reports to the Trustee and the Company.......... 85
Section 3.18. Annual Statement as to Compliance............... 85
Section 3.19. Annual Independent Public Accountants'
Servicing Report................................ 85
Section 3.20. Rights of the Company in Respect
of the Master Servicer.......................... 86
Section 3.21. Administration of Buydown Funds................. 87
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account............................. 88
Section 4.02. Distributions................................... 88
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread......................101
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer..........................103
Section 4.05. Allocation of Realized Losses...................105
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property...........................107
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans...........................................107
Section 4.08. Distributions on the Uncertificated
REMIC I and REMIC II Regular Interests..........108
Section 4.09 Reserve Fund....................................110
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates................................112
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on
Transfer of Excess Spread.......................114
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates....................................120
Section 5.04. Persons Deemed Owners...........................121
Section 5.05. Appointment of Paying Agent.....................121
Section 5.06. Optional Purchase of Certificates...............121
NY1-172102.4
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Page
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company
and the Master Servicer.........................124
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer....................124
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others..................125
Section 6.04. Company and Master
Servicer Not to Resign..........................126
ARTICLE VII
DEFAULT
Section 7.01. Events of Default...............................127
Section 7.02. Trustee or Company to Act; Appointment
of Successor....................................129
Section 7.03. Notification to Certificateholders..............130
Section 7.04. Waiver of Events of Default.....................130
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee...............................132
Section 8.02. Certain Matters Affecting the Trustee...........134
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans..................................136
Section 8.04. Trustee May Own Certificates....................136
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification...................136
Section 8.06. Eligibility Requirements for Trustee............137
Section 8.07. Resignation and Removal of the Trustee..........138
Section 8.08. Successor Trustee...............................139
Section 8.09. Merger or Consolidation of Trustee..............139
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.........................................140
Section 8.11. Appointment of Custodians.......................141
Section 8.12. Appointment of Office or Agency.................141
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or
Liquidation of All Mortgage Loans...............142
NY1-172102.4
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Page
Section 9.02. Termination of REMIC II.........................145
Section 9.03. Additional Termination Requirements.............145
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration............................147
Section 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification.........................151
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.......................................153
Section 11.02. Recordation of Agreement; Counterparts..........156
Section 11.03. Limitation on Rights
of Certificateholders...........................156
Section 11.04. Governing Law...................................157
Section 11.05. Notices.........................................157
Section 11.06. Notices to Rating Agency........................158
Section 11.07. Severability of Provisions......................159
Section 11.08. Supplemental Provisions for
Resecuritization................................159
NY1-172102.4
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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation
Letter
Exhibit M: Text of Amendment to Pooling and Servicing
Agreement Pursuant to Section 11.01(e) for a
Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of
Mortgage Loan
Exhibit P: Schedule of Discount Fractions
NY1-172102.4
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This is a Pooling and Servicing Agreement, dated as of October 1, 1996,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company
(together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, as Trustee (together
with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of REMIC I (as defined herein), and subject to this Agreement
(including the Mortgage Loans but excluding the Initial Monthly Payment Fund),
as a real estate mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as "REMIC I." The
Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I
and the Class R-I Certificates will be the sole class of "residual interests" in
REMIC I for purposes of the REMIC Provisions (as defined herein) under the
federal income tax law. A segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and
the Master Servicer will make a separate REMIC election with respect thereto.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the
Uncertificated REMIC II 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 REMIC II, and the Class R-II Certificates will be
the sole class of "residual interests" therein for purposes of the REMIC
Provisions (as defined herein) under federal income tax law.
NY1-172102.4
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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.
Aggregate Initial
Certificate
Pass-Through Principal
Designation Type Rate Balance
Class A-1 Senior 7.50% $21,520,000.00
Class A-2 Senior 8.00% $24,275,000.00
Class A-3 Senior 8.00% $13,325,000.00
Class A-4 Senior 7.25% $3,200,000.00
Class A-5 Senior Adjustable Rate $36,000,000.00
Class A-6 Senior Adjustable Rate $0.00
Class A-7 Senior 8.00% $34,877,000.00
Class A-8 Senior 7.50% 25,540,000.00
Class A-9 Senior 7.50% $20,140,000.00
Class A-10 Senior 8.00% $16,200,000.00
Class A-11 Senior 8.00% $5,000,000.00
Class A-12 Senior 0.00% $575,632.40
Class R-I Senior 8.00% $100.00
Class R-II Senior 8.00% $100.00
Class M-1 Mezzanine 8.00% $4,235,400.00
Class M-2 Mezzanine 8.00% $2,117,700.00
Class M-3 Mezzanine 8.00% $2,435,400.00
Class B-1 Subordinate 8.00% $1,058,900.00
Class B-2 Subordinate 8.00% $423,500.00
Class B-3 Subordinate 8.00% $847,661.00
Designatio
Maturity Initial
Features Date Ratings
Class A-1 Senior October 25, 2026 AAA AAA
Initial Ratings
Class A-2 Senior October 25, 2026 AAA AAA
S&P Fitch
Class A-3 Senior October 25, 2026 AAA AAA
Class A-4 Super Senior/Senior October 25, 2026 AAA AAA
Class A-5 Adjustable Rate/Senior October 25, 2026 AAA AAA
Class A-6 Interest Only/Senior October 25, 2026 AAAr AAA
Class A-7 Super Senior/Senior October 25, 2026 AAA AAA
Class A-8 Senior October 25, 2026 AA AAA
Class A-9 Senior October 25, 2026 AAA AAA
Class A-10 Prepayment Lockout/Senior October 25, 2026 AAA AAA
Class A-11 Prepayment Lockout/ October 25, 2026 AAA AAA
Senior Support/Senior
Class A-12 Principal Only/Senior October 25, 2026 AAAr AAA
Class R-I Residual October 25, 2026 AAA AAA
Class R-II Residual October 25, 2026 AAA AAA
Class M-1 Mezzanine October 25, 2026 N/A AA
Class M-2 Mezzanine October 25, 2026 N/A A
Class M-3 Mezzanine October 25, 2026 N/A BBB
Class B-1 Subordinate October 25, 2026 N/A BB
Class B-2 Subordinate October 25, 2026 N/A B
Class B-3 Subordinate October 25, 2026 N/A N/A
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $211,771,393.40. The Mortgage Loans are fixed-rate mortgage loans
having terms to maturity at origination or modification of not more than 30
years.
NY1-172102.4
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In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date,
as to any Class A Certificate (other than the Class A-6 Certificates, Class A-12
Certificates and Variable Strip Certificates), any Class M Certificate, any
Class B Certificate or any Class R Certificate, interest accrued during the
related Interest Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance thereof immediately prior to such Distribution
Date. With respect to each Distribution Date, as to the Class A-6 Certificates,
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the Class A-6 Notional Amount. 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 the Master Servicer with a
payment of Compensating Interest as provided in Section 4.01), (ii) the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates and to the
Excess Spread in proportion to their respective amounts of Accrued Certificate
Interest and the amount of Excess Spread
NY1-172102.4
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<PAGE>
payable on such Distribution Date which would have resulted absent such
reductions; provided, however, that any of the reductions described in clauses
(i), (ii), (iii) and (iv) above that are allocated to the Class A-4 Certificates
will only reduce Accrued Certificate Interest on the Class A-4 Certificates
solely for the purposes of Section 4.09 hereof to the extent of the excess of
such reductions so allocated over the amount available to be withdrawn from the
Reserve Fund in payment of 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.
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
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Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated as
of October 30, 1996, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan,
the assignment of the related Cooperative Lease from the Mortgagor to the
originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to
Section 3.12(a) and (iv) any amount deposited in the Certificate Account
pursuant to Section 4.07, reduced by (b) the sum as of the close of business on
the immediately preceding Determination Date of (w) aggregate Foreclosure
Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted
to be withdrawn by the Master Servicer from the Custodial Account in respect of
the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an amount equal to
the excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05.
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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
Minnesota, the State of California or the State of Illinois (and such other
state or states in which the Custodial Account or the Certificate Account are at
the time located) are required or authorized by law or executive order to be
closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other
than a Mortgage Loan as to which an REO Acquisition occurred, a
determination by the Master Servicer that it has received all
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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-S22" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than any Class A-6 Certificates and 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
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previously distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal Balance or amount
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate Principal Balances
of the Class B Certificates have been reduced to zero, the Certificate Principal
Balance of each Class M Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class B Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate Principal Balance of
each Class B Certificate of those Class B Certificates outstanding with the
highest numerical designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. The Class A-6 Certificates and 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.
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Class: Collectively, all of the Certificates bearing the
same designation.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11 or Class A-12 Certificates, executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
A, each such Certificate evidencing an interest designated as a "regular
interest" in REMIC II 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-6 Notional Amount: As of any Distribution Date, with respect to
the Class A-6 Certificates, the Certificate Principal Balance of the Class A-5
Certificates immediately prior to such date.
Class A-12 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-12 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 REMIC II for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-1 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-1 Certificates,
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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 1.10%.
Class B-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class B-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.60%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the 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 REMIC II 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
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which is the aggregate Certificate Principal Balance of the Class M-1
Certificates immediately prior to such date and the denominator of which is the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction of each Discount Mortgage
Loan) immediately prior to such Distribution Date.
Class M-2 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (other than the related
Discount Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 3.25%.
Class M-3 Percentage: With respect to any Distribution Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such date and the denominator of which is the aggregate Stated Principal Balance
of all of the Mortgage Loans (or related REO Properties) (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-I Certificates
or Class R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC I for purposes of the REMIC Provisions.
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Class R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest designated as a
"residual interest" in REMIC II for purposes of the REMIC Provisions.
Closing Date: October 30, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and
NY1-172102.4
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assigned to the Trustee pursuant to Section 2.01 and are from time to time held
as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single outstanding class of stock, partnership interest or other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee
at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at
the date of the execution of this instrument is located at Four
Albany Street, New York, New York 10006, Attention: Residential
Funding Corporation Series 1996-S22.
Credit Support Depletion Date: The first Distribution Date
on which the Senior Percentage equals 100%.
Cross-Over Distribution Date: The Distribution Date on which the
Certificate Principal Balances of the Senior Certificates (other than the
Prepayment Lockout Certificates and Class A-12 Certificates) are reduced to
zero.
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: October 1, 1996.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan,
a reduction in the scheduled Monthly Payment for such Mortgage
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Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy
Code, except such a reduction constituting a Deficient Valuation or any
reduction that results in a permanent forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 8.00% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 8.00%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
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Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate
(or the initial Net Mortgage Rate) of less than 8.00% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause REMIC I or REMIC II or any Person having an Ownership Interest
in any Class of Certificates (other than such Person) to incur a liability for
any federal tax imposed under the Code that would not otherwise be imposed but
for the Transfer of an Ownership Interest in a Class R Certificate to such
Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first
day of the month in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period
commencing on the second day of the month preceding the month of such
Distribution Date and ending on the related Due Date.
Eligible Account: An account that is any of the following: (i)
maintained with a depository institution the debt obligations of which have been
rated by each Rating Agency in its highest rating available, or (ii) an account
or accounts in a depository institution in which such accounts are fully insured
to the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as
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evidenced in writing, be maintained such that (as evidenced by an Opinion of
Counsel delivered to the Trustee and each Rating Agency) the registered Holders
of Certificates have a claim with respect to the funds in such account or a
perfected first security interest against any collateral (which shall be limited
to Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with which such
account is maintained, or (iii) in the case of the Custodial Account, either (A)
a trust account or accounts maintained in the corporate trust department of The
First National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in writing
by each Rating Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Funds: On any Distribution Date means the portion, if any, of
the Available Distribution Amount remaining after reduction by the sum of (i)
the aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates 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-12 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
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Strip Certificates representing ownership of the related Uncertificated REMIC II
Regular Interests, 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.
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;
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(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.
FASIT: A "financial asset securitization investment trust"
within the meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
FNMA: Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or
any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such
Mortgage Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
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Fraud Loss Amount: As of any date of determination after the Cut-off
Date, an amount equal to: (Y) prior to the first anniversary of the Cut-off Date
an amount equal to 2.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the first to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there
was fraud in the origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Monthly Payment Fund: As defined in Section
2.01(f).
Insurance Proceeds: Proceeds paid in respect of the
Mortgage Loans pursuant to any Primary Insurance Policy or any
other related insurance policy covering a Mortgage Loan, to the
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extent such proceeds are payable to the mortgagee under the Mortgage, any
Subservicer, the Master Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance
Policy or any successor thereto or the named insurer in any
replacement policy.
Interest Accrual Period: With respect to any Certificate, other than
any Class A-5 Certificate and Class A-6 Certificate, and any Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.
With respect to any Class A-5 Certificate or Class A-6 Certificate and any
Distribution Date, the one-month period commencing on the 25th day of the month
preceding the month in which such Distribution Date occurs and ending on the
24th day of the month in which such Distribution Date occurs. Notwithstanding
the foregoing, the distributions of interest on any Distribution Date and the
calculation of Accrued Certificate Interest for all Classes of Certificates
including the Class A-5 Certificates and Class A-6 Certificates will reflect
interest accrued, and receipts with respect thereto, on the Mortgage Loans for
the preceding calendar month, as may be reduced in accordance with the
definition of Accrued Certificate Interest.
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.
LIBOR: With respect to any Distribution Date (other than the
Distribution Date occurring in November 1996) and the Class A-5 Certificates and
Class A-6 Certificates, the arithmetic mean of the London interbank offered rate
quotations for one-month Eurodollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution Date
(other than the Distribution Date occurring in November 1996) and the Class A-5
Certificates and Class A-6 Certificates, the LIBOR Business Day immediately
preceding the commencement of the related Interest Accrual Period.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
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taking of an entire Mortgaged Property by exercise of the power of eminent
domain or condemnation or in connection with the liquidation of a defaulted
Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than
REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Distribution Percentage: As of any Distribution Date occurring
prior to the Distribution Date in November 2001, 0%. As of any Distribution Date
occurring after the first five years following the Closing Date as follows: for
any Distribution Date during the sixth year after the Closing Date, 30%; for any
Distribution Date during the seventh year after the Closing Date, 40%; for any
Distribution Date during the eighth year after the Closing Date, 60%; for any
Distribution Date during the ninth year after the Closing Date, 80%; and for any
Distribution Date thereafter, 100%.
Maturity Date: The latest possible maturity date, solely for purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-6 Certificates and Variable Strip Certificates which have no Certificate
Principal Balance) representing a regular interest in REMIC II and the
Uncertificated Principal Balance of each Uncertificated REMIC I Regular Interest
(other than each Uncertificated REMIC I Regular Interest Z) and the rights to
the Class A-6 Certificates would be reduced to zero, which is October 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 I Regular Interest Z and Uncertificated REMIC II Regular Interest is
October 25, 2026, which is the Distribution Date immediately following the
latest scheduled maturity date of any Mortgage Loan.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor
in interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan which is not a Cooperative Loan, the mortgage, deed
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of trust or other comparable instrument creating a first lien on an estate in
fee simple or leasehold interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto
as Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second
or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that
the Mortgage Loan is secured by a non-owner occupied
residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to
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time are held or deemed to be held as a part of the Trust Fund, the Mortgage
Loans originally so held being identified in the initial Mortgage Loan Schedule,
and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust
Fund including, without limitation, (i) with respect to each Cooperative Loan,
the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all
rights appertaining thereto, and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, each related Mortgage Note, Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of
interest equal to the Adjusted Mortgage Rate less the per annum rate at which
the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated
as secured by second or vacation residences, or by non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be
made by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is not subject to a Subservicing
Agreement.
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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 II 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 (excluding the Certificate Principal Balance of the
Class A-12 Certificates) and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans (other than the Discount Fraction of the
Discount Mortgage Loans), which is approximately 94.74% 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.
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Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-5, Class A-6, Class A-12 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 the Class A-5 Certificates and the initial Interest
Accrual Period, 6.1375% per annum, and as to any Interest Accrual Period
thereafter, a per annum rate equal to LIBOR plus 0.70%, subject to a maximum
rate of 9.00% per annum and a minimum rate of 0.70% per annum. With respect to
the Class A-6 Certificates and the initial Interest Accrual Period, 2.8625% per
annum, and as to any Interest Accrual Period thereafter, a per annum rate equal
to 8.30% minus LIBOR, subject to a maximum rate of 8.30% per annum and a minimum
rate of 0.00% per annum. 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 thereon allocable to
principal to the Holders of the Certificates. The Class A-12 Certificates have
no Pass-Through Rate and are not entitled to Accrued Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a
Class A-6, 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 Class
A-6, 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
NY1-172102.4
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of the party agreeing to repurchase such obligations are at the time
rated by each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund
rated by each Rating Agency in its highest long-term rating available;
and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
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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 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 will 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 Mortgage Loans with respect
to which the related Mortgaged Property has been acquired by the Trust Fund)
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) cumulative Realized Losses do not exceed 30% of the
aggregate Certificate Principal Balance of the Class M Certificates and Class B
Certificates as of the Closing Date. The Prepayment Allocation Test will not
apply on any Distribution Date on or after the Distribution Date occurring in
November 2005.
Prepayment Assumption: A prepayment assumption of 250% of
the standard prepayment assumption, used for determining the
accrual of original issue discount and market discount and
premium on the Certificates for federal income tax purposes. The
standard prepayment assumption assumes a constant rate of
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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
November 2001 (unless the Certificate Principal Balances of
the Class A Certificates, other than the Prepayment Lockout
Certificates and Class A-12 Certificates, have been reduced to
zero), in the case of each Class of Class M Certificates and
each Class of Class B Certificates, 0%.
(ii) For any Distribution Date on which any Class of Class M or
Class B Certificates are outstanding not discussed in clause
(i) above:
(a) in the case of the Class of Class M Certificates
then outstanding with the lowest numerical designation, or in
the event the Class M Certificates are no longer outstanding,
the Class of Class B Certificates then outstanding with the
lowest numerical designation and each other Class of Class M
Certificates and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of which is
the Certificate Principal Balance of such Class immediately
prior to such date and the denominator of which is the sum of
the Certificate Principal Balances immediately prior to such
date of (1) the Class of Class M Certificates then outstanding
with the lowest numerical designation, or in the event the
Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest
numerical designation and (2) all other Classes of Class M
Certificates and Class B Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the Prepayment
Distribution Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the
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definition of "Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing Class"),
then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be
reduced to a level that, when applied as described above, would exactly reduce
the Certificate Principal Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of Class M Certificates and Class B
Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in
accordance with the provisions in paragraph (ii) above, as if the Certificate
Principal Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated Percentage"); (c) the total amount
of the reductions in the Prepayment Distribution Percentages of the Maturing
Class or Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing Classes in
proportion to their respective Recalculated Percentages (the portion of such
aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing Class shall be equal to the sum of
(1) the Prepayment Distribution Percentage thereof, calculated in accordance
with the provisions in paragraph (ii) above as if the Certificate Principal
Balance of each Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger,
Class B-1 Prepayment Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate on the Stated Principal Balance of such Mortgage Loan over the
amount of interest (adjusted to the Net Mortgage Rate) paid by the Mortgagor for
such Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the prior calendar month, an amount equal to one month's
interest at the Net Mortgage Rate on the amount of such Curtailment.
Prepayment Lockout Certificates: Any one of the Class A-10
Certificates and Class A-11 Certificates.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
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Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to
in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide
for Residential Funding's mortgage loan purchase and conduit servicing program
and all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be purchased on any date pursuant to Section 2.02, 2.03, 2.04 or
4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof plus the principal portion of any related unreimbursed Advances and (ii)
unpaid accrued interest at the Adjusted Mortgage Rate (or at the Net Mortgage
Rate in the case of a purchase made by the Master Servicer) on the Stated
Principal Balance thereof to the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
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(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 Senior
Certificates and Fitch with respect to the Class M, Class B-1 and Class B-2
Certificates. If either agency or a successor is no longer in existence, "Rating
Agency" shall be such statistical credit rating agency, or other comparable
Person, designated by the Company, notice of which designation shall be given to
the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders
and the Owner of the Excess Spread up to the last day of the month in which the
Cash Liquidation (or REO Disposition) occurred on the Stated Principal Balance
of such Mortgage Loan (or REO Property) outstanding during each Due Period that
such interest was not paid or advanced, minus (iii) the proceeds, if any,
received during the month in which such Cash Liquidation (or 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
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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 I: The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage
Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall
be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to
the Trust Fund,
(iii) property which secured a Mortgage Loan and which
has been acquired for the benefit of the
Certificateholders 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.
REMIC I Certificates: The Class R-I Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests conveyed in trust to the Trustee for
the benefit of the holders of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
NY1-172102.4
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the Owner of the Excess Spread and Class R-II Certificates pursuant to Section
2.06, with respect to which a separate REMIC election is to be made.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Variable Strip, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of
the Trustee for the benefit of the Certificateholders 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
NY1-172102.4
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from time to time under this Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage Loan.
Reserve Fund: The account established and maintained by the
Trustee in accordance with Section 4.09.
Reserve Withdrawal: As defined in Section 4.09.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Salomon Brothers: Salomon Brothers Inc.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator
in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to
such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of
Mortgage Loans generally in the form of the Seller Contract referred to or
contained in the Program Guide, or in such other form as has been approved by
the Master Servicer and the Company, each containing representations and
warranties in respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to
any Distribution Date, the percentage indicated below:
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Senior Accelerated
Distribution Date Distribution Percentage
November 1996 through
October 2001......................... 100%
November 2001 through
October 2002......................... Senior Percentage, plus 70% of
the Subordinate Percentage
November 2002 through
October 2003......................... Senior Percentage, plus 60% of
the Subordinate Percentage
November 2003 through
October 2004......................... Senior Percentage, plus 40% of
the Subordinate Percentage
November 2004 through
October 2005......................... Senior Percentage, plus 20% of
the Subordinate Percentage
November 2005 and
thereafter........................... Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date are
less than 10% of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Certificate Principal Balance of the Class A-12 Certificates) to
NY1-172102.4
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zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Certificates: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class R-I and Class R-II 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-12 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
(other than the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and (ii)(X) and (b) the sum of the amounts required to be distributed
to the Class A Certificateholders and Class R Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
NY1-172102.4
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Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,122,400 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 49.96% (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.
NY1-172102.4
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Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Spread Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 8.00%
(but not less than 0.00%) per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in
interest.
Stated Principal Balance: With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100%
minus the Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other
NY1-172102.4
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than the related Discount Fraction of such Principal Payments in Full and
Curtailments with respect to a Discount Mortgage Loans) to the extent not
payable to the Class A Certificates and Class R Certificates; (iv) if such Class
is the most senior Class of Certificates then outstanding (as established in
Section 4.05 hereof), any Excess Subordinate Principal Amount for such
Distribution Date; and (v) any amounts described in clauses (i), (ii) and (iii)
as determined for any previous Distribution Date, that remain undistributed to
the extent that such amounts are not attributable to Realized Losses which have
been allocated to a subordinate Class of Class M or Class B Certificates minus
(b) any Excess Subordinate Principal Amount not payable to such Class on such
Distribution Date pursuant to the definition thereof; provided, however, that
such amount shall in no event exceed the outstanding Certificate Principal
Balance of such Class of Certificates immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the
time of reference thereto, is subject to a Subservicing
Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into
a Subservicing Agreement and who generally satisfied the requirements set forth
in the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a
Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally in the form of the
servicer contract referred to or contained in the Program Guide or in such other
form as has been approved by the Master Servicer and the Company.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to
the related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to
the Master Servicer) in respect of subservicing and other compensation that
accrues at an annual rate equal to the excess of the Mortgage Rate borne by the
related Mortgage Note over the rate per annum designated on the Mortgage Loan
Schedule as the "CURR NET" for such Mortgage Loan.
Super Senior Optimal Percentage: As of any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
A-4 Certificates and Class A-7 Certificates immediately prior to
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such Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Senior Certificates (other than the Class A-12
Certificates) immediately
prior to such Distribution Date.
Super Senior Optimal Principal Distribution Amount: As of any
Distribution Date on or after the Credit Support Depletion Date the product of
(a) the then-applicable Super Senior Optimal Percentage and (b) the sum of the
amounts described in clauses (A) through (E) of Section 4.02(a)(ii)(Y).
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: REMIC I and REMIC II. The Trust Fund
specifically excludes the Reserve Fund.
Uncertificated Accrued Interest: With respect to each Distribution
Date, (i) as to Uncertificated REMIC I Regular Interest U, an amount equal to
the aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-5 and Class A-6 Certificates if
the Pass-Through Rate on such Classes were equal to the Pass-Through Rate on
Uncertificated REMIC I Regular Interest U, (ii) as to Uncertificated REMIC I
Regular Interest V, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-4 Certificates if the Pass-Through Rate on such Classes were
equal to the Pass-Through Rate on Uncertificated REMIC I Regular Interest V,
(iii) as to Uncertificated REMIC I Regular Interest W, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-1, Class A-8 and Class A-9
Certificates if the Pass-Through Rate on such Classes were equal
NY1-172102.4
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to the Uncertificated Pass-Through Rate on Uncertificated REMIC I Regular
Interest W, (iv) as to Uncertificated REMIC I Regular Interest X, an amount
equal to the aggregate amount of Accrued Certificate Interest that would result
under the terms of the definition thereof on the Class A-12 Certificates if the
Pass-Through Rate on such Class were equal to the Uncertificated Pass-Through
Rate on Uncertificated REMIC I Regular Interest X, (v) as to Uncertificated
REMIC I Regular Interest Y, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on the Class A-2, Class A-3, Class A-7, Class A-10, Class A-11, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates if
the Pass-Through Rates on such Classes were equal to the Uncertificated
Pass-Through Rate on Uncertificated REMIC I Regular Interest Y and (vi) as to
each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC II
Regular Interest, an amount equal to one month's interest at the Spread Rate of
the related Mortgage Loan on the principal balance of such Mortgage Loan reduced
by such Interest's pro-rata share of any prepayment interest shortfalls or other
reductions of interest allocable to the Excess Spread.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests U, V, W, X and Y, 9.00%, 7.25%, 7.50%,
0.00% and 8.00%, respectively. With respect to each Uncertificated REMIC I
Regular Interest Z and each Uncertificated REMIC II Regular Interest Z the
Spread Rate for the related Mortgage Loan.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, an amount equal to
$36,000,000.00 with respect to Uncertificated REMIC I Regular Interest U, an
amount equal to $3,200,000.00 with respect to Uncertificated REMIC I Regular
Interest V, an amount equal to $67,200,000.00 with respect to Uncertificated
REMIC I Regular Interest W, $575,632.40 with respect to Uncertificated REMIC I
Regular Interest X, $104,796,661.00 with respect to Uncertificated REMIC I
Regular Interest Y and $0 with respect to Uncertificated REMIC I Regular
Interests Z, minus (ii) the sum of (x) the aggregate of all amounts previously
deemed distributed with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section 4.08(a)(ii) and (y)
the aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses that were previously deemed
allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I
Regular Interest pursuant to Section 4.08(d).
Uncertificated REMIC I Regular Interest U: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate
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Certificate Principal Balance of the Class A-5 and Class A-6 Certificates and
the denominator of which is the aggregate Certificate Principal Balance of all
of the Certificates, and which bears interest at a rate equal to 9.00% per
annum.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-4 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 7.25% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1, Class A-8 and Class
A-9 Certificates and the denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which bears interest at a rate
equal to 7.50% per annum.
Uncertificated REMIC I Regular Interest X: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-12 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 0.00% per annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-2, Class A-3, Class A-7,
Class A-10, Class A-11, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificates and the denominator of which is the
aggregate Certificate Principal Balance of all of the Certificates, and which
bears interest at a rate equal to 7.50% per annum.
Uncertificated REMIC I Regular Interests Z: The 833 uncertificated
partial undivided beneficial ownership interests in REMIC I, numbered
sequentially from 1 to 833, each relating to a particular Mortgage Loan
identified by such sequential number on the Mortgage Loan Schedule, each having
no principal balance,
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and each bearing interest at the respective Spread Rate on the Stated Principal
Balance of the related Mortgage Loan.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I
Regular Interest U, Uncertificated REMIC I Regular Interest V, Uncertificated
REMIC I Regular Interest W, Uncertificated REMIC I Regular Interest X,
Uncertificated REMIC I Regular Interest Y and Uncertificated REMIC I Regular
Interests Z.
Uncertificated REMIC I Regular Interest U Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest U for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interests Z Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest U Distribution Amount, Uncertificated
REMIC I Regular Interest V Distribution Amount, Uncertificated REMIC I Regular
Interest W Distribution Amount, Uncertificated REMIC I Regular Interest X
Distribution Amount, Uncertificated REMIC I Regular Interest Y Distribution
Amount and Uncertificated REMIC I Regular Interests Z Distribution Amount.
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Uncertificated REMIC II Regular Interests: The 833 uncertificated
partial undivided beneficial ownership interests in REMIC II numbered
sequentially from 1 through 833 each relating to the identically numbered
Uncertificated REMIC I Regular Interests Z, each having no principal balance and
bearing interest at a rate equal to the related Spread Rate on the Stated
Principal Balance of the Mortgage Loan related to the identically numbered
Uncertificated REMIC I Regular Interests Z, comprising, if such Uncertificated
REMIC II Regular Interest Z is represented by the Excess Spread or a Variable
Strip Certificate, such Uncertificated REMIC II Regular Interest's pro rata
share of the amount distributed pursuant to Sections 4.02(a) and (b) in respect
of such Excess Spread or Variable Strip Certificate.
Uncertificated REMIC II Regular Interests Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 4.08(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after
December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
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. 98.0% 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; 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
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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.
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the
Class A-5 Certificates and Class A-6 Certificates for any Interest Accrual
Period (other than the initial Interest Accrual Period) will be determined on
each LIBOR Rate Adjustment Date.
On each LIBOR Rate Adjustment Date, LIBOR shall be established by the
Trustee and, as to any Interest Accrual Period, will equal the rate for one
month United States dollar deposits that appears on the Telerate Screen Page
3750 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date.
"Telerate Screen Page 3750" means the display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London interbank offered rates of major banks). If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, LIBOR shall be so
established by use of such other service for displaying LIBOR or comparable
rates as may be selected by the Trustee after consultation with the Master
Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate"
will be determined on the basis of the rates at which deposits in U.S. Dollars
are offered by the reference banks (which shall be any three major banks that
are engaged in transactions in the London interbank market, selected by the
Trustee after consultation with the Master Servicer) as of 11:00 a.m., London
time, on the LIBOR Rate Adjustment Date to prime banks in the London interbank
market for a period of one month in amounts approximately equal to the
Certificate Principal Balance of the Class A-5 Certificates then outstanding.
The Trustee will request the principal London office of each of the reference
banks to provide a quotation of its rate. If at least two such quotations are
provided, the rate will be the arithmetic mean of the quotations rounded up to
the next multiple of 1/16%. If on such date fewer than two quotations are
provided as requested, the rate will be the arithmetic mean of the rates quoted
by one or more major banks in New York City, selected by the Trustee after
consultation with the Master Servicer, as of 11:00 a.m., New York City time, on
such date for loans in U.S. Dollars to leading European banks for a period of
one month in amounts approximately equal to the Certificate Principal Balance of
the Class A-5 Certificates then outstanding. If no such quotations can be
obtained, the rate will be LIBOR for the prior Distribution Date.
The establishment of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the Trustee's subsequent calculation of the
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Pass-Through Rate applicable to the Class A-5 Certificates and Class A-6
Certificates for the relevant Interest Accrual Period, in the absence of
manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date the Trustee shall
supply the Master Servicer with the results of its determination of LIBOR on
such date. Furthermore, the Trustee will supply to any Certificateholder so
requesting by telephone the Pass-Through Rate on the Class A-5 Certificates and
Class A-6 Certificates for the current and the immediately preceding Interest
Accrual Period. Certificateholders may obtain such Pass-Through Rates by calling
the Trustee at 1-800-735-7777.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has
been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof
to the Person assigning it to the Trustee or a copy of such assignment
or assignments of the Mortgage certified by the public recording office
in which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a
copy of each modification, assumption agreement or preferred loan
agreement certified
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by the public recording office in which such document has
been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee,
or with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the Cooperative
Loan with intervening assignments showing an unbroken chain of title
from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect
to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and
any continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of recording
thereof, evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Cooperative Loan;
and
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(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 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
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Assignment referred to in clause (I)(iii) of Section 2.01(b), except in states
where, in the opinion of counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the Trustee's interests in
the Mortgage Loan against the claim of any subsequent transferee or any
successor to or creditor of the Company or the originator of such Mortgage Loan
and shall promptly cause to be filed the Form UCC-3 assignment and UCC-1
financing statement referred to in clause (II)(vii) and (x), respectively, of
Section 2.01(b). If any Assignment, Form UCC-3 or Form UCC-1, as applicable, is
lost or returned unrecorded to the Company because of any defect therein, the
Company shall prepare a substitute Assignment, Form UCC-3 or Form UCC-1, as
applicable, or cure such defect, as the case may be, and cause such Assignment
to be recorded in accordance with this paragraph. The Company shall promptly
deliver or cause to be delivered to the Trustee or the respective Custodian such
Mortgage or assignment or Form UCC-3 or Form UCC-1, as applicable, (or copy
thereof certified by the public recording office) with evidence of recording
indicated thereon upon receipt thereof from the public recording office or from
the related Subservicer. In connection with its servicing of Cooperative Loans,
the Master Servicer will use its best efforts to file timely continuation
statements with regard to each financing statement and assignment relating to
Cooperative Loans as to which the related Cooperative Apartment is located
outside of the State of New York.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(II)(vi) and (vii) and that may be delivered as a copy rather than the original
may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01 and the
Uncertificated REMIC I Regular Interests as provided for in Section 2.06 be
construed as a sale by the Company to the Trustee of the Mortgage Loans and the
Uncertificated REMIC I Regular Interests for the benefit of the
Certificateholders 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
and the Uncertificated REMIC I Regular Interests by the Company to the Trustee
to secure a debt or other obligation of the Company. However, in the event that
the Mortgage Loans and the Uncertificated REMIC I Regular Interests are held to
be property of the Company or of Residential Funding, or if for any reason this
Agreement is held or deemed to create a security interest in the Mortgage Loans
and the Uncertificated REMIC I Regular Interests, then it is intended that (a)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Sections 2.01 and 2.06 shall be deemed to be (1) a grant by the
Company to the Trustee of a security interest in all of the Company's right
(including the power to convey title thereto), title and
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interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
Loans, including (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease, any insurance policies and all other documents
in the related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any insurance
policies and all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C)
the Uncertificated REMIC I Regular Interests and (D) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held or invested in the Certificate Account or the
Custodial Account, whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of any security
interest in any and all of Residential Funding's right (including the power to
convey title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses (1)(A), (B),
(C) and (D) granted by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any
other agent of the Trustee of Mortgage Notes or such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party," or possession by a purchaser or
a person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 9-305, 8-313 or 8-321 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and
the Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, the Uncertificated
REMIC I Regular Interests 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 and the Uncertificated REMIC I Regular Interests, as evidenced by
an Officer's Certificate of the Company, including without limitation (x)
continuation statements, and (y) such other statements as may be occasioned by
(1) any change of name of Residential Funding, the Company or the Trustee (such
preparation and filing shall be at the expense of the Trustee, if occasioned by
a change in the Trustee's name), (2) any change of location of the place of
business or the chief executive office of Residential Funding or the Company,
(3) any transfer of any interest of Residential Funding or the Company in any
Mortgage Loan or (4) any transfer of any interest of Residential Funding or the
Company in any Uncertificated REMIC I Regular Interest.
(f) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $540,069.00 (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net Mortgage
Rate for the Due Date in November 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 November 1996. Notwithstanding anything herein to
the contrary, the Initial Monthly Payment Fund shall not be an asset of REMIC I
or REMIC II. To the extent that the Initial Monthly Payment Fund constitutes a
reserve fund for federal income tax purposes, (1) it shall be an outside reserve
fund and not an asset of the REMIC, (2) it shall be owned by the Seller and (3)
amounts transferred by the REMIC to the Initial Monthly Payment Fund shall be
treated as transferred to the Seller or any successor, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, in trust for the use and
benefit of all present and future Certificateholders and the Owner of the Excess
Spread. The Trustee or Custodian (such Custodian being so obligated under a
Custodial Agreement) agrees, for the benefit of
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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 purchase such Mortgage Loan from REMIC I at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; 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,
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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;
(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
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properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate
of the Company or the Trustee by the Master Servicer will, to the
knowledge of the Master Servicer, contain any untrue statement of a
material fact or omit a material fact necessary to make the
information, certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each existing Subservicing
Agreement and each designated Subservicer are acceptable to the Master
Servicer and any new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any Mortgage Loan, the
party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). Within
90 days of its discovery or its receipt of notice of such breach, the Master
Servicer shall either (i) cure such breach in all material respects or (ii) to
the extent that such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the Purchase Price
and in the manner set forth in Section 2.02; 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
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breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders and the Owner of the Excess Spread or the
Trustee on behalf of the Certificateholders and such Owner.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders and the Owner of the Excess Spread that as of the
Closing Date (or, if otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment
of principal and interest as of the Cut-off Date and no Mortgage Loan
has been so delinquent more than once in the 12-month period prior to
the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true
and correct in all material respects at the date or dates respecting
which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month
and terms to maturity at origination or modification of not more than
15 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan is
secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80% (except for one Mortgage Loan with a
Loan-to-Value Ratio at origination of 81%), such Mortgage Loan is the
subject of a Primary Insurance Policy that insures (a) at least 25% of
the principal balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 17% of
such balance if the Loan-to-Value Ratio is between 90.00% and 85.01%
and (c) at least 12% of such balance if the Loan-to-Value Ratio is
between 85.00% and 80.01%. To the best of the Company's knowledge, each
such Primary Insurance Policy is in full force and effect and the
Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are
insurance companies whose claims-paying abilities are
currently acceptable to each Rating Agency;
(vi) No more than 1.1% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California, no more than
0.9% of the Mortgage Loans by aggregate Stated Principal Balance as of
the Cut-off Date are secured by Mortgaged Properties located in any one
zip code area outside California, and none of the Mortgage Loans are
Cooperative Loans;
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(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Approximately 13.32% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten under
a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would
be owner-occupied and therefore would not be an investor property as of
the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) No more than 0.5% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date are Buydown
Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage
under Section 860G(a)(3)(A) of the Code and Treasury
Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and
remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan
is held by a person as a tenant-stockholder (as defined in Section 216
of the Code) in a cooperative housing corporation (as defined in
Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either
(a) the value of the related Mortgaged Property as of the date the
Mortgage Loan was originated was not less than the appraised value of
such
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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) None of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee
or any Custodian of a breach of any of the representations and warranties set
forth in this Section 2.03(b) which materially and adversely affects the
interests of the Certificateholders and the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (any Custodian being so obligated under a Custodial
Agreement); provided, however, that in the event of a breach of the
representation and warranty set forth in Section 2.03(b)(xii), the party
discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material respects or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that the Company shall have the option to
substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan
if such substitution occurs within two years following the Closing Date;
provided that if the omission or defect would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or repurchase must occur within 90 days from the date such breach
was discovered. Any such substitution shall be effected by the Company under the
same terms and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the obligation of the
Company to cure such breach or to so purchase or substitute for any Mortgage
Loan as to which such a breach has occurred and is continuing shall constitute
the sole remedy respecting such breach available to the Certificateholders and
the Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner. Notwithstanding the foregoing, the Company
shall not be required to cure breaches or purchase or substitute for Mortgage
Loans as provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
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Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
and the Owner of the Excess Spread all of its right, title and interest in
respect of the Assignment Agreement and each Seller's Agreement applicable to a
Mortgage Loan. Insofar as the Assignment Agreement or such Seller's Agreement
relates to the representations and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such representations and warranties, such right,
title and interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders and the Owner of the Excess Spread. Upon the
discovery by the Company, the Master Servicer, the Trustee or any Custodian of a
breach of any of the representations and warranties made in a Seller's Agreement
or the Assignment Agreement (which, for purposes hereof, will be deemed to
include any other cause giving rise to a repurchase obligation under the
Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders and the Owner of the
Excess Spread in such Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that in the case of a breach under the
Assignment Agreement Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date, except that if
the breach would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such 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
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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, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders and the Owner of the Excess Spread to reflect the removal
of such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Loan,
the amended Schedule of Discount Fractions, to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement and the related Subservicing Agreement in all
respects, the related Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute Mortgage Loan contained
in the related Seller's Agreement as of the date of substitution, and the
Company and the Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of
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the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to 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. Issuance of Certificates Evidencing Interests
in REMIC I Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in REMIC I, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Class R-I Certificates in authorized denominations which
together with the Uncertificated REMIC I Regular Interests, evidence ownership
of REMIC I. The rights of the Class R-I Certificateholders and REMIC II to
receive distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the Uncertificated REMIC I Regular Interests, and all ownership
interests of the Class R-I Certificateholders and REMIC II in such
distributions, shall be as set forth in this Agreement.
Section 2.06. Conveyance of Uncertificated REMIC I
and REMIC II Regular Interests; Acceptance
by the Trustee.
The Company, as of the Closing Date, and concurrently with the
execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Company in and to the Uncertificated REMIC I
Regular Interests to the Trustee
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for the benefit of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Variable Strip, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-II Certificateholders and the Owner of the Excess Spread. The
Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Variable Strip, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificate-holders and the Owner of the Excess
Spread. The rights of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12,
Variable Strip, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-II Certificateholders and the Owner of the Excess Spread to receive
distributions from the proceeds of REMIC II in respect of the Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10, Class A-11, Class A-12, Variable Strip, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates and the
Excess Spread, and all ownership interests of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Variable Strip, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders and the Owner
of the Excess Spread in such distributions, shall be as set forth in this
Agreement.
Section 2.07. Issuance of Certificates Evidencing Interest
in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II Certificates in authorized denominations which, together with
the ownership interest in the Excess Spread, evidence ownership of the entire
REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans
in accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders, the Owner of the Excess Spread and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge, or of consent to assumption or modification in
connection with a proposed conveyance, or of assignment of any Mortgage and
Mortgage Note in connection with the repurchase of a Mortgage Loan and all other
comparable instruments, or with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the subordination of the
lien of the Mortgage in favor of a public utility company or government agency
or unit with powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to an Insurer, the acquisition of any
property acquired by foreclosure or deed in lieu of foreclosure, or the
management, marketing and conveyance of any property acquired by foreclosure or
deed in lieu of foreclosure with respect to the Mortgage Loans and with respect
to the Mortgaged Properties. Notwithstanding the foregoing, subject to Section
3.07(a), the Master Servicer shall not permit any modification with respect to
any Mortgage Loan that would both constitute a sale or exchange of such Mortgage
Loan within the meaning of Section 1001 of the Code and any proposed, temporary
or final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause REMIC
I or REMIC II to fail to qualify as a REMIC 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
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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.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of
Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this
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Agreement and as the Master Servicer and the Subservicer have agreed. A
representative form of Subservicing Agreement is attached to this Agreement as
Exhibit G. With the approval of the Master Servicer, a Subservicer may delegate
its servicing obligations to third-party servicers, but such Subservicer will
remain obligated under the related Subservicing Agreement. The Master Servicer
and a Subservicer may enter into amendments thereto or a different form of
Subservicing Agreement, and the form referred to or included in the Program
Guide is merely provided for information and shall not be deemed to limit in any
respect the discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
either this Agreement or the Program Guide in a manner which would materially
and adversely affect the interests of the Certificateholders or the Owner of the
Excess Spread.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee, the Certificateholders and the Owner of the
Excess Spread, shall use its best reasonable efforts to enforce the obligations
of each Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the non-performance of
any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will
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be bound by the terms of the related Subservicing Agreement. If the Master
Servicer or any Affiliate of Residential Funding acts as servicer, it will not
assume liability for the representations and warranties of the Subservicer which
it replaces. If the Master Servicer enters into a Subservicing Agreement with a
successor Subservicer, the Master Servicer shall use reasonable efforts to have
the successor Subservicer assume liability for the representations and
warranties made by the terminated Subservicer in respect of the related Mortgage
Loans and, in the event of any such assumption by the successor Subservicer, the
Master Servicer may, in the exercise of its business judgment, release the
terminated Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee,
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 Certificateholder
s
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.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the Trustee,
its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments
;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any such advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive,
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modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver, modification,
postponement or indulgence is not materially adverse to the interests of the
Certificateholders or the Owner of the Excess Spread (taking into account any
estimated Realized Loss that might result absent such action); provided,
however, that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
Maturity Date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as otherwise specifically provided herein, the following
payments and collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of
any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
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required to be deposited in connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to
Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds
and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses
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incurred in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the Custodial
Account by the Master Servicer out of its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the location
of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate on any Curtailment received by such
Subservicer in respect of a Mortgage Loan from the related Mortgagor during any
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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
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall
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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 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;
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(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;
(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.
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(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders and the Owner of the Excess Spread (and not theretofore
reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. 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
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
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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 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
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replacement bond or policy from an issuer or insurer, as the case may be,
meeting the requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note
or Mortgage, to the extent permitted under applicable law and governmental
regulations, but only to the extent that such enforcement will not adversely
affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption
which the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale clause
or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (i) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
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thereunder) and (ii) cause either REMIC I or REMIC II to fail to qualify as such
under the Code or (subject to Section 10.01(f)), result in the imposition of any
tax on "prohibited transactions" or constitute "contributions" after the startup
date under the REMIC Provisions. The Master Servicer shall execute and deliver
such documents only if it reasonably determines that (i) its execution and
delivery thereof will not conflict with or violate any terms of this Agreement
or cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of insurers under
any Required Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the terms
of the Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize
over the remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be altered nor will the
term of the Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or 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 neither REMIC I nor REMIC II would 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
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Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds 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
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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 Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
REMIC I as an REO Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be
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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 REMIC I until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) In the event that REMIC I acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of REMIC I shall dispose of such REO Property
within two years after its acquisition by REMIC I for purposes of Section
860G(a)(8) of the Code or, at the expense of REMIC I, request, more than 60 days
before the day on which the two-year grace period would otherwise expire, an
extension of the two-year grace period unless the Master Servicer (subject to
Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee and the Master Servicer, to the effect that the holding by REMIC I
of such REO Property subsequent to such two-year period will not result in the
imposition of taxes on "prohibited transactions" as defined in Section 860F of
the Code or cause REMIC I to fail to qualify as a REMIC at any time that any
Uncertificated REMIC I Regular Interests are outstanding, in which case REMIC I
may continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by REMIC I shall be rented (or allowed
to continue to be rented) or otherwise used by or on behalf of REMIC I in such a
manner or pursuant to any terms that would (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject REMIC I to the imposition of any federal income taxes
on the income earned from such REO Property, including any taxes imposed by
reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to
indemnify and hold harmless REMIC I with respect to the imposition of any such
taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as
well as any recovery resulting from a
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collection of Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be
applied in the following order of priority: first, to reimburse the Master
Servicer or the related Subservicer in accordance with Section 3.10(a)(ii);
second, to the Certificateholders and the Owner of the Excess Spread to the
extent of accrued and unpaid interest on the Mortgage Loan, and any related REO
Imputed Interest, at the Net Mortgage Rate to the Due Date prior to the
Distribution Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer
shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
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
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insurance coverage provided in respect of the Mortgage Loan under any Required
Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or
cause the Custodian to deliver, the Mortgage File or any document therein to the
Master Servicer. The Master Servicer shall cause each Mortgage File or any
document therein so released to be returned to the Trustee, or the Custodian as
agent for the Trustee when the need therefor by the Master Servicer no longer
exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial
Account or (ii) the Mortgage File or such document has been delivered directly
or through a Subservicer to an attorney, or to a public trustee or other public
official as required by law, for purposes of initiating or pursuing legal action
or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered directly or
through a Subservicer to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery. In
the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the
Request for Release with respect thereto to the Master Servicer upon deposit of
the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the
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event that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of
amounts reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a
Cash Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on amounts in
the Custodial Account or the Certificate Account or otherwise shall be retained
by the Master Servicer or the Subservicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid,
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of premiums for the Primary Insurance Policies, if
any, to the extent such premiums are not required to be paid by the related
Mortgagors, and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as specifically provided
in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the transfer of
all of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
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Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year 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
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.
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
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American Institute of Certified Public Accountants, to furnish a report to the
Company and the Trustee stating its opinion that, on the basis of an examination
conducted by such firm substantially in accordance with standards established by
the American Institute of Certified Public Accountants, the assertions made
pursuant to Section 3.18 regarding compliance with the minimum servicing
standards set forth in the Uniform Single Attestation Program for Mortgage
Bankers during the preceding calendar year are fairly stated in all material
respects, subject to such exceptions and other qualifications that, in the
opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Rights of the Company in Respect
of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
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Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders and the Owner of
the Excess Spread, which shall mature not later than the Business Day next
preceding the Distribution Date next following the date of such investment
(except that (i) any investment in the institution with which the Certificate
Account is maintained may mature on such Distribution Date and (ii) any other
investment may mature on such Distribution Date if the Trustee shall advance
funds on such Distribution Date to the Certificate Account in the amount payable
on such investment on such Distribution Date, pending receipt thereof to the
extent necessary to make distributions on the Certificates) and shall not be
sold or disposed of prior to maturity. Subject to Section 3.16(e), all income
and gain realized from any such investment shall be for the benefit of the
Master Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments shall
be deposited in the Certificate Account by the Master Servicer out of its own
funds immediately as realized without any right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (i) the Master Servicer on behalf of the
Trustee or (ii) the Paying Agent appointed by the Trustee, shall distribute to
the Owner of the Excess Spread, a distribution thereof pursuant to Section
4.02(a)(i)(X), to the Trustee, in the case of a distribution pursuant to Section
4.02(a)(i)(Y), the amount required to be distributed to the Trustee for deposit
in the Reserve Fund, to the Master Servicer, in the case of a distribution
pursuant to Section 4.02(a)(iii),
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the amount required to be distributed to the Master Servicer or a Subservicer
pursuant to Section 4.02(a)(iii), and to each Certificateholder of record on the
next preceding Record Date (other than as provided in Section 9.01 respecting
the final distribution) either in immediately available funds (by wire transfer
or otherwise) to the account of such Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder has so
notified the Master Servicer or the Paying Agent, as the case may be, or, if
such Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the Percentage Interests
represented by Certificates of the applicable Class held by such Holder) of the
following amounts, in the following order of priority (subject to the provisions
of Section 4.02(b)), in each case to the extent of the Available Distribution
Amount:
(i) (X) to the Class A Certificateholders (other than the
Class A-12 Certificateholders), Class R Certificateholders and the
Owner of the Excess Spread, on a pro rata basis based on Accrued
Certificate Interest payable on such Certificates and the amount of
Excess Spread with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates and such Excess
Spread, as applicable, for such Distribution Date, plus any Accrued
Certificate Interest thereon or Excess Spread remaining unpaid from any
previous Distribution Date except as provided in the last paragraph of
this Section 4.02(a), together with, as to any Class A-4 Certificate,
any Reserve Withdrawal pursuant to Section 4.09 hereof; and
(Y) to the Trustee for deposit in the Reserve Fund in
the amount equal to the aggregate of all Reserve Withdrawals that were
made on any previous Distribution Date because the Available
Distribution Amount was insufficient to pay the full amount of Accrued
Certificate Interest on the Class A-4 Certificates, but only to the
extent that any such amount was not previously reimbursed pursuant to
this Section 4.02(a)(i);
(ii) (X) to the Class A-12 Certificateholders, the
Class A-12 Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than
Class A-12 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) and (d), the sum of the following (applied to
reduce the Certificate Principal Balances of such Class A Certificates
or Class R Certificates, as applicable):
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(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each Discount
Mortgage Loan) which together with other Bankruptcy
Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the
amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a
Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the related Prepayment Period (other than
the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to a
Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related Prepayment
Period (or deemed to have been so received in
accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (other than the related Discount
Fraction of the principal portion of such
unscheduled, collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during the
related Prepayment Period (or was deemed to have occurred
during such period in accordance with Section 3.07(b)) and
did not result in any Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an
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amount equal to the lesser of (a) the Senior Percentage
for such Distribution Date times the Stated Principal
Balance of such Mortgage Loan (other than the related
Discount Fraction of such Stated Principal Balance, with
respect to a Discount Mortgage Loan) and (b) the Senior
Accelerated Distribution Percentage for such Distribution
Date times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by the
Master Servicer as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (in each case other
than the portion of such unscheduled collections, with
respect to a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage
for such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received in
the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full
and Curtailments, with respect to a Discount Mortgage
Loan) or, on or after the occurrence of the Cross-Over
Distribution Date, the aggregate amount of such Principal
Prepayments in Full or Curtailments actually allocated to
the Senior Certificates;
(D) any Excess Subordinate Principal Amount for
such Distribution Date;
(E) any amounts described in subsection (ii)(Y),
clauses (A), (B) and (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent that
such amounts are not attributable to Realized Losses which
have been allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
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<PAGE>
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-12 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 the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date, minus (y) the amount of any
Class A-12 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-12 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction
of the Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon
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<PAGE>
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-12 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-12 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-12 Collection
Shortfalls for such Distribution Date or remaining unpaid for all
previous Distribution Dates to the extent the amounts available
pursuant to clause (x) of Section 4.02(a)(xv) are insufficient
therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date minus (y) the amount
of any Class A-12 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates applied in
reduction of the Certificate Principal Balance of the Class B-3
Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section
4.02(b), the portion, if any, of the Available Distribution
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Amount remaining after the foregoing distributions, applied to reduce
the Certificate Principal Balances of such Class A and Class R
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of Class
A and Class R Certificates, and thereafter, to each Class of Class M
Certificates then outstanding beginning with such Class with the lowest
numerical designation, any portion of the Available Distribution Amount
remaining after the Class A Certificates and Class R Certificates have
been retired, applied to reduce the Certificate Principal Balance of
each such Class of Class M Certificates, but in no event more than the
outstanding Certificate Principal Balance of each such Class of Class M
Certificates; and thereafter to each such Class of Class B Certificates
then outstanding beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount remaining
after the Class M Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Class B
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if
any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Class B Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the Class B Certificates are
no longer outstanding, the Class of Class M Certificates then outstanding with
the highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid and Excess
Spread remaining unpaid from any previous Distribution Date will be
distributable only to the extent that such unpaid Accrued Certificate Interest
or Excess Spread was attributable to interest shortfalls relating to
Nonrecoverable Advances as determined by the Master Servicer with respect to the
related Mortgage Loan where such Mortgage Loan has not yet been the subject of a
Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates and Class R
Certificates on each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date will be made as follows:
(i) first, to the Class A-12 Certificates, until the
Certificate Principal Balance thereof is reduced to zero, an amount
(the "Class A-12 Principal Distribution Amount") equal to the aggregate
of:
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(A) the related Discount Fraction of the principal
portion of each Monthly Payment on each Discount Mortgage
Loan due during the related Due Period, whether or not
received on or prior to the related Determination Date,
minus the Discount Fraction of the principal portion of any
related Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal
portion of all unscheduled collections on each Discount
Mortgage Loan received during the preceding calendar month
(other than amounts received in connection with a Cash
Liquidation or REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including
deemed repurchases under Section 3.07(b)) of Discount
Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount
of any shortfall deposited in the Custodial Account in
connection with such substitution);
(C) in connection with the 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-12 Collection Shortfalls
for such Distribution Date and the amount of any Class A-12
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the Eligible
Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be
distributed to the Class R-I Certificates and Class R-II Certificates,
with the amount to be distributed to be allocated to the Class R-I
Certificates and Class R-II Certificates on a pro rata basis in
proportion to their respective Certificate Principal Balances, until
the
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<PAGE>
Certificate Principal Balances thereof have been reduced to
zero;
(iii) from the balance of the Senior Principal Distribution
Amount remaining after the distribution, if any, described in clause
4.02(b)(ii) above, an amount equal to the sum of the following shall be
distributed to the Prepayment Lockout Certificates on a pro rata basis
in proportion to their respective Certificate Balances, in reduction of
the Certificate Principal Balance thereof:
(A) the Prepayment Lockout Certificates'pro rata
share (based on the aggregate Certificate
Principal Balance thereof relative to the
aggregate Certificate Principal Balance of
all classes of Certificates, other than the
Class A-12 Certificates) of the aggregate of
the collections described in Sections
4.02(a)(ii)(Y)(A), (B) and (E) without any
application of the Senior Percentage or
Senior Accelerated Distribution Percentage
described therein; and
(B) the Lockout Distribution Percentage of the
Prepayment Lockout Certificates' pro rata
share (based on the aggregate Certificate
Principal Balance thereof relative to the
aggregate Certificate Principal Balance of
all Classes of Certificates, other than the
Class A-12 Certificates) of the collections
described in Section 4.02(a)(ii)(Y)(C)
without any application of the Senior
Accelerated Distribution Percentage describe
d
therein;
provided that, if the aggregate of the amounts set
forth in Section 4.02(a)(ii)(Y)(A) through (E) is
more than the balance of the Available
Distribution Amount remaining after the amounts
set forth in Sections 4.02(a)(i) and 4.02(b)(i)
have been distributed, the amount paid to the
Prepayment Lockout Certificates pursuant to this
clause (iii) shall be reduced by an amount equal
to the Prepayment Lockout Certificates' pro rata
share (based on the aggregate Certificate
Principal Balance thereof relative to the
aggregate Certificate Principal Balance of all
classes of Senior Certificates, other than the
Class A-12 Certificates) of such difference; and
(iv) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (ii)
and (iii) above shall be distributed as follows:
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(A) first, 16.01190471%, 18.06175589%, 6.93824411%,
25.00000000%, 27.54292123% and 6.44517406% concurrently to
the Class A-1, Class A-2, Class A-3, Class A-5, Class A-8
and Class A-9 Certificates, respectively, until the
Certificate Principal Balance of the Class A-8 Certificates
has been reduced to zero;
(B) second, 16.01190488%, 18.06175610%, 6.93824390%,
25.00000000% and 33.98809512% concurrently to the Class A-1,
Class A-2, Class A-3, Class A-5 and Class A-9 Certificates,
until the Certificate Principal Balances of the Class A-1,
Class A-2 and Class A-9 Certificates have been reduced to
zero;
(C) third, to the Class A-3, Class A-4 and Class A-5
Certificates, on a pro rata basis in proportion to their
then-outstanding respective Certificate Principal Balances,
until the Certificate Principal Balances thereof have been
reduced to zero; and
(D) fourth, to the Class A-7 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
provided that, on the Cross-Over Distribution Date and on each
Distribution Date thereafter, Section 4.02(b)(iii)(B) above shall not
apply and the following will apply: (1) any Excess Subordinate
Principal Amount for any Distribution Date after the Cross-Over
Distribution Date shall be distributed to the Prepayment Lockout
Certificates on a pro rata basis in proportion to their respective
Certificate Principal Balances and (2) the aggregate amount of all
Prepayments in Full and Curtailments (other than the related Discount
Fraction of such Prepayments in Full and Curtailments with respect to
each Discount Mortgage Loan) (or, with respect to the Cross-Over
Distribution Date, the amount of such Prepayments in Full and
Curtailments remaining after the distributions described in clauses
(ii) and (iv) above) received during the preceding calendar month will
be distributed as follows:
(i) on any Distribution Date prior to the Distribution Date
occurring in November 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 Prepayments in Full and Curtailments and
the Prepayment Lockout Certificates will receive, on a pro
rata basis in proportion to their respective Certificate
Principal Balances, the remainder of such Prepayments in
Full and Curtailments;
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(ii) on any Distribution Date occurring on or after the
Distribution Date in November 1999 but prior to the
Distribution Date in November 2005 on which the Prepayment
Allocation Test is met, such Prepayments in Full and
Curtailments will be distributed on a pro rata basis between
the Prepayment Lockout Certificates and the Class M
Certificates and Class B Certificates collectively (with the
amount distributed to the Prepayment Lockout Certificates to
be allocated on a pro rata basis in proportion to their
respective Certificate Principal Balances);
(iii) on any Distribution Date occurring prior to the
Distribution Date occurring in November 2005 on which the
Prepayment Allocation Test is not met, all such Prepayments
in Full and Curtailments will be distributed to the holders
of the Prepayment Lockout Certificates on a pro rata basis
in proportion to their respective Certificate Principal
Balances; and
(iv) on any Distribution Date occurring on or after the
Distribution Date occurring in November 2005, such
Prepayments in Full and Curtailments will be distributed on
a pro rata basis between the Prepayment Lockout Certificates
and the Class M Certificates and Class B Certificates
collectively (with the amount distributed to the Prepayment
Lockout Certificates to be allocated on a pro rata basis in
proportion to their respective Certificate Principal
Balances).
(c) On or after the occurrence of the Credit Support Depletion Date but
prior to the reduction of the Certificate Principal Balance of the Class A-11
Certificates to zero, all priorities relating to distributions as described
above in respect of principal among the various classes of Senior Certificates
(other than the Class A-12 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-12 Certificates and the Senior Principal Distribution
Amount will be distributed among all classes of Senior Certificates (other than
the Class A-12 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-4, Class A-7 and Class A-11 Certificates
will be distributed among such Certificates in the following priority: first, to
the Class A-4 Certificates and Class A-7 Certificates, pro rata in accordance
with their respective amounts of Accrued Certificate Interest, up to an amount
equal to the Accrued Certificate Interest thereon; second, to the Class A-4
Certificates and Class A-7 Certificates, pro rata in accordance with their
respective outstanding Certificate Principal Balances,
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up to the Super Senior Optimal Principal Distribution Amount, in reduction of
the Certificate Principal Balances thereof, until such Certificate Principal
Balances have been reduced to zero; third, to the Class A-11 Certificates, up to
an amount equal to the Accrued Certificate Interest thereon; and fourth, to the
Class A-11 Certificates, the remainder of the amount so distributable among the
Class A-4, Class A-7 and Class A-11 Certificates, until the Certificate
Principal Balance thereof is reduced to zero.
(d) On or after the occurrence of the Credit Support Depletion Date and
upon reduction of the Certificate Principal Balance of the Class A-11
Certificates to zero, all priorities relating to distributions as described
above in respect of principal among the various classes of Senior Certificates
(other than the Class A-12 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-12 Certificates and the Senior Principal Distribution
Amount will be distributed among all Classes of Senior Certificates (other than
the Class A-12 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.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated or to the Owner
of the Excess Spread, if applicable, (with the amounts to be distributed
allocated among such Classes and the Excess Spread in the same proportions as
such Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates.
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Notwithstanding the foregoing, no such distribution shall be made with respect
to the Excess Spread or the Certificates of any Class to the extent that either
(i) such Excess Spread or Class was protected against the related Realized Loss
pursuant to any instrument or fund established under Section 11.01(e) or (ii)
such Excess Spread or Class of Certificates has been deposited into a separate
trust fund or other structuring vehicle and separate certificates or other
instruments representing interests therein have been issued in one or more
classes, and any of such separate certificates or other instruments was
protected against the related Realized Loss pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond, insurance policy
or similar instrument or a reserve fund, or a combination thereof. Any amount to
be so distributed with respect to the Certificates of any Class shall be
distributed by the Master Servicer to the Certificateholders of record as of the
Record Date immediately preceding the date of such distribution, on a pro rata
basis based on the Percentage Interest represented by each Certificate of such
Class as of such Record Date. Any amounts to be so distributed shall not be
remitted to or distributed from the Trust Fund, and shall constitute subsequent
recoveries with respect to Mortgage Loans that are no longer assets of the Trust
Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class of
Certificates will be made on the next Distribution Date, the Master Servicer
shall, no later than the Determination Date in the month of such final
distribution, notify the Trustee and the Trustee shall, no later than two (2)
Business Days after such Determination Date, mail on such date to each Holder of
such Class of Certificates a notice to the effect that: (i) the Trustee
anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such Certificates from
and after the end of the prior calendar month. In the event that
Certificateholders required to
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surrender their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer shall
forward to the Trustee and the Trustee shall forward by mail to each Holder, the
Owner of the Excess Spread and the Company a statement setting forth the
following information as to the Excess Spread and each Class of Certificates to
the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such
Class of Certificates allocable to interest and to the Owner
of the Excess Spread;
(iii) if the distribution to the Holders of such Class of
Certificates or such Owner is less than the full amount that would be
distributable to such Holders or Owner if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer
pursuant to Section 4.04;
(v) the number and Pool Stated Principal Balance of
the Mortgage Loans after giving effect to the distribution
of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due to
Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution
Amount and Prepayment Distribution Percentage, if
applicable;
(viii) on the basis of the most recent reports furnished
to it by Subservicers, the number and aggregate principal
balances of Mortgage Loans that are delinquent (A) one
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month, (B) two months and (C) three months and the number and aggregate
principal balance of Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book
value of any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xi) the Pass-Through Rates on the Class A-5 Certificates and
Class A-6 Certificates for such Distribution Date, separately
identifying LIBOR for such Distribution Date;
(xii) 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;
(xiii) the weighted average Spread Rate for such
Distribution Date and the Pass-Through Rate on any Class of
Variable Strip Certificates;
(xiv) the occurrence of the Credit Support Depletion
Date;
(xv) the Senior Accelerated Distribution Percentage
applicable to such distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such
Distribution Date;
(xviii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xix) the weighted average remaining term to maturity of
the Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date;
(xx) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date; and
(xxi) the amount of any payment made from the Reserve Fund on
such Distribution Date and the balance of the Reserve Fund after giving
effect to such amounts.
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In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Owner of the Excess Spread or the Holder of a Certificate,
other than a Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Master Servicer pursuant to any requirements of the
Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master Servicer
.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders and the Owner of the Excess
Spread by the Master Servicer on request) setting forth (i) the Available
Distribution Amount and (ii) the amounts required to be
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withdrawn from the Custodial Account and the 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). The determination by the
Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Debt Service
Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly Payments
were delinquent as of the close of business as of the related Determination
Date; provided that no Advance shall be made if it would be a Nonrecoverable
Advance, (ii) withdraw from amounts on deposit in the Custodial Account and
deposit in the Certificate Account all or a portion of the Amount Held for
Future Distribution in discharge of any such Advance, or (iii) make advances in
the form of any combination of (i) and (ii) aggregating the amount of such
Advance. Any portion of the Amount Held for Future Distribution so used shall be
replaced by the Master Servicer by deposit in the Certificate Account on or
before 11:00 A.M. New York time on any future Certificate Account Deposit Date
to the extent that funds attributable to the Mortgage Loans that are available
in the Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders and the Excess Spread required to be made on the following
Distribution Date. The Master Servicer shall be entitled to use any Advance made
by a Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a)(iii) in respect of outstanding
Advances on any Distribution Date shall be allocated to specific Monthly
Payments due but delinquent for previous Due Periods, which allocation shall be
made, to the extent practicable, to Monthly Payments which have been delinquent
for the longest period of time. Such allocations shall be conclusive for
purposes of reimbursement to the Master Servicer from recoveries on related
Mortgage Loans pursuant to Section 3.10.
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The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period. The amount of each Realized Loss
shall be evidenced by an Officers' Certificate. All Realized Losses, other than
Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or
Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; third, to the Class B-1 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
fourth, to the Class M-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; sixth, to the
Class M-1 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and, thereafter, if such Realized Losses are on a Discount
Mortgage
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Loan, to the Class A-12 Certificates, in an amount equal to the Discount
Fraction of the principal portion thereof, and the remainder of such Realized
Losses and the entire amount of such Realized Losses on Non-Discount Mortgage
Loans among all the Senior Certificates (other than the Class A-12 Certificates)
and, in respect of the interest portion of such Realized Losses, the Excess
Spread, on a pro rata basis, as described below. Any Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses
on Non-Discount Mortgage Loans will be allocated among the Class A (other than
the Class A-12 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-12 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-12 Certificates), Class M, Class B and
Class R Certificates on a pro rata basis, as described below; except that
Defaulted Mortgage Losses otherwise allocable to the Class A-4 and Class A-7
Certificates will be allocated to the Class A-11 Certificates until the
Certificate Principal Balance of the Class A-11 Certificates is reduced to zero.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates and the Excess Spread means
an allocation on a pro rata basis, among the various Classes so specified and
the Excess Spread, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date in the case of the principal
portion of a Realized Loss or based on the Accrued Certificate Interest thereon
or amount of Excess Spread payable on such Distribution Date (without regard to
any Compensating Interest for such Distribution Date) in the case of an interest
portion of a Realized Loss. Except as provided in the following sentence, any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to a Class of Certificates shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated, which allocation shall be
deemed to have occurred on such Distribution Date. Any allocation of the
principal portion of Realized Losses (other than Debt Service Reductions) to the
Class B Certificates or, after the Certificate Principal Balances of the Class B
Certificates have been reduced to zero, to the Class of Class M Certificates
then outstanding with the highest numerical designation shall be made by
operation of the definition of "Certificate Principal Balance" and by operation
of the provisions of Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of
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the provisions of Section 4.02(a). All Realized Losses and all other losses
allocated to a Class of Certificates hereunder will be allocated among the
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby.
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss 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
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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. Distributions on the Uncertificated REMIC I
and REMIC II Regular Interests.
(a) On each Distribution Date the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC I Regular Interests, the
Uncertificated REMIC I Regular Interest Distribution Amounts in the following
order of priority to the extent of the Available Distribution Amount reduced by
distributions made to the Class R-I Certificates pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC
I Regular Interests for such Distribution Date, plus any Uncertificated
Accrued Interest thereon remaining unpaid from any previous
Distribution Date; and
(ii) In accordance with the priority set forth in Section
4.08(b), an amount equal to the sum of the amounts in respect of
principal distributable on the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates under Section 4.02(a),
as allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest U, (ii)
Uncertificated REMIC I Regular Interest V, (iii) Uncertificated REMIC I Regular
Interest W, (iv) Uncertificated REMIC I Regular Interest X and (v)
Uncertificated REMIC I Regular Interest Y with the amount to be distributed
allocated among such interests in accordance with the priority assigned to the
(i) Class A-5 and Class A-6 Certificates, (ii) Class A-4 Certificates, (iii)
Class A-1, Class A-8 and Class A-9 Certificates, (iv) Class A-12 Certificates
and (v) Class A-2, Class A-3, Class A-7, Class A-10, Class A-11, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates, respectively, under Section 4.02(b) until the Uncertificated
Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to the REMIC I Certificates
under Section 4.02(b).
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(d) In determining from time to time the Uncertificated
REMIC Regular Interest Distribution Amounts and Uncertificated REMIC II Regular
Interest Distribution Amounts:
(I) Realized Losses allocated to the Excess Spread and the Variable
Strip Certificates under Section 4.05 shall be deemed allocated to the
REMIC II Uncertificated Regular Interests pro-rata according to the
respective amounts of Uncertificated Accrued Interest that would have
accrued on such Uncertificated REMIC Regular II Interests for the
Distribution Date for which such allocation is being made in the
absence of such allocation;
(II) Realized Losses allocated to the Class A-5 and Class A-6
Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest U;
(III) Realized Losses allocated to the Class A-4 Certificates under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I
Regular Interest V;
(IV) Realized Losses allocated to the Class A-1, Class A-8 and Class
A-9 Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest W; Realized Losses allocated to
the Class A-12 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest X;
(V) Realized Losses allocated to the Class A-2, Class A-3, Class A-7,
Class A-10, Class A-11, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificates under Section 4.05
shall be deemed allocated to Uncertificated REMIC I Regular Interest Y;
and
(VI) Realized Losses allocated to the Uncertificated REMIC II Regular
Interests under clause (I), above, shall be deemed allocated, in each
case, to the related Uncertificated REMIC I Regular Interest Z.
(e) On each Distribution Date the Trustee shall be deemed to distribute
from REMIC II, in the priority set forth in Sections 4.02(a) and (b), to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates and to
the Owner of the Excess Spread the amounts distributable thereon, from the
Uncertificated REMIC I Regular Interest Distribution Amounts deemed to have been
received by REMIC II from REMIC I under this Section 4.08. The amounts deemed
distributed hereunder with respect to the Excess Spread and the Variable Strip
Certificates shall be deemed to have been distributed in respect of the
Uncertificated REMIC II Regular Interests Z in accordance with their respective
Uncertificated REMIC II Regular Interest Distribution Amounts, as such
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Uncertificated REMIC II Regular Interests comprise respectively the Excess
Spread and the Variable Strip Certificates.
(f) Notwithstanding the deemed distributions on the Uncertificated
REMIC I Regular Interests and to the Owner of the Excess Spread described in
this Section 4.08, distributions of funds from the Certificate Account shall be
made only in accordance with Section 4.02.
Section 4.09 Reserve Fund.
No later than the Closing Date, the Trustee will establish and maintain
a segregated trust account that is an Eligible Account, which shall be titled
"Reserve Fund, Bankers Trust Company, as trustee for the registered holders of
Residential Funding Mortgage Securities I, Inc., Mortgage Pass-Through
Certificates, Series 1996-S22, Class A-4." On the Closing Date, the Trustee
shall deposit from amounts received from Salomon Brothers into the Reserve Fund,
cash in an amount equal to $8,000.00.
The Master Servicer shall direct the Trustee on each Distribution Date
to withdraw amounts on deposit in the Reserve Fund for deposit into the
Certificate Account, and to pay to the holders of the Class A-4 Certificates
pursuant to Section 4.02(a)(i)(X) the amount of any Accrued Certificate Interest
thereon not payable from the Available Distribution Amount for such Distribution
Date pursuant to Section 4.02(a)(i)(X) and the amount of any Prepayment Interest
Shortfalls otherwise allocable to the Class A-4 Certificates pursuant to the
definition of Accrued Certificate Interest to the extent not offset by the
Master Servicer pursuant to Section 3.16(e) hereof and to the extent of funds on
deposit in the Reserve Fund (the amount of such withdrawal for any Distribution
Date, a "Reserve Withdrawal").
For federal income tax purposes, Salomon Brothers shall be the owner of
the Reserve Fund and shall report all items of income, deduction, gain or loss
arising therefrom. Notwithstanding anything herein to the contrary, the Reserve
Fund shall not be an asset of REMIC I or REMIC II. The Reserve Fund shall be
invested in Permitted Investments at the written direction of Salomon Brothers.
All income and gain realized from investment of funds deposited in the Reserve
Fund shall be for the sole and exclusive benefit of Salomon Brothers and shall
be remitted by the Trustee to Salomon Brothers semi-annually on the first
Business Day of the month following such Distribution Date. The amount of any
loss incurred in respect of the any such investments shall be deposited in the
Reserve Fund by Salomon Brothers out of its own funds immediately as realized
without any right of reimbursement. The balance, if any, remaining in the
Reserve Fund on the Distribution Date on which the Certificate Principal Balance
of the Class A-4 Certificates is reduced to zero will be distributed by the
Trustee to Salomon Brothers. To
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the extent that the Reserve Fund constitutes a reserve fund for federal income
tax purposes, (1) it shall be an outside reserve fund and not an asset of either
REMIC I or REMIC II and (2) it shall be owned by Salomon Brothers, all within
the meaning of Section 1.860G-2(h) of the Treasury Regulations. The 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 A-6, 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-4 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-1, Class
A-2, Class A-3, Class A-5, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11 and Class A-12 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-12, Class M-1, Class M-2, Class M-3, Class B- 1, Class B-2 and Class B-3
Certificates may be issued in a denomination equal to the denomination set forth
as follows for such Class or the sum of such denomination and an integral
multiple of $1,000:
Class A-12 $25,632.40
Class M-1 $25,400.00
Class M-2 $250,700.00
Class M-3 $250,400.00
Class B-1 $250,900.00
Class B-2 $250,500.00
Class B-3 $250,661.00
The Class A-6, 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 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
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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-6, Class A-12
Certificates 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 Certificate Owners shall hold their respective Ownership Interests
in and to each of the Class A Certificates, other than the Class A-6, Class A-12
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.
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
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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.
(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 II
Regular Interest or Interests specified in writing by the Company to the
Trustee. 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 written 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
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Servicer with a certified list of Certificateholders as of each Record Date
prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at
any office or agency of the Trustee maintained for such purpose pursuant to
Section 8.12 and, in the case of any Class M, Class B or Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like Class and
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as 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
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investment letter shall not be an expense of the Trustee, the Company or the
Master Servicer, and which investment letter states that, among other things,
such transferee (A) is a "qualified institutional buyer" as defined under Rule
144A, acting for its own account or the accounts of other "qualified
institutional buyers" as defined under Rule 144A, and (B) is aware that the
proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class A-11, Class M, Class B or Class R
Certificate presented for registration in the name of any Person, either (i) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase or holding of such Class M, Class B or Class R
Certificate is permissible under applicable law, will not constitute or result
in any non-exempt prohibited transaction under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not
subject the Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master
Servicer or (ii) the prospective transferee shall be required to provide the
Trustee, the Company and the Master Servicer with a certification to the effect
set forth in paragraph six of Exhibit J (with respect to any Class M Certificate
or any Class B Certificate) or with a certification to the effect set forth in
paragraph five of Exhibit I-1 (with respect to any Class R Certificate), which
the Trustee may rely upon without further inquiry or investigation, or such
other certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or any
Person (including an investment manager, a named fiduciary or a trustee of any
such plan) who is using "plan assets" of any such plan to effect such
acquisition. So long as the Class A-11 Certificates are Book-Entry Certificates,
any Transferee of a Class A-11 Certificate 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"
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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 R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of any Class R Certificate
until its receipt of, (I) an affidavit and agreement (a "Transfer
Affidavit and Agreement," in the form attached hereto as Exhibit I-1)
from the proposed Transferee, in form and substance satisfactory to the
Master Servicer, representing and warranting, among other things, that
it is a Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the proposed
Transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a certificate,
in the form attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance satisfactory to
the Master Servicer, representing and warranting, among other things,
that no purpose of the
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proposed Transfer is to impede the assessment or collection
of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not to
transfer its Ownership Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in
a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and Disqualified Organizations
(as defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a Non-United States Person shall become a holder of a
Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
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retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(f) and to the
extent that the retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any, will be remitted by the
Master Servicer to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the sole discretion of
the Master Servicer, and the Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information necessary to
compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
in a Class R Certificate to any Person who is a Disqualified Organization,
including the information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue Service and certain
Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment company, real
estate investment trust, common trust fund, partnership, trust, estate or
organization described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation for
providing such information may be required by the Master Servicer from such
Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there shall
have been delivered to the Trustee the following:
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(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or Class
R Certificates below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency; and
(B) 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 either REMIC I or REMIC II to cease to
qualify as a REMIC and will not cause (x) either REMIC I or REMIC II 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
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
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to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Certificate Registrar) connected therewith. Any duplicate Certificate
issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Company, the Master Servicer, the Trustee, the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(g).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders and the Owner of the Excess Spread
pursuant to Section 4.02. In the event of any such appointment, on or prior to
each Distribution Date the Master Servicer on behalf of the Trustee shall
deposit or cause to be deposited with the Paying Agent a sum sufficient to make
the payments to the Certificateholders and the Owner of the Excess Spread in the
amounts and in the manner provided for in Section 4.02, such sum to be held in
trust for the benefit of the Certificateholders and the Owner of the Excess
Spread.
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
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Servicer or the Company shall have the right, at its option, to purchase the
Certificates in whole, but not in part, at a price equal to the outstanding
Certificate Principal Balance of such Certificates plus the sum of one month's
Accrued Certificate Interest thereon and any previously unpaid Accrued
Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and surrender
of such Certificates at the office or agency of the Trustee therein
designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company,
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as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom and
deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and th
e
Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company
or the Master Servicer; Assignment of Rights
and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
state of its incorporation, and will each obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a party, or
any Person succeeding to the business of the Company or the Master Servicer,
shall be the successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
FNMA or FHLMC; and provided further that each Rating Agency's ratings, if any,
of the Class A, Class M, Class B or Class R Certificates in effect immediately
prior to such merger or consolidation will not be qualified, reduced or
withdrawn as a result thereof (as evidenced by a letter to such effect from each
Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer may assign its rights and delegate its
duties and obligations under this Agreement; provided that the Person accepting
such assignment or
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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 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.
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Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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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
(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
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(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account
an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, either the Company or the Trustee may, and
at the direction of Holders of Certificates or the Owner of the Excess Spread
entitled to at least 51% of the Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Company if given by the Trustee or to
the Trustee if given by the Company), terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. If an Event of Default described in clause (vi)
hereof shall occur, the Trustee shall, by notice to the Master Servicer and the
Company, immediately terminate all of the rights and obligations of the Master
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder as provided in
Section 4.04(b). On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder thereof) or the
Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be vested
in the Trustee or the Trustee's designee appointed pursuant to Section 7.02;
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for administration by it
of all cash
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amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential
Funding in its capacity as Master Servicer hereunder, Residential Funding shall
be entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice of
termination pursuant to Section 7.01 or resigns in accordance with Section 6.04,
the Trustee or, upon notice to the Company and with the Company's consent (which
shall not be unreasonably withheld) a designee (which meets the standards set
forth below) of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Master
Servicer (except for the responsibilities, duties and liabilities contained in
Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers or
Sellers as set forth in such Sections, and its obligations to deposit amounts in
respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to
Sections 3.07(c) and 4.01(b) by the terms and provisions hereof); provided,
however, that any failure to perform such duties or responsibilities caused by
the preceding Master Servicer's failure to provide information required by
Section 4.04 shall not be considered a default by the Trustee hereunder. As
compensation therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been entitled to charge
to the Custodial Account or the Certificate Account if the Master Servicer had
continued to act hereunder and, in addition, shall be entitled to the income
from any Permitted Investments made with amounts attributable to the Mortgage
Loans held in the Custodial Account or the Certificate Account. If the Trustee
has become the successor to the Master
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Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding
the above, the Trustee may, if it shall be unwilling to so act, or shall, if it
is unable to so act, appoint, or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, which is also a
FNMA- or FHLMC-approved mortgage servicing institution, having a net worth of
not less than $10,000,000 as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer hereunder. Pending appointment of a successor to the
Master Servicer hereunder, the Trustee shall become successor to the Master
Servicer and shall act in such capacity as hereinabove provided. In connection
with such appointment and assumption, the Trustee may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of that permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. The Servicing Fee for any successor Master Servicer appointed
pursuant to this Section 7.02 will be lowered with respect to those Mortgage
Loans, if any, where the Subservicing Fee accrues at a rate of less than 0.20%
per annum in the event that the successor Master Servicer is not servicing such
Mortgage Loans directly and it is necessary to raise the related Subservicing
Fee to a rate of 0.20% per annum in order to hire a Subservicer with respect to
such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to 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
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7.04 shall affect the Holders of Certificates or the Owner of the Excess Spread
in the manner set forth in Section 11.01(b)(i), (ii) or (iii). Upon any such
waiver of a default or Event of Default by the Holders representing the
requisite percentage of Voting Rights affected by such default or Event of
Default, such default or Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
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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 both REMIC I and REMIC II as REMICs 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 either REMIC I or
REMIC II to the extent that maintaining such status and avoiding such taxes are
reasonably within the control of the Trustee and are reasonably within the scope
of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default
which may have occurred, the duties and obligations of the
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Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and, in the absence of bad faith on the
part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee by
the Company or the Master Servicer and which on their face, do not
contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder
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
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the Trust Fund or its assets or transactions including, without limitation, (A)
"prohibited transaction" penalty taxes as defined in Section 860F of the Code,
if, when and as the same shall be due and payable, (B) any tax on contributions
to a REMIC after the Closing Date imposed by Section 860G(d) of the Code and (C)
any tax on "net income from foreclosure property" as defined in Section 860G(c)
of the Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders 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
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which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests, aggregating not
less than 50%; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the Trustee
may require reasonable indemnity against such expense or liability as a
condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the Trustee to
be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns prepared by or on behalf of the Master
Servicer that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (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 either REMIC I or REMIC II
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).
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Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and
any co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or in
connection with,
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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 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.
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Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Company. Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders or the Owner of the Excess Spread any
amount required to be distributed hereunder, if such amount is held by the
Trustee or its Paying Agent (other than the Master Servicer or the Company) for
distribution or (ii) to otherwise observe or perform in any material respect any
of its covenants, agreements or obligations hereunder, and such failure shall
continue unremedied for a period of 5 days (in respect of clause (i) above) or
30 days (in respect of clause (ii) above) after the date on which written notice
of such failure, requiring that the same be remedied, shall have been given to
the Trustee by the Company, then the Company may remove the Trustee and appoint
a successor trustee by written instrument delivered as provided in the preceding
sentence. In connection with the appointment of a successor trustee pursuant to
the preceding sentence, the Company shall, on or before the date on which any
such appointment becomes effective, obtain from each Rating Agency written
confirmation that the appointment of any such successor trustee will not result
in the reduction of the ratings on any class of the Certificates below the
lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates or Excess Spread entitled to at least
51% of the Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by
such Holders or their attorneys-in-fact duly authorized, one complete set of
which
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instruments shall be delivered to the Company, one complete set to the Trustee
so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee,
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shall be the successor of the Trustee hereunder, provided such corporation or
national banking association shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders and the Owner of the Excess Spread at
their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate
Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates or the Owner of the Excess Spread of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then
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separate trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article VIII. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian
for the benefit of the Certificateholders and the Owner of the Excess Spread.
Each Custodian shall be a depository institution subject to supervision by
federal or state authority, shall have a combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File. Each Custodial Agreement may be amended only
as provided in Section 11.01. The Trustee shall notify the Certificateholders
and the Owner of the Excess Spread of the appointment of any Custodian (other
than the Custodian appointed as of the Closing Date) pursuant to this Section
8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at Four Albany Street, New
York, New York 10006 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 11.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
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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 increased as is necessary, as determined by the Master
Servicer, to avoid disqualification of either REMIC I or REMIC II 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
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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:
(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
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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, Class B and Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's or the Company's election
to repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.02(a), and
(B) with respect to the Class R Certificates, any excess of the amounts
available for distribution (including the repurchase price specified in clause
(ii) of subsection (a) of this Section) over the total amount distributed under
the immediately preceding clause (A) and the Excess Spread. The Trustee shall
also distribute to the Owner the Excess Spread.
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by
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the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Termination of REMIC II.
REMIC II shall be terminated on the earlier of the Final Distribution
Date and the date on which it is deemed to receive the last deemed distributions
on the Uncertificated REMIC I Regular Interests and the last distribution due on
the Class A, Class M, Class B and Class R-II Certificates is made.
Section 9.03. Additional Termination Requirements.
(a) REMIC I and REMIC II as the case may be, shall be terminated in
accordance with the following additional requirements, unless (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 REMIC I and REMIC II, as the case may be, to
comply with the requirements of this Section 9.03 will not (i) result in the
imposition on the Trust of taxes on "prohibited transactions," as described in
Section 860F of the Code, or (ii) cause either REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for REMIC I and REMIC II, as the case may be, and specify the
first day of such period in a statement attached to the Trust Fund's
final Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for REMIC I and REMIC II, as the case may be,
under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer 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.
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(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for REMIC I and REMIC II at the expense of the
Trust Fund in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of
REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Each such election will be made on Form 1066 or other
appropriate federal tax or information return (including Form 8811) or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued. For the purposes of the
REMIC I election in respect of the Trust Fund, Uncertificated REMIC I Regular
Interests shall be designated as the "regular interests" and the Class R-I
Certificates shall be designated as the sole class of "residual interest" in
REMIC I. For the purposes of the REMIC II election in respect of the Trust Fund,
each of the Class A, Class M and Class B Certificates and the Uncertificated
REMIC II Regular Interests shall be designated as the "regular interests" and
the Class R-II Certificates shall be designated as the sole class of "residual
interests" in REMIC II. The REMIC Administrator and the Trustee shall not permit
the creation of any "interests" (within the meaning of Section 860G of the Code)
in REMIC I or REMIC II other than the Uncertificated REMIC I Regular Interests
and the Class R-I Certificates and the REMIC II Certificates, the Uncertificated
REMIC II Regular Interests and the Class R-II Certificates, respectively.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of each of the Class R-I Certificates
and Class R-II Certificates and shall be designated as "the tax matters person"
with respect to REMIC I and REMIC II in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury regulations section
301.6231(a)(7)-1T. Residential Funding, as tax matters person, shall (i) act on
behalf of REMIC I and REMIC II in relation to any tax matter or controversy
involving the Trust Fund and (ii) represent the Trust Fund in any administrative
or judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs of any such proceeding and
any liability resulting therefrom shall be expenses of the Trust Fund and the
REMIC Administrator shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial Account as
provided by Section 3.10 unless such legal expenses and costs are incurred by
reason of the REMIC Administrator's willful misfeasance, bad faith or gross
negligence. If the REMIC Administrator is no longer the Master
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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 either REMIC
I or REMIC II created hereunder and deliver such Tax Returns in a timely manner
to the Trustee and the Trustee shall sign and file such Tax Returns in a timely
manner. The expenses of preparing such returns shall be borne by the 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 each of REMIC I and
REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of REMIC I and REMIC II created hereunder to take
such actions as are reasonably within the Master Servicer's 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
REMICs under the REMIC Provisions (and the Trustee shall assist the Master
Servicer and the REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). The Master Servicer and
the REMIC Administrator shall not knowingly or intentionally take any action,
cause either REMIC I or REMIC II 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 either REMIC I or REMIC II as a REMIC or (ii) result in
the imposition of a tax upon either REMIC I or REMIC II (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of
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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 each of REMIC I and REMIC II 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 REMIC I or REMIC II or
their assets, or causing REMIC I and REMIC II to take any action, which is not
expressly permitted under the terms of this Agreement, the Trustee will consult
with the Master Servicer or 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 REMIC I or REMIC II, and the Trustee shall
not take any such action or cause REMIC I or REMIC II 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 REMIC I and REMIC II as
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.
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(g) In the event that any tax is imposed on "prohibited transactions"
of REMIC I and REMIC II created hereunder as defined in Section 860F(a)(2) of
the Code, on "net income from foreclosure property" of REMIC I or REMIC II as
defined in Section 860G(c) of the Code, on any contributions to REMIC I or REMIC
II after the Startup Day therefor pursuant to Section 860G(d) of the Code, or
any other tax is imposed by the Code or any applicable provisions of state or
local tax laws, such tax shall be charged (i) to the Master Servicer, if such
tax arises out of or results from a breach by the Master Servicer of any of its
obligations under this Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such tax, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Article X, or (iii) otherwise against amounts
on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to REMIC I and REMIC II on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to REMIC I or REMIC II 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 REMIC I or
REMIC II will not cause either REMIC I or REMIC II to fail to qualify as REMICs
at any time that any Certificates are outstanding or subject REMIC I or REMIC II
to any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which REMIC I or REMIC II will
receive a fee or other compensation for services nor permit either such REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-6 Certificates and Variable Strip Certificates) representing a regular
interest in REMIC II and the Uncertificated Principal Balance of each
Uncertificated REMIC I Regular Interest (other than each Uncertificated REMIC I
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Regular Interest Z) and the rights to the Class A-6 Certificates would be
reduced to zero is October 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 I Regular Interest Z and
Uncertificated REMIC II Regular Interest is October 25, 2026, which is the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt
Obligations" for REMIC I and REMIC II.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of
or substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of REMIC I or REMIC II, (iii) the
termination of REMIC I or REMIC II pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for REMIC I or REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain
nor accept any contributions to REMIC I and REMIC II after the Closing Date
unless it has received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect adversely the status of REMIC I
and REMIC II as REMICs or (b) unless the Master Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax, cause REMIC I or
REMIC II 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.
(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,
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including without limitation, any penalties arising from the Trustee's execution
of Tax Returns prepared by the REMIC Administrator that contain errors or
omissions; provided, however, that such liability will not be imposed to the
extent such breach is a result of an error or omission in information provided
to the REMIC Administrator by the Master Servicer in which case Section 10.02(c)
will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be
amended from time to time by the Company, the Master Servicer and
the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions
herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that would
be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (B) such action
will not adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(g) or any other provision hereof restricting transfer of the Class
R-I Certificates and Class R-II Certificates, by virtue of their being
the "residual interests" in REMIC I and REMIC II, respectively,
provided that (A) such change shall not result in reduction of the
rating assigned to any such Class of Certificates below the lower of
the then-current rating or the rating assigned to such Certificates as
of the Closing Date, as evidenced by a
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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 either REMIC I or REMIC II 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 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
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cause either REMIC I or REMIC II to fail to qualify as a REMIC at any time that
any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to each
Certificateholder and the Owner of the Excess Spread. It shall not be necessary
for the consent of Certificateholders under this Section 11.01 to approve the
particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (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) either REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificate is
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outstanding. In the event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer and at its expense on direction by the Trustee
(pursuant to the request of Holders of Certificates entitled to at least 25% of
the Voting Rights), but only upon direction accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of any
of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders 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
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the Excess Spread be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.
(c) Neither the Owner of the Excess Spread nor any Certificateholder
shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trustee
a written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates of any Class evidencing in
the aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding it being understood and intended, and being expressly covenanted by
each Certificateholder and the Owner of the Excess Spread with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer,
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10 Universal City Plaza, Suite 2100, Universal City, California 91608,
Attention: Bond Administration Team Leader or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, Four Albany Street, New York, New York
10006, Attention: Residential Funding Corporation Series 1996-S22 or such other
address as may hereafter be furnished to the Company and the Master Servicer in
writing by the Trustee, (d) in the case of Fitch, One State Street Plaza, New
York, New York 10004, or such other address as may hereafter be furnished to the
Company, the Trustee and the Master Servicer in writing by Fitch and (e) in the
case of Standard & Poor's, 25 Broadway, New York, New York 10004 or such other
address as may be hereafter furnished to the Company, Trustee, and Master
Servicer by Standard & Poor's. Any notice required or permitted to be mailed to
a Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor
Master Servicer or Trustee or a change in the majority
ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's
blanket fidelity bond and the errors and omissions insurance policy
required by Section 3.12 or the cancellation or modification of
coverage under any such instrument,
(e) the statement required to be delivered to the
Holders of each Class of Certificates 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,
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(g) a change in the location of the Custodial Account
or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates or the Owner of the Excess Spread
resulting from the failure by the Master Servicer to make an Advance
pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage
Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization
.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
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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, FASIT 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).
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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/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Attest:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:/s/ Diane S. Wold
Name: Diane S. Wold
Title: Director
Attest:/s/ Randy Van Zee
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:/s/ Jennifer R. Cunningham
Name:Jennifer R. Cunningham
Title:Assistant Vice President
Attest:/s/Vada Haight
Name:Vada Haight
Title:Assistant Vice President
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 1996 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of October, 1996 before me, a notary public in
and for said State, personally appeared Diane S. Wold, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Carlene S. Bailey
Notary Public
[Notarial Seal]
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STATE OF California )
) ss.:
COUNTY OF Orange )
On the 30th day of October, 1996 before me, a notary public in
and for said State, personally appeared Jennifer R. Cunningham, known to me to
be a
Assistant Vice President of Bankers Trust Company, the national banking
association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ David C. West
Notary Public
[Notarial Seal]
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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.
[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 October 30, 1996.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT ___% OF THE STANDARD
PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND
ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS
CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF
[INITIAL
CERTIFICATE PRINCIPAL BALANCE], THE YIELD TO MATURITY IS ___% AND THE
AMOUNT OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER
[$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], COMPUTED
USING
THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR
AT ANY OTHER
RATE [OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
[For Class A-11 Certificates: 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.]
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Certificate No. ____ 8.00% 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: [Percentage Interest: ___%]
October 1, 1996
Aggregate [Initial Certificate
Principal Balance] [Notional
Amount] of the Class
A-__ Certificates:
First Distribution Date:
November 25, 1996 [Aggregate Notional Amount
of the Class A-_ Certificates}
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760947-_____
October 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S22
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
[(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial
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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 represented by the Class A-_ Certificates
immediately prior to such date. The Class A-_ Certificates have no Certificate
Principal Balance.] [The Notional Amount of the Class A-6 Certificates as of any
date of determination is equal to the Certificate Principal Balance of the Class
A-5 Certificates immediately prior to such date.]
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this
NY1-172102.4
A-3
<PAGE>
Certificate at the office or agency appointed by the Trustee for that purpose in
the City and State of New York. [The Initial Certificate Principal Balance of
this Certificate is set forth above. The Certificate Principal Balance hereof
will be reduced to the extent of distributions allocable to principal and any
Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
NY1-172102.4
A-4
<PAGE>
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further
NY1-172102.4
A-5
<PAGE>
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.
NY1-172102.4
A-6
<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
NY1-172102.4
A-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES
AND CLASS R CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED
IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS October 30, 1996.
ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT ___% 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.]
NY1-172102.4
<PAGE>
Certificate No. ___ 8.00% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
October 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
November 25, 1996
CUSIP: 760947-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
October 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S22
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class M-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the
NY1-172102.4
B-2
<PAGE>
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless
the Trustee has received either (i) an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited
NY1-172102.4
B-3
<PAGE>
transaction under Section 406 of ERISA or Section 4975 of the Code or (ii) a
representation letter, in the form as described by the Agreement, either stating
that the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
"Plan"), or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan, or stating that the
transferee is an insurance company, the source of funds to be used by it to
purchase the Certificate is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation reimbursement to the Company and the Master Servicer of
advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
NY1-172102.4
B-4
<PAGE>
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
NY1-172102.4
B-5
<PAGE>
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.
NY1-172102.4
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS
DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE
FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE
DATE OF THIS CERTIFICATE IS October 30, 1996. ASSUMING THAT THE MORTGAGE
LOANS
PREPAY AT ___% 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.
NY1-172102.4
<PAGE>
Certificate No. __ 7.50 % 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: $_______________
October 1, 1996
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
November 25, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
October 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S22
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I,
Inc. is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal Balance of this
Certificate by the aggregate Certificate Principal Balance of all Class B-__
Certificates, both as specified above) in certain distributions with respect to
a Trust Fund consisting primarily of a pool of conventional one- to four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"), formed and sold
by Residential Funding Mortgage Securities
NY1-172102.4
C-2
<PAGE>
I, Inc. (hereinafter called the "Company," which term includes any successor
entity under the Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the
"Agreement") among the Company, the Master Servicer and Bankers Trust Company,
as trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the
Master Servicer acting on behalf of the Trustee or by a Paying Agent appointed
by the Trustee in immediately available funds (by wire transfer or otherwise)
for the account of the Person entitled thereto if such Person shall have so
notified the Master Servicer or such Paying Agent, or by check mailed to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless
such transfer is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
NY1-172102.4
C-3
<PAGE>
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage Pass-Through
Certificates of the Series specified hereon (herein collectively called the
"Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial
Account and/or the Certificate Account created for the benefit of
Certificateholders may be made by the Master Servicer from time to time for
purposes other than distributions to Certificateholders, such purposes including
without limitation
NY1-172102.4
C-4
<PAGE>
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of the rights and
obligations of the Company, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Company, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
NY1-172102.4
C-5
<PAGE>
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
NY1-172102.4
C-6
<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
NY1-172102.4
C-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a Percentage Interest
evidenced by the within Mortgage Pass-Through Certificate and hereby authorizes
the transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED
STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR
RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF
THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF
THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
(C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH
PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING
THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY
ACCEPTANCE
OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS
PARAGRAPH.
NY1-172102.4
<PAGE>
Certificate No. ___ 7.50% Pass-Through Rate
Class [R-I][R-II] Senior Aggregate Initial Certificate
Principal Balance of the
Class [R-I][R-II]
Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
October 1, 1996 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
November 25, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
October 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S22
evidencing a percentage interest in any distributions allocable to the
Class [R-I][R-II] Certificates with respect to REMIC I. REMIC I is part
of a Trust Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans formed and sold by
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Funding Mortgage Securities I, Inc., the Master Servicer, the Trustee referred
to below or GMAC Mortgage Corporation or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage
Corporation or any of their affiliates. None of the Company, the Master
Servicer, GMAC Mortgage Corporation or any of their affiliates will have any
obligation with respect to any certificate or other obligation secured by or
payable from payments on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the aggregate Initial Certificate Principal Balance of all Class
[R-I][R-II] Certificates, both as specified above) in certain distributions with
respect to REMIC I. REMIC I is part of a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential
NY1-172102.4
D-2
<PAGE>
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund and REMIC I were created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and Bankers Trust Company, as trustee (the "Trustee"), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class
[R-I][R-II] Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed
to be bound by the restrictions set forth in the Agreement to the effect that
(i) each person holding or acquiring any Ownership Interest in this Certificate
must be a United States Person and a Permitted Transferee, (ii) the transfer of
any Ownership Interest in this Certificate will be conditioned upon the delivery
to the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
NY1-172102.4
D-3
<PAGE>
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 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
NY1-172102.4
D-4
<PAGE>
Agreement at any time by the Company, the Master Servicer and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not less
than 66% of the Percentage Interests of each Class of Certificates affected
thereby. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon the
Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and,
in certain additional circumstances, without the consent of the Holders of
certain Classes of Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Master Servicer, the Trustee nor any such agent shall be affected
by notice to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on
NY1-172102.4
D-5
<PAGE>
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the maturity or other liquidation of the last
Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii) the
purchase by the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans, thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require, the Master Servicer or the Company to (i)
purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
NY1-172102.4
D-6
<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-I][R-II] Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
NY1-172102.4
D-7
<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 October 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 October 1, 1996,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1996-S22 (as in effect on the date of
this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the Company,
the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling Agreement,
unless otherwise required by the context herein.
NY1-172102.4
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all
documents required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine
NY1-172102.4
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<PAGE>
said documents, instruments, certificates or other papers to determine that the
same are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face. If in performing the review required by this
Section 2.3 the Custodian finds any document or documents constituting a part of
a Mortgage File to be defective in any material respect, the Custodian shall
promptly so notify the Company, the Master Servicer and the Trustee. Upon
receipt of written notification from the Master Servicer, signed by a Servicing
Officer, that the Master Servicer or a Subservicer, as the case may be, has made
a deposit into the Certificate Account in payment for the purchase of the
related Mortgage Loan in an amount equal to the Purchase Price for such Mortgage
Loan, the Custodian shall release to the Master Servicer the related Mortgage
File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final Certification
in the form annexed hereto as Exhibit Three evidencing the completeness of the
Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a list of all of
the documents relating to the Mortgage Loans then contained in the Mortgage
Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage
Files. Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
NY1-172102.4
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<PAGE>
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any
assumption agreement or substitution of liability agreement is entered into with
respect to any Mortgage Loan subject to this Agreement in accordance with the
terms and provisions of the Pooling Agreement, the Master Servicer shall notify
the Custodian that such assumption or substitution agreement has been completed
by forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to
NY1-172102.4
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<PAGE>
the Custodian, the Custodian is exclusively the bailee and agent of the Trustee
and has no instructions to hold any Mortgage Note or Mortgage for the benefit of
any person other than the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to
indemnify and hold the Custodian harmless from and against all claims,
liabilities, losses, actions, suits or proceedings at law or in equity, or any
other expenses, fees or charges of any character or nature, which the Custodian
may incur or with which the Custodian may be threatened by reason of its acting
as custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and
Expenses. The Master Servicer covenants and agrees to pay to the Custodian from
time to time, and the Custodian shall be entitled to, reasonable compensation
for all services rendered by it in the exercise and performance of any of the
powers and duties hereunder of the Custodian, and the Master Servicer will pay
or reimburse the Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in accordance with
any of the provisions of this Agreement (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and duties hereby
imposed upon it as such obligations and duties relate to its acting as Custodian
of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee
shall either take custody
NY1-172102.4
E-5
<PAGE>
of the Mortgage Files itself and give prompt notice thereof to the Company, the
Master Servicer and the Custodian, or promptly appoint a successor Custodian by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Custodian and one copy to the successor Custodian. If
the Trustee shall not have taken custody of the Mortgage Files and no successor
Custodian shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Custodian may
petition any court of competent jurisdiction for the appointment of a successor
Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder.
Any successor Custodian shall be a depository institution subject
to supervision or examination by federal or state authority and
shall be able to satisfy the other requirements contained in
Section 3.7 and shall be unaffiliated with the Master Servicer or
the Company.
Any resignation or removal of the Custodian and appointment of
a successor Custodian pursuant to any of the provisions of this Section 3.5
shall become effective upon acceptance of appointment by the successor
Custodian. The Trustee shall give prompt notice to the Company and the Master
Servicer of the appointment of any successor Custodian. No successor Custodian
shall be appointed by the Trustee without the prior approval of the Company and
the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
------------------------------------
Person into which the Custodian may be merged or converted or with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall be
a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian
hereby represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this Agreement
or pursuant to any other instrument or document delivered hereunder
NY1-172102.4
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<PAGE>
shall be in writing and, unless otherwise specifically provided, may be
delivered personally, by telegram or telex, or by registered or certified mail,
postage prepaid, return receipt requested, at the addresses specified on the
signature page hereof (unless changed by the particular party whose address is
stated herein by similar notice in writing), in which case the notice will be
deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be deemed a
contract made under the laws of the State of New York and shall be construed and
enforced in accordance with and governed by the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
NY1-172102.4
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<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-S22
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name: Diane S. Wold
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name: Randy Van Zee
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
E-8
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of October, 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 October, 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 October, 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 October, 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
October 30, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S22
Re: Custodial Agreement dated as of October 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-S22
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-S22
Re: Custodial Agreement dated as of October 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-S22
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File to the extent required pursuant to Section 2.01(b) of
the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule, and it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: all required documents have been executed and
received and that such documents related to the Mortgage Loans identified on the
Mortgage Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S22
Re: Custodial Agreement dated as of October 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-S22
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has
received a Mortgage File with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule containing (I) with respect to each such Mortgage Loan
(other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee
or an original lost note affidavit from the related Seller or
Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the public
recording office in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or assignments of
the Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of such
assignment or assignments
<PAGE>
of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement
or preferred loan agreement, if any, relating to such Mortgage Loan or
a copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and the
Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
E-4
<PAGE>
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
E-5
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 10/22/96 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.33.29 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1996-S22 CUTOFF : 10/01/96
POOL : 0004227
:
:
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 #
______________________________________________________________________________
1420578 747/G01 F 345,966.00 T
346 345,738.23 1
733 JAMESTOWN LANE 8.625 2,714.40 37
8.375 2,714.40 943,370.00
NAPLES FL 33963 4 08/08/96 00
0430031682 03 10/01/96 0
172806 O 07/01/25
0
1449218 074/728 F 245,000.00 ZZ
360 243,221.11 1
32 AWIXA AVENUE 8.250 1,840.61 70
8.000 1,840.61 350,000.00
BAY SHORE NY 11706 5 09/27/95 00
0380247891 05 12/01/95 0
1112030670 O 11/01/25
0
1449233 074/728 F 680,550.00 ZZ
360 675,533.20 1
8 BRIDLE PATH COURT 8.625 5,293.25 70
8.375 5,293.25 975,000.00
MUTTONTOWN NY 11545 2 09/22/95 00
0380241050 05 11/01/95 0
1500096500 O 10/01/25
0
1449423 074/728 F 240,000.00 ZZ
360 235,807.31 1
8360 POLO CROSSE AVENUE 8.250 1,803.04 80
8.000 1,803.04 300,000.00
SACRAMENTO CA 95829 1 09/25/95 00
0380244815 05 11/01/95 0
1
1573129076 O 10/01/25
0
1449454 074/728 F 218,000.00 ZZ
360 216,351.88 1
16 WOODCLIFF DRIVE 8.500 1,676.24 48
8.250 1,676.24 457,250.00
MADISON NJ 07940 1 09/22/95 00
0380250861 05 11/01/95 0
1584010687 O 10/01/25
0
1459217 074/728 F 340,000.00 ZZ
360 337,592.49 1
4 MAIDEN COVE ROAD 8.375 2,584.25 76
8.125 2,584.25 450,000.00
CAPE ELIZABETH ME 04107 2 10/17/95 00
0380269606 05 12/01/95 0
1580021218 O 11/01/25
0
1471949 147/728 F 199,500.00 ZZ
360 198,723.46 1
3303 WEST 183RD STREET 8.250 1,498.78 95
8.000 1,498.78 210,000.00
TORRANCE CA 90504 2 03/21/96 10
0380469719 05 05/01/96 30
497355 O 04/01/26
0
1478037 976/G01 F 308,250.00 ZZ
360 308,072.65 1
7265 TIMBERKNOLL DRIVE 8.750 2,425.01 94
8.500 2,425.01 328,500.00
CINCINNATI OH 45242 1 08/30/96 04
0430040014 05 10/01/96 25
783760 O 09/01/26
0
1483220 429/429 F 211,800.00 ZZ
360 211,149.30 1
22 CENTER LANE 8.500 1,628.56 75
8.250 1,628.56 282,500.00
CENTERVILLE MA 02632 1 04/26/96 00
21383708 05 06/01/96 0
21383708 O 05/01/26
0
1
1486943 405/405 F 90,000.00 ZZ
360 89,743.92 1
2160 CONSTELLATION LANE 8.875 716.09 61
8.625 716.09 148,000.00
LAKE HAVASU CIT AZ 86403 2 04/05/96 00
3882941 05 06/01/96 0
3882941 O 05/01/26
0
1491054 976/G01 F 259,700.00 ZZ
360 259,546.66 1
2596 LARRIKEET COURT 8.625 2,019.93 87
8.375 2,019.93 300,000.00
PLEASANTON CA 94566 2 08/07/96 10
0430034363 05 10/01/96 25
883489 O 09/01/26
0
1492030 F45/163 F 420,000.00 ZZ
360 404,376.25 1
14 PINE GROVE AVENUE 8.500 3,229.44 80
8.250 3,229.44 530,000.00
SUMMIT NJ 07901 1 12/09/92 00
202230090 05 02/01/93 0
150565 O 01/01/23
0
1493904 976/G01 F 368,000.00 ZZ
360 367,777.06 1
700 62ND AVENUE NORTH 8.500 2,829.61 80
8.250 2,829.61 460,000.00
MOORHEAD MN 56560 4 08/28/96 00
0430030684 05 10/01/96 0
985227 O 09/01/26
0
1494151 405/405 F 174,000.00 ZZ
360 173,478.89 1
23209 RUNNYMEDE STREET 8.625 1,353.36 64
8.375 1,353.36 272,500.00
LOS ANGELES CA 91307 1 04/23/96 00
3925070 03 06/01/96 0
3925070 O 05/01/26
0
1494206 559/728 F 420,000.00 ZZ
352 418,604.10 1
1620 CARNEGIE WAY 8.375 3,206.56 80
8.125 3,206.56 525,000.00
1
EL DORADO HILLS CA 95762 1 07/22/96 00
0380452574 03 06/01/96 0
0359075 O 09/01/25
0
1498165 A35/G01 F 406,500.00 ZZ
360 405,624.77 1
9220 GOLDEN EAGLE DRIVE 9.125 3,307.42 49
8.875 3,307.42 830,000.00
LAS VEGAS NV 89134 4 05/17/96 00
0430038604 03 07/01/96 0
170871 O 06/01/26
0
1498498 637/G01 F 253,000.00 ZZ
360 252,715.27 1
36 MERMAID RD. 8.875 2,012.99 65
8.625 2,012.99 390,000.00
TOMS RIVER NJ 08753 5 07/19/96 00
0430037929 05 09/01/96 0
9105024 O 08/01/26
0
1499887 731/G01 F 198,000.00 ZZ
360 198,000.00 1
18530 KINGSBURY STREET 8.875 1,575.38 61
NORTHRIDGE AREA 8.625 1,575.38 325,000.00
LOS ANGELES CA 91326 2 09/20/96 00
0430047027 05 11/01/96 0
411510552 O 10/01/26
0
1504477 147/G01 F 201,750.00 ZZ
360 201,361.37 1
2347 QUAIL GLEN DRIVE 8.250 1,515.69 75
8.000 1,515.69 269,000.00
CHINO HILLS CA 91709 1 06/13/96 00
0430043075 05 08/01/96 0
619078 O 07/01/26
0
1505642 696/728 F 202,400.00 ZZ
360 201,851.32 1
9521 GEIST COURT 8.000 1,485.14 80
7.750 1,485.14 253,000.00
MANASSAS VA 22110 1 05/31/96 00
0380466244 05 07/01/96 0
2177575 O 06/01/26
0
1
1505666 B99/G01 F 360,000.00 ZZ
360 359,787.46 1
20 SHADY HILL ROAD 8.625 2,800.04 80
8.375 2,800.04 450,000.00
NEWTON MA 02161 1 08/26/96 00
0430013441 05 10/01/96 0
K0965174 O 09/01/26
0
1505862 526/728 F 362,530.00 ZZ
360 361,416.24 1
3388 WENTWORTH WAY 8.500 2,787.54 80
8.250 2,787.54 455,000.00
SAN DIEGO CA 91935 1 06/01/96 00
0380474610 03 06/01/96 0
49850 O 05/01/26
0
1505964 B77/728 F 84,000.00 ZZ
360 83,637.92 1
50 HAWTHORNE ST 8.500 645.89 79
8.250 645.89 107,000.00
BRIDGEPORT CT 06610 2 06/07/96 00
0380468448 05 08/01/96 0
96000574 O 07/01/26
0
1506472 927/G01 F 368,000.00 ZZ
360 367,793.69 1
4518 W 14TH STREET 8.875 2,927.98 80
8.625 2,927.98 460,000.00
GREELEY CO 80634 4 08/16/96 00
0430048553 05 10/01/96 0
241398 O 09/01/26
0
1507263 A52/728 F 96,000.00 ZZ
360 95,837.34 1
3280 BALMORAL DRIVE 8.875 763.82 70
8.625 763.82 138,000.00
CHAMBLEE GA 30341 2 06/19/96 00
0380468935 05 08/01/96 0
155073 O 07/01/26
0
1507300 976/728 F 320,000.00 ZZ
360 319,630.42 1
1
11245 EAST DEL TIMBRE DRIVE 8.750 2,517.45 72
8.500 2,517.45 445,000.00
SCOTTSDALE AZ 85259 1 07/15/96 00
0380501545 05 09/01/96 0
150655 O 08/01/26
0
1508198 B75/B75 F 320,000.00 ZZ
324 297,995.95 1
1120 GYPSY HILL ROAD 8.500 2,464.79 63
8.250 2,464.79 508,000.00
GYWNEDD VALLEY PA 19437 1 09/02/92 00
88198 05 10/01/92 0
88198 O 09/01/19
0
1508456 637/G01 F 135,000.00 ZZ
360 135,000.00 2
61-07 56TH ROAD 9.250 1,110.62 69
9.000 1,110.62 196,000.00
MASPETH NY 11378 1 09/06/96 00
0430041723 05 11/01/96 0
9225749 O 10/01/26
0
1509323 B88/B88 F 220,000.00 ZZ
360 219,879.83 1
36 SOUTH MAIN STREET 9.000 1,770.17 71
8.750 1,770.17 310,000.00
KENNEBUNKPORT ME 04046 1 08/20/96 00
20001742 05 10/01/96 0
20001742 O 09/01/26
0
1509472 637/728 F 350,000.00 ZZ
360 349,465.58 1
1769 EAST 10TH ST 9.375 2,911.13 71
9.125 2,911.13 499,000.00
BROOKLYN NY 11223 1 06/10/96 00
0380497397 05 08/01/96 0
9257460 O 07/01/26
0
1509518 559/G01 F 332,000.00 ZZ
360 332,000.00 1
2947 PLEASANT VALLEY ROAD 8.750 2,611.85 80
8.500 2,611.85 415,000.00
APTOS CA 95003 1 09/23/96 00
0430049171 05 11/01/96 0
1
5349964 O 10/01/26
0
1511764 573/G01 F 313,600.00 ZZ
360 313,198.67 1
25354 NOELLE COURT 8.250 2,355.98 80
8.000 2,355.98 392,000.00
LOMITA CA 90717 1 07/23/96 00
0430047332 05 09/01/96 0
100165 O 08/01/26
0
1512062 635/635 F 276,000.00 ZZ
360 275,853.12 1
30 CHERYL DR 9.125 2,245.63 80
8.875 2,245.63 345,011.00
SHOREHAM NY 11786 4 09/03/96 00
654457100 05 10/01/96 0
654457100 O 09/01/26
0
1512246 696/728 F 180,000.00 ZZ
360 179,653.29 1
3202 19TH STREET NORTH 8.250 1,352.28 80
8.000 1,352.28 225,000.00
ARLINGTON VA 22201 1 06/28/96 00
0380488297 05 08/01/96 0
5020915 O 07/01/26
0
1512343 637/G01 F 325,000.00 ZZ
360 325,000.00 1
1 CLEARMEADOW COURT 8.875 2,585.85 56
8.625 2,585.85 585,000.00
WOODBURY NY 11797 1 09/06/96 00
0430040899 05 11/01/96 0
9226440 O 10/01/26
0
1512761 E22/728 F 109,125.00 ZZ
360 108,545.51 1
425 AZTEC DRIVE 8.500 839.08 75
8.250 839.08 145,500.00
CAROL STREAM IL 60188 1 06/27/96 00
0410170716 05 08/01/96 0
410170716 O 07/01/26
0
1
1512793 696/728 F 108,700.00 ZZ
360 108,520.55 1
200 N. JOSHUA COURT 9.000 874.62 80
8.750 874.62 135,900.00
STERLING VA 20164 1 06/28/96 00
0380489626 05 08/01/96 0
8008005 O 07/01/26
0
1512797 696/728 F 173,700.00 ZZ
360 173,348.01 1
4747 BIDEFORD SQUARE 8.000 1,274.55 80
7.750 1,274.55 217,150.00
FAIRFAX VA 22030 1 06/28/96 00
0380489600 09 08/01/96 0
2337733 O 07/01/26
0
1512993 696/728 F 156,000.00 ZZ
360 155,721.71 1
ROUTE 3 8.625 1,213.35 80
BOX 5535 8.375 1,213.35 195,000.00
BERRYVILLE VA 22611 1 06/28/96 00
0380489733 05 08/01/96 0
8007998 O 07/01/26
0
1513066 696/728 F 182,850.00 ZZ
360 182,609.97 1
2121 JAMIESON AVENUE #1901 8.125 1,357.66 80
7.875 1,357.66 228,575.00
ALEXANDIRA VA 22314 1 07/10/96 00
0380489808 06 09/01/96 0
6090635 O 08/01/26
0
1513086 E22/G01 F 144,000.00 ZZ
360 143,824.90 1
2028 VICTORY DRIVE 8.500 1,107.24 80
8.250 1,107.24 180,000.00
VISTA CA 92084 2 06/27/96 00
0410180632 05 09/01/96 0
410180632 O 08/01/26
0
1513206 B99/G01 F 317,000.00 ZZ
360 316,826.85 1
41 BRIDGECOURT LANE 9.000 2,550.65 80
8.750 2,550.65 397,251.00
1
CONCORD MA 01742 1 08/28/96 00
0430015271 05 10/01/96 0
KC965219 O 09/01/26
0
1513879 664/728 F 208,050.00 ZZ
360 207,833.45 1
706 NORTH POINT DRIVE 9.250 1,711.58 95
9.000 1,711.58 219,000.00
SCHAUMBURG IL 60193 1 07/11/96 11
0380494493 05 09/01/96 30
2214062 O 08/01/26
0
1513884 696/728 F 191,200.00 ZZ
360 190,967.52 1
4500 19TH ROAD N 8.500 1,470.16 80
8.250 1,470.16 239,000.00
ARLINGTON VA 22207 1 07/12/96 00
0380489535 05 09/01/96 0
2287993 O 08/01/26
0
1514153 A35/A35 F 396,000.00 ZZ
360 395,766.20 1
88 GOOSE HILL ROAD 8.625 3,080.05 80
8.375 3,080.05 495,000.00
COLD SPRING HAR NY 11724 1 08/29/96 00
UNKNOWN 05 10/01/96 0
UNKNOWN O 09/01/26
0
1514174 696/728 F 179,200.00 ZZ
360 178,982.11 1
10925 HOWLAND DRIVE 8.500 1,377.89 80
8.250 1,377.89 224,000.00
RESTON VA 22091 1 07/15/96 00
0380491218 03 09/01/96 0
3264376 O 08/01/26
0
1514280 637/G01 F 360,000.00 ZZ
360 360,000.00 3
766 EAST 2ND STREET 9.000 2,896.65 74
8.750 2,896.65 490,000.00
BROOKLYN NY 11218 2 09/20/96 00
0430045476 05 11/01/96 0
9224593 O 10/01/26
0
1
1514295 405/405 F 250,000.00 ZZ
360 249,696.01 1
24911 MANDY COURT 8.500 1,922.29 61
WOODLAND HILLS AREA 8.250 1,922.29 410,000.00
LOS ANGELES CA 91367 1 07/25/96 00
3982717 03 09/01/96 0
3982717 O 08/01/26
0
1514330 624/G01 F 550,000.00 T
360 550,000.00 1
1750 DEER VALLEY DRIVE NORTH 9.000 4,425.42 74
ROAD #102 8.750 4,425.42 750,000.00
PARK CITY UT 84060 1 09/25/96 00
0430046292 03 11/01/96 0
65026560096 O 10/01/26
0
1514421 742/G01 F 172,500.00 ZZ
360 172,500.00 1
19 LINDEN STREET 8.750 1,357.06 75
8.500 1,357.06 230,000.00
MALVERNE NY 11565 1 09/05/96 00
0430044735 05 11/01/96 0
4110409 O 10/01/26
0
1514689 766/G01 F 83,900.00 ZZ
360 83,856.51 1
1940 SW 127 AVENUE 9.250 690.22 70
9.000 690.22 120,000.00
MIAMI FL 33175 1 08/07/96 00
0430023200 05 10/01/96 0
96OZ0428 O 09/01/26
0
1514962 559/G01 F 238,000.00 ZZ
360 237,863.07 1
48780 PLOMOSA ROAD 8.750 1,872.35 74
8.500 1,872.35 325,000.00
FREMONT CA 94539 2 08/26/96 00
0430030767 05 10/01/96 0
5361787 O 09/01/26
0
1515187 098/G01 F 224,900.00 ZZ
360 224,900.00 1
1
MILLTOWN ROAD 8.875 1,789.41 79
8.625 1,789.41 285,000.00
BREWSTER NY 10509 5 09/18/96 00
0430045195 05 11/01/96 0
360601203 O 10/01/26
0
1515548 966/G01 F 373,250.00 ZZ
360 373,040.75 1
18 VIA PLACITA 8.875 2,969.74 89
8.625 2,969.74 420,000.00
EL PASO TX 79927 2 08/30/96 11
0430032722 05 10/01/96 25
UNKNOWN O 09/01/26
0
1515650 491/491 F 255,800.00 ZZ
360 255,488.96 1
19514 BECKWORTH AVENUE 8.500 1,966.89 77
8.250 1,966.89 335,825.00
TORRANCE CA 90503 1 07/12/96 00
60781505 05 09/01/96 0
60781505 O 08/01/26
0
1515679 E85/G01 F 250,000.00 ZZ
360 250,000.00 1
127 DIPSEA ROAD 8.875 1,989.11 38
8.625 1,989.11 670,000.00
STINSON BEACH CA 94970 1 09/03/96 00
0430047076 05 11/01/96 0
9600148 O 10/01/26
0
1515899 B99/G01 F 342,950.00 ZZ
360 342,747.52 1
346 AUBURNDALE AVENUE 8.625 2,667.43 80
8.375 2,667.43 428,700.00
NEWTON MA 02166 1 08/15/96 00
0430009795 05 10/01/96 0
KO965249 O 09/01/26
0
1516138 B90/G01 F 288,000.00 ZZ
360 288,000.00 1
12010 VENTURA BOULEVARD 8.750 2,265.70 80
8.500 2,265.70 360,000.00
MACHESNEY PARK IL 61115 1 09/26/96 00
0430045344 05 11/01/96 0
1
NG O 10/01/26
0
1516237 E26/G01 F 320,000.00 ZZ
360 319,806.14 1
8913 CHERBOURG DRIVE 8.500 2,460.53 80
8.250 2,460.53 400,000.00
POTOMAC MD 20854 1 08/20/96 00
0430031450 05 10/01/96 0
421018 O 09/01/26
0
1516360 A63/G01 F 100,000.00 ZZ
360 100,000.00 1
15 EAST POND LANE 8.875 795.64 65
8.625 795.64 154,000.00
EASTPORT NY 11941 1 09/11/96 00
0430033068 05 11/01/96 0
UNKNOWN O 10/01/26
0
1516444 E01/G01 F 114,400.00 ZZ
360 114,284.01 1
560 ALWICK AVENUE 9.375 951.52 80
9.125 951.52 143,000.00
WEST ISLIP NY 11795 1 08/01/96 00
0430002774 05 09/01/96 0
161070 O 08/01/26
0
1516889 074/074 F 100,000.00 ZZ
360 99,719.92 1
44 PHILLIPS ROAD 8.875 795.65 65
8.625 795.65 155,000.00
EAST GREENWICH RI 02818 5 05/30/96 00
1580031608 05 07/01/96 0
1580031608 O 06/01/26
0
1517014 B24/G01 F 267,800.00 ZZ
360 267,637.77 1
188 CONGNEWAUGH ROAD 8.500 2,059.15 48
8.250 2,059.15 560,000.00
GREENWICH CT 06807 1 08/27/96 00
0430015123 05 10/01/96 0
161231 O 09/01/26
0
1
1517193 A35/A35 F 350,000.00 ZZ
360 350,000.00 1
34 SNOWBALL DRIVE 8.625 2,722.26 78
8.375 2,722.26 450,000.00
COLD SPRING HAR NY 11724 1 09/16/96 00
UNKNOWN 05 11/01/96 0
UNKNOWN O 10/01/26
0
1517212 B99/G01 F 270,400.00 ZZ
360 270,400.00 1
854 MAPLE STREET 8.250 2,031.42 80
8.000 2,031.42 338,000.00
CARLISLE MA 01741 1 09/30/96 00
0430038711 05 11/01/96 0
KO965266 O 10/01/26
0
1517231 147/G01 F 570,000.00 ZZ
360 568,673.78 1
1548 4TH STREET 8.750 4,484.20 55
8.500 4,484.20 1,055,000.00
SOUTH NAPLES FL 33940 1 05/31/96 00
0430046607 05 07/01/96 0
649001 O 06/01/26
0
1517374 976/G01 F 245,000.00 ZZ
360 244,851.58 1
4228 PALOS VERDES DRIVE EAST 8.500 1,883.84 50
8.250 1,883.84 490,000.00
RANCHO PALOS VE CA 90275 5 08/29/96 00
0430049973 05 10/01/96 0
283527 O 09/01/26
0
1517531 976/G01 F 261,600.00 ZZ
360 261,449.49 1
1500 SEVILLE DRIVE 8.750 2,058.01 80
8.500 2,058.01 327,000.00
MORGAN HILL CA 95037 1 08/13/96 00
0430035212 03 10/01/96 0
129151 O 09/01/26
0
1517541 559/G01 F 302,400.00 ZZ
360 302,221.46 1
1328 CERRO VERDE 8.625 2,352.04 90
8.375 2,352.04 336,000.00
1
SAN JOSE CA 95120 1 08/20/96 14
0430031310 05 10/01/96 25
5368667 O 09/01/26
0
1517590 180/728 F 350,000.00 ZZ
360 349,246.41 1
1908 BALLINGER DRIVE 9.125 2,847.72 70
8.875 2,847.72 500,000.00
SPICEWOOD TX 78669 2 05/09/96 00
0380503459 03 07/01/96 0
30548754 O 06/01/26
0
1517688 638/G01 F 242,900.00 ZZ
360 242,900.00 1
30 MEADOWOOD 9.500 2,042.43 90
9.250 2,042.43 270,705.00
LAS FLORES CA 92688 1 09/06/96 01
0430045351 03 11/01/96 25
8580769 O 10/01/26
0
1517713 A35/A35 F 260,000.00 ZZ
360 260,000.00 1
15 SCHUYLER DRIVE 9.000 2,092.02 63
8.750 2,092.02 418,000.00
JERICHO NY 11753 1 09/05/96 00
UNKNOWN 05 11/01/96 0
UNKNOWN O 10/01/26
0
1517834 A35/A35 F 240,000.00 ZZ
360 239,858.30 1
6 OLD HILLS LANE 8.625 1,866.70 80
8.375 1,866.70 300,000.00
PORT WASHINGTON NY 11050 1 08/22/96 00
UNKNOWN 05 10/01/96 0
UNKNOWN O 09/01/26
0
1517892 E22/G01 F 232,000.00 ZZ
360 231,727.19 1
1 RED FAWN COURT 8.750 1,825.14 80
8.500 1,825.14 290,000.00
HENDERSON NV 89014 2 07/19/96 00
0410181994 03 09/01/96 0
410181994 O 08/01/26
0
1
1518232 171/G01 F 405,000.00 ZZ
360 404,520.06 1
400 BROOKSTONE HILLS DRIVE 8.625 3,150.05 74
8.375 3,150.05 550,000.00
GRANTS PASS OR 97526 4 07/22/96 00
0430046870 05 09/01/96 0
44077653 O 08/01/26
0
1518423 B93/G01 F 238,700.00 ZZ
360 238,700.00 1
2018 EAST GLENN DRIVE 8.250 1,793.28 83
8.000 1,793.28 289,544.00
PHOENIX AZ 85020 2 09/09/96 14
0430045831 05 11/01/96 12
16210 O 10/01/26
0
1518494 E84/G01 F 262,700.00 ZZ
360 262,548.86 1
29542 NORTH BIRCH 8.750 2,066.66 90
8.000 2,066.66 291,888.00
LAKE BLUFF IL 60044 1 08/06/96 10
0430032094 05 10/01/96 25
359 O 09/01/26
0
1518519 935/G01 F 200,000.00 ZZ
360 199,887.88 1
13550 WELLESLEY DRIVE NW 8.875 1,591.29 75
8.625 1,591.29 268,060.00
PICKERINGTON OH 43147 1 08/20/96 00
0430031260 05 10/01/96 0
96021300216120 O 09/01/26
0
1518692 B24/G01 F 238,500.00 ZZ
360 238,359.19 1
32 HICKS LANE 8.625 1,855.03 90
8.375 1,855.03 265,000.00
GREAT NECK NY 11024 1 08/19/96 01
0430011346 05 10/01/96 25
161641 O 09/01/26
0
1518694 559/G01 F 233,000.00 ZZ
360 232,855.18 1
1
1524 WILLARD STREET 8.375 1,770.97 41
8.125 1,770.97 570,000.00
SAN FRANCISCO CA 94117 2 08/20/96 00
0430027128 05 10/01/96 0
5371547 O 09/01/26
0
1518745 E16/G01 F 217,700.00 ZZ
360 217,700.00 1
8 DALRYMPLE WAY 8.875 1,732.12 89
8.625 1,732.12 244,700.00
FRENCHTOWN NJ 08825 1 09/13/96 01
0430032532 05 11/01/96 25
108801063 O 10/01/26
0
1518817 E22/G01 F 64,400.00 ZZ
360 64,300.43 1
6815 SOUTHWEST CAPITOL HILL 8.750 506.64 80
UNIT # 17 8.500 506.64 81,000.00
PORTLAND OR 97219 1 07/12/96 00
0410111009 01 09/01/96 0
410111009 O 08/01/26
0
1518850 696/G01 F 163,100.00 ZZ
360 163,001.19 1
10611 BLACK FOX COURT 8.500 1,254.10 80
8.250 1,254.10 203,895.00
MITCHELLEVILLE MD 20721 1 08/02/96 00
0430032870 03 10/01/96 0
3243898 O 09/01/26
0
1518855 E22/G01 F 252,000.00 ZZ
360 251,295.55 1
29 OVERBROOK ROAD 8.750 1,982.49 66
8.500 1,982.49 385,000.00
UPPER SADDLE RI NJ 07458 2 07/26/96 00
0410188536 05 09/01/96 0
410188536 O 08/01/26
0
1518987 731/G01 F 532,000.00 ZZ
360 532,000.00 1
16449 LADONA CIRCLE 8.500 4,090.62 80
8.250 4,090.62 665,000.00
HUNTINGTON BEAC CA 92649 1 08/29/96 00
0430026849 05 11/01/96 0
1
411612188 O 10/01/26
0
1519101 051/G01 F 544,000.00 ZZ
360 543,687.02 1
811 HARRINGTON ROAD 8.750 4,279.65 80
8.500 4,279.65 680,000.00
GLENDALE CA 91207 2 08/06/96 00
0430010256 05 10/01/96 0
16102549 O 09/01/26
0
1519174 638/G01 F 260,000.00 ZZ
360 259,857.98 1
2702 MARY ANN MANOR 9.000 2,092.02 79
8.750 2,092.02 330,000.00
LA VERNE CA 91750 2 08/20/96 00
0430033142 03 10/01/96 0
08591163 O 09/01/26
0
1519220 E57/G01 F 376,100.00 ZZ
360 375,872.16 1
22190 SADDLE PEAK ROAD 8.500 2,891.88 85
8.250 2,891.88 442,500.00
TOPANGA CA 90290 1 08/21/96 11
0430030304 05 10/01/96 17
46972005000 O 09/01/26
0
1519231 976/G01 F 310,150.00 BB
360 309,962.11 1
9 HIDALGO 8.500 2,384.79 90
8.250 2,384.79 345,000.00
IRVINE CA 92720 1 08/20/96 11
0430029942 03 10/01/96 25
938997 O 09/01/26
0
1519271 F03/G01 F 119,900.00 ZZ
360 119,831.01 1
521 SOUTH DOWNING STREET 8.750 943.26 64
8.500 943.26 189,900.00
DENVER CO 80209 1 08/27/96 00
0430033373 05 10/01/96 0
10051 O 09/01/26
0
1
1519272 668/G01 F 244,600.00 ZZ
360 244,451.81 1
4650 LOS RANCHEROS AVE 8.500 1,880.77 95
8.250 1,880.77 257,490.00
LAS VEGAS NV 89129 1 08/30/96 12
0430044511 05 10/01/96 30
6886592 O 09/01/26
0
1519276 171/G01 F 365,500.00 ZZ
360 365,055.59 1
1643 VILLAGE PARK LANE 8.500 2,810.38 85
8.250 2,810.38 430,000.00
LAKE OSWEGO OR 97034 1 07/15/96 14
0430033282 03 09/01/96 12
37092240 O 08/01/26
0
1519321 E86/G01 F 370,000.00 ZZ
360 369,770.02 1
7 SYCAMORE ROAD 8.375 2,812.27 72
8.125 2,812.27 520,000.00
SCARSDALE NY 10583 1 08/28/96 00
0430033696 05 10/01/96 0
13055 O 09/01/26
0
1519332 A52/G01 F 296,100.00 ZZ
360 295,934.01 1
8325 HIGH HAMPTON CHASE 8.875 2,355.90 90
8.625 2,355.90 329,000.00
ALPHARETTA GA 30202 1 08/14/96 12
0430010579 05 10/01/96 25
161800 O 09/01/26
0
1519515 354/354 F 216,000.00 ZZ
360 215,750.53 1
839 LANGDALE DRIVE 8.750 1,699.28 95
8.500 1,699.28 227,500.00
FORT COLLINS CO 80526 1 07/01/96 04
20480612 03 09/01/96 30
20480612 O 08/01/26
0
1519527 354/354 F 301,600.00 ZZ
360 301,242.58 1
818 EAST 37TH STREET 8.625 2,345.82 80
8.375 2,345.82 377,000.00
1
AUSTIN TX 78705 1 07/23/96 00
20497582 05 09/01/96 0
20497582 O 08/01/26
0
1519667 387/387 F 344,000.00 ZZ
360 343,802.08 1
801 BREMERTON DRIVE 8.750 2,706.25 80
8.500 2,706.25 430,000.00
SUNNYVALE CA 94087 1 08/22/96 00
961842 05 10/01/96 0
961842 O 09/01/26
0
1519668 976/G01 F 260,000.00 ZZ
360 259,857.98 1
37 QUAIL RUN ROAD 9.000 2,092.02 58
8.750 2,092.02 450,000.00
HENDERSON NV 89014 1 08/19/96 00
0430040964 03 10/01/96 0
290885 O 09/01/26
0
1519672 559/G01 F 324,000.00 ZZ
360 324,000.00 1
215 ROBIN WAY 8.375 2,462.64 80
8.125 2,462.64 405,000.00
MENLO PARK CA 94025 1 08/28/96 00
0430031567 05 11/01/96 0
5372552 O 10/01/26
0
1519673 559/G01 F 329,000.00 ZZ
360 328,805.76 1
3395 DAFFODIL COURT 8.625 2,558.93 69
8.375 2,558.93 483,000.00
SOQUEL CA 95073 4 08/26/96 00
0430031278 03 10/01/96 0
5372347 O 09/01/26
0
1519844 E22/G01 F 300,000.00 ZZ
360 299,687.74 1
5816 GROSVENOR LANE 9.250 2,468.03 70
9.000 2,468.03 430,000.00
BETHESDA MD 20814 5 07/30/96 00
0410196075 05 09/01/96 0
410196075 O 08/01/26
0
1
1519868 E57/G01 F 272,000.00 ZZ
360 271,716.89 1
26711 VIA ALCALA 9.250 2,237.68 95
9.000 2,237.68 287,000.00
MISSION VIEJO CA 92691 1 07/29/96 12
0430040840 05 09/01/96 30
71702005238 O 08/01/26
0
1519949 A26/G01 F 125,000.00 ZZ
360 125,000.00 2
27 LEASON PLACE 9.500 1,051.07 63
9.250 1,051.07 200,000.00
STATEN ISLAND NY 10314 5 09/20/96 00
0430041400 05 11/01/96 0
7556 O 10/01/26
0
1519970 896/G01 F 315,000.00 ZZ
360 315,000.00 1
162 DOUBLE BRIDGES CROSSING 8.750 2,478.11 73
8.500 2,478.11 433,000.00
WINTERVILLE GA 30683 4 09/12/96 00
0430034918 05 11/01/96 0
UNKNOWN O 10/01/26
0
1519980 976/G01 F 344,000.00 ZZ
360 343,802.08 1
1660 EL VERANO DRIVE 8.750 2,706.25 80
8.500 2,706.25 430,000.00
THOUSAND OAKS CA 91362 1 08/22/96 00
0430038471 05 10/01/96 0
295136 O 09/01/26
0
1519989 E61/G01 F 499,000.00 ZZ
360 499,000.00 1
10055 CRESCENT ROAD 8.875 3,970.27 71
8.625 3,970.27 705,000.00
CUPERTINO CA 95014 5 09/03/96 00
0430030536 05 11/01/96 0
13122 O 10/01/26
0
1519991 E15/728 F 371,200.00 ZZ
360 371,200.00 1
1
39430 CALLE BANDIDO 8.875 2,953.43 80
8.625 2,953.43 464,000.00
MURRIETA CA 92562 1 09/06/96 00
0380507252 03 11/01/96 0
25066871 O 10/01/26
0
1520012 B75/B75 F 383,133.15 ZZ
337 328,168.70 1
7 ST ANTHONY LANE 8.875 3,091.65 60
8.625 3,091.65 640,000.00
CHESTER SPRINGS PA 19425 1 09/15/92 00
270119 05 11/01/92 0
270119 O 11/01/20
0
1520019 696/G01 F 156,000.00 ZZ
360 155,810.31 1
13087 MOUNTAIN ROAD 8.500 1,199.51 80
8.250 1,199.51 195,000.00
LOVETTSVILLE VA 22080 1 07/26/96 00
0430013508 05 09/01/96 0
8008035 O 08/01/26
0
1520028 696/G01 F 172,000.00 ZZ
360 171,820.98 1
4602 TARA DRIVE 9.250 1,415.00 80
9.000 1,415.00 215,000.00
FAIRFAX VA 22032 1 08/05/96 00
0430013862 05 09/01/96 0
2268071 O 08/01/26
0
1520030 696/G01 F 175,200.00 ZZ
360 175,002.83 1
4312 CHESTNUT STREET 8.875 1,393.97 80
8.625 1,393.97 219,000.00
BETHESDA MD 20814 1 07/29/96 00
0430013888 05 09/01/96 0
3114371 O 08/01/26
0
1520059 267/267 F 229,490.00 ZZ
360 229,196.30 1
27628 DEERFIELD LANE 8.250 1,724.09 90
8.000 1,724.09 254,990.00
VALENICA CA 91354 1 07/12/96 11
4416059 03 09/01/96 25
1
4416059 O 08/01/26
0
1520114 F45/163 F 110,000.00 ZZ
360 109,750.28 1
112 STONEHURST LANE 8.875 875.21 42
8.625 875.21 265,000.00
DIX HILLS NY 11746 1 07/10/96 00
202429238 05 09/01/96 0
0783522 O 08/01/26
0
1520180 F03/G01 F 122,500.00 T
360 122,434.80 1
389 CR 47 9.125 996.71 70
8.875 996.71 175,500.00
GRAND LAKE CO 80447 1 08/30/96 00
0430033381 05 10/01/96 0
10060 O 09/01/26
0
1520183 180/G01 F 300,000.00 ZZ
360 299,822.88 1
315 FRANZ VALLEY SCHOOL ROAD 8.625 2,333.37 83
8.375 2,333.37 361,990.00
CALISTOGA CA 94515 1 08/22/96 12
0430036178 05 10/01/96 12
4435137 O 09/01/26
0
1520226 559/G01 F 113,200.00 ZZ
360 113,129.63 1
839 SE 71ST AVENUE 8.375 860.41 80
8.125 860.41 141,500.00
HILLSBORO OR 97123 1 08/26/96 00
0430029470 05 10/01/96 0
5372263 O 09/01/26
0
1520250 601/G01 F 400,000.00 ZZ
360 399,792.62 1
13800 S PEBBLEBROOK LN 9.250 3,290.71 80
9.000 3,290.71 500,000.00
GREENWOOD MO 64034 1 08/09/96 00
0430012187 05 10/01/96 0
869595 O 09/01/26
0
1
1520256 B99/G01 F 256,000.00 ZZ
360 256,000.00 1
27 PLEASANT STREET 8.875 2,036.85 80
8.625 2,036.85 320,000.00
MARBLEHEAD MA 01945 1 09/27/96 00
0430038315 05 11/01/96 0
LM965271 O 10/01/26
0
1520378 637/G01 F 236,950.00 ZZ
360 236,813.67 1
432 CAMBRIDGE DRIVE 8.750 1,864.09 68
8.500 1,864.09 350,000.00
BURBANK CA 91504 2 08/06/96 00
0430014373 05 10/01/96 0
3471810 O 09/01/26
0
1520408 144/144 F 272,000.00 ZZ
360 271,835.23 1
330 STRATFIELD ROAD 8.500 2,091.44 88
8.250 2,091.44 312,000.00
FAIRFIELD CT 06430 1 08/27/96 01
160599506 05 10/01/96 25
160599506 O 09/01/26
0
1520503 E48/G01 F 237,000.00 ZZ
360 236,863.65 1
313 MONTICELLO ROAD 8.750 1,864.48 72
8.500 1,864.48 330,000.00
FRANKLIN TN 37064 1 08/16/96 00
0430027896 03 10/01/96 0
6390 O 09/01/26
0
1520518 E19/G01 F 252,000.00 ZZ
360 251,851.22 1
1143 CALBORO DRIVE 8.625 1,960.03 80
8.375 1,960.03 315,000.00
SAN JOSE CA 95117 1 08/06/96 00
0430030890 05 10/01/96 0
10843 O 09/01/26
0
1520531 455/G01 F 74,200.00 T
360 74,161.53 1
1524 WOOD AVENUE 9.250 610.43 70
9.000 610.43 106,000.00
1
ST SIMONS ISLAN GA 31522 1 08/29/96 00
0430037069 01 10/01/96 0
52564 O 09/01/26
0
1520641 385/G01 F 155,000.00 ZZ
360 154,917.51 1
1408 GREEN RUN LANE 9.125 1,261.14 95
8.875 1,261.14 164,000.00
RESTON VA 22090 2 08/29/96 04
0430048611 09 10/01/96 30
01161737 O 09/01/26
0
1520688 429/429 F 275,200.00 ZZ
360 274,656.28 1
23 HAMPSHIRE DRIVE 8.125 2,043.35 80
7.875 2,043.35 344,000.00
MENDHAM NJ 07945 1 06/20/96 00
0010318682 09 08/01/96 0
0010318682 O 07/01/26
0
1520792 180/G01 F 610,000.00 ZZ
360 609,611.02 1
641 18TH STREET 8.250 4,582.73 59
8.000 4,582.73 1,043,000.00
MANHATTAN BEACH CA 90266 5 08/27/96 00
0430033191 05 10/01/96 0
4484523 O 09/01/26
0
1520836 976/G01 F 512,000.00 ZZ
360 511,705.42 1
1117 SOUTH 1100 EAST 8.750 4,027.91 80
8.500 4,027.91 640,000.00
SPANISH FORK UT 84660 4 08/30/96 00
0430035949 05 10/01/96 0
234269 O 09/01/26
0
1521047 976/G01 F 230,850.00 ZZ
360 230,720.58 1
220 ARTESIA STREET EAST 8.875 1,836.75 95
8.625 1,836.75 245,000.00
OVIEDO FL 32765 1 08/27/96 12
0430030650 05 10/01/96 30
296527 O 09/01/26
0
1
1521071 559/G01 F 240,000.00 ZZ
360 240,000.00 1
1225 ESCALONA DRIVE 8.125 1,782.00 80
7.875 1,782.00 300,000.00
SANTA CRUZ CA 95060 1 08/29/96 00
0430031286 05 11/01/96 0
5371299 O 10/01/26
0
1521101 811/G01 F 230,000.00 ZZ
360 230,000.00 1
5912 BAGSHOTTE DRIVE 8.375 1,748.17 80
8.125 1,748.17 287,500.00
OAKLAND CA 94611 1 09/06/96 00
0430043521 05 11/01/96 0
FMO2100746 O 10/01/26
0
1521111 A26/G01 F 229,500.00 ZZ
360 229,500.00 1
133 CLINTON B. FISK AVENUE 8.875 1,826.01 90
A/K/A 133 FISKE AVENUE 8.625 1,826.01 255,000.00
STATEN ISLAND NY 10314 1 09/19/96 14
0430036756 05 11/01/96 25
7628 O 10/01/26
0
1521130 B75/G01 F 360,000.00 ZZ
360 359,798.18 1
1917 NE 118TH ROAD 8.875 2,864.32 75
8.625 2,864.32 480,000.00
N MIAMI FL 33181 5 08/29/96 00
0430036269 05 10/01/96 0
2680254 O 09/01/26
0
1521207 E22/G01 F 121,600.00 ZZ
360 121,477.36 1
7270 LION STREET 9.500 1,022.48 80
9.250 1,022.48 152,000.00
RANCHO CUCAMONG CA 91701 2 07/24/96 00
0410155824 05 09/01/96 0
410155824 O 08/01/26
0
1521235 705/G01 F 175,000.00 ZZ
360 174,918.36 1
1
36 QUINCY STREET 9.750 1,503.52 95
9.500 1,503.52 185,000.00
MERRICK NY 11566 1 08/28/96 11
0430033274 05 10/01/96 30
96300159 O 09/01/26
0
1521241 964/G01 F 136,600.00 ZZ
360 136,521.41 1
2427 STAR LIGHT GLEN 8.750 1,074.63 80
8.500 1,074.63 170,811.00
ESCONDIDO CA 92026 1 08/13/96 00
0430032441 03 10/01/96 0
19609 O 09/01/26
0
1521353 429/429 F 224,000.00 ZZ
360 223,741.30 1
14 WINONA STREET 8.750 1,762.21 80
8.500 1,762.21 280,000.00
NEWTON MA 02158 1 07/31/96 00
0021444145 05 09/01/96 0
0021444145 O 08/01/26
0
1521373 976/G01 F 476,000.00 ZZ
360 475,696.47 1
21 SHIP ROCK ROAD 8.250 3,576.03 70
8.000 3,576.03 680,000.00
NORTH HAMPTON NH 03862 1 08/29/96 00
0430034249 05 10/01/96 0
288537 O 09/01/26
0
1521374 171/171 F 220,000.00 ZZ
360 220,000.00 1
10450 TOPANGA CANYON BOULEVARD 8.625 1,711.14 67
(CHATSWORTH AREA) 8.375 1,711.14 330,000.00
LOS ANGELES CA 91311 1 09/05/96 00
67095363 05 11/01/96 0
67095363 O 10/01/26
0
1521376 559/G01 F 271,500.00 ZZ
360 271,347.79 1
3701 17TH STREET 8.875 2,160.18 73
8.625 2,160.18 375,000.00
SACRAMENTO CA 95818 2 08/30/96 00
0430030957 05 10/01/96 0
1
5376769 O 09/01/26
0
1521400 E15/728 F 275,000.00 ZZ
360 275,000.00 1
1249 MIRAMAR DRIVE 8.625 2,138.92 65
8.375 2,138.92 425,000.00
FULLERTON CA 92631 1 09/01/96 00
0380506635 05 11/01/96 0
58000811 O 10/01/26
0
1521401 559/G01 F 353,100.00 ZZ
360 353,100.00 1
25974 CLIFTON PLACE 8.500 2,715.04 90
8.250 2,715.04 392,340.00
STEVENSON RANCH CA 91381 1 09/09/96 12
0430034595 03 11/01/96 25
5371380 O 10/01/26
0
1521403 976/G01 F 300,000.00 ZZ
360 299,803.75 1
2330 VALLEJO STREET 8.125 2,227.50 26
7.875 2,227.50 1,177,900.00
SAN FRANCISCO CA 94123 1 08/26/96 00
0430035956 01 10/01/96 0
258075 O 09/01/26
0
1521423 758/G01 F 195,000.00 ZZ
360 195,000.00 1
2408 BRIAR RIDGE DRIVE 8.250 1,464.97 75
8.000 1,464.97 260,000.00
HOUSTON TX 77057 1 09/10/96 00
0430036434 03 11/01/96 0
UNKNOWN O 10/01/26
0
1521451 998/G01 F 295,695.38 ZZ
329 293,315.91 1
45 DEVYN DR. 8.000 2,220.83 87
7.750 2,220.83 340,000.00
CHESTER SPRINGS PA 19425 1 12/05/95 04
0430048520 03 03/01/96 17
09277856 O 07/01/23
0
1
1521473 731/G01 F 154,800.00 ZZ
360 154,710.94 1
8251 RANCHO DORADO ROAD 8.750 1,217.81 80
8.500 1,217.81 194,000.00
PARAMOUNT CA 90723 1 08/09/96 00
0430046847 05 10/01/96 0
411111988 O 09/01/26
0
1521512 976/G01 F 348,000.00 ZZ
360 347,799.78 1
4011 THORNAPPLE STREET 8.750 2,737.72 80
8.500 2,737.72 435,000.00
CHEVY CHASE MD 20815 1 08/15/96 00
0430043273 05 10/01/96 0
902660 O 09/01/26
0
1521524 696/G01 F 188,000.00 ZZ
360 187,777.22 1
7378 ELDORADO STREET 8.625 1,462.24 80
8.375 1,462.24 235,000.00
MCLEAN VA 22102 1 08/02/96 00
0430016741 09 09/01/96 0
2157403 O 08/01/26
0
1521661 A39/G01 F 250,000.00 ZZ
360 249,848.55 1
835 PUESTA DEL SOL 8.500 1,922.28 72
8.250 1,922.28 350,000.00
THOUSAND OAKS CA 91360 1 08/26/96 00
0430031716 03 10/01/96 0
9600775 O 09/01/26
0
1521684 976/G01 F 353,900.00 ZZ
360 353,900.00 1
27239 TRINIDAD COURT 8.250 2,658.74 80
8.000 2,658.74 442,409.00
VALENCIA AREA CA 91354 1 09/09/96 00
0430050252 03 11/01/96 0
280807 O 10/01/26
0
1521750 966/G01 F 288,800.00 ZZ
360 288,620.49 1
2424 KATHERYN DRIVE 8.375 2,195.09 80
8.125 2,195.09 361,000.00
1
HEATH TX 75087 1 08/30/96 00
0430037440 05 10/01/96 0
30002410 O 09/01/26
0
1521788 731/G01 F 53,000.00 ZZ
360 52,969.51 1
1897 11TH AVENUE 8.750 416.95 73
8.500 416.95 73,000.00
OLIVEHURST CA 95961 2 08/02/96 00
0430042093 05 10/01/96 0
110540951 O 09/01/26
0
1521818 757/757 F 220,000.00 ZZ
351 219,870.81 1
LOT 26 PILGRIM MILL CIRCLE 9.000 1,779.19 80
8.750 1,779.19 277,300.00
CUMMING GA 30131 4 08/14/96 00
2585982 05 10/01/96 0
2585982 O 12/01/25
0
1521885 668/G01 F 326,300.00 ZZ
360 326,091.92 1
20 VERBENA WAY 8.250 2,451.39 80
8.000 2,451.39 407,900.00
SAN RAMON CA 94583 1 08/08/96 00
0430019620 05 10/01/96 0
6877880 O 09/01/26
0
1521887 601/G01 F 260,000.00 ZZ
360 260,000.00 1
5445 SOUTH MONACO STREET 8.375 1,976.19 63
8.125 1,976.19 415,000.00
ENGLEWOOD CO 80111 1 09/17/96 00
0430046714 05 11/01/96 0
875667 O 10/01/26
0
1521995 976/G01 F 315,000.00 ZZ
360 314,814.02 1
1192 ROMMEY DRIVE 8.625 2,450.04 90
8.375 2,450.04 350,000.00
PASADENA CA 91105 1 08/29/96 11
0430040410 05 10/01/96 25
119771 O 09/01/26
0
1
1522328 074/G01 F 212,000.00 ZZ
360 211,518.59 1
711 OVERLOOK WAY 8.875 1,686.77 80
8.625 1,686.77 265,000.00
WINTER SPRINGS FL 32708 5 05/16/96 00
0430018390 03 07/01/96 0
1511003400 O 06/01/26
0
1522362 074/G01 F 440,000.00 ZZ
360 439,215.04 1
4837 INDIANOLA WAY 8.625 3,422.28 69
8.375 3,422.28 640,000.00
LA CANADA FLINT CA 91011 1 06/18/96 00
0430020578 05 08/01/96 0
1562159202 O 07/01/26
0
1522715 074/074 F 24,350.00 ZZ
360 24,300.19 1
20 EAST GRAND STREET 9.375 202.54 70
APT P 9.125 202.54 35,000.00
MOUNT VERNON NY 10552 1 05/21/96 00
1111043371 05 07/01/96 0
1111043371 O 06/01/26
0
1522744 147/G01 F 228,000.00 ZZ
360 227,749.99 1
19613 NORTHEAST 134TH PLACE 9.000 1,834.54 78
8.750 1,834.54 295,000.00
BATTLE GROUND WA 98604 1 07/18/96 00
0430032797 05 09/01/96 0
356088 O 08/01/26
0
1522754 267/267 F 285,000.00 ZZ
360 284,818.27 1
5801 SYLVIA AVENUE 8.250 2,141.11 95
8.000 2,141.11 300,000.00
LOS ANGELES CA 91356 1 08/08/96 11
4419764 03 10/01/96 30
4419764 O 09/01/26
0
1522761 731/G01 F 140,000.00 ZZ
360 139,919.45 1
1
2820 BELHAVEN PLACE 8.750 1,101.38 80
8.500 1,101.38 175,000.00
DAVIS CA 95616 2 08/12/96 00
0430046862 05 10/01/96 0
110540968 O 09/01/26
0
1522785 375/G01 F 64,000.00 ZZ
360 63,933.39 1
326 CANTERBURY DRIVE 9.250 526.51 48
9.000 526.51 134,000.00
PITTSBURGH PA 15238 1 07/31/96 00
0430030908 05 09/01/96 0
UNKNOWN O 08/01/26
0
1522796 F03/G01 F 154,850.00 ZZ
360 154,850.00 1
3653 WEST 59TH STREET 9.000 1,245.96 95
8.750 1,245.96 163,000.00
LOS ANGELES CA 90043 2 09/03/96 14
0430034330 05 11/01/96 30
LAG10066 O 10/01/26
0
1522822 896/G01 F 531,500.00 ZZ
360 531,500.00 1
200 VALLEY COVE 9.500 4,469.14 73
9.250 4,469.14 728,000.00
ATLANTA GA 30350 2 09/06/96 00
0430031005 03 11/01/96 0
UNKNOWN O 10/01/26
0
1522854 405/405 F 346,000.00 ZZ
360 345,610.62 1
7165 HAWAII KAI DR. 8.875 2,752.93 55
8.625 2,752.93 640,000.00
HONOLULU HI 96825 2 07/24/96 00
7017601 05 09/01/96 0
7017601 O 08/01/26
0
1522896 E26/G01 F 208,000.00 ZZ
360 207,867.36 1
47009 KENTWELL PLACE 8.250 1,562.64 80
8.000 1,562.64 260,000.00
STERLING VA 20165 1 08/30/96 00
0430037390 03 10/01/96 0
1
438119 O 09/01/26
0
1522928 573/G01 F 243,000.00 ZZ
360 242,852.79 1
29342 CASTLE ROAD 8.500 1,868.46 89
8.250 1,868.46 276,000.00
LAGUNA NIGUEL CA 92677 2 08/09/96 11
0430025395 05 10/01/96 25
0710613 O 09/01/26
0
1522942 696/G01 F 190,800.00 ZZ
360 190,671.98 1
14709 FLAGLER COURT 8.000 1,400.02 80
7.750 1,400.02 238,500.00
CENTREVILLE VA 20120 1 08/07/96 00
0430032821 03 10/01/96 0
2178264 O 09/01/26
0
1522952 144/144 F 374,000.00 ZZ
360 374,000.00 1
145 GRACE CHURCH STREET 8.500 2,875.74 76
8.250 2,875.74 493,660.00
RYE NY 10580 4 09/19/96 00
160592048 05 11/01/96 0
160592048 O 10/01/26
0
1523029 976/G01 F 480,000.00 ZZ
360 480,000.00 1
541 CAMINO RANCHEROS 8.625 3,733.40 58
8.375 3,733.40 830,000.00
SANTA FE NM 87501 1 09/03/96 00
0430040048 05 11/01/96 0
250243 O 10/01/26
0
1523049 A52/G01 F 356,250.00 ZZ
360 356,034.19 1
4250 IRON DUKE COURT 8.500 2,739.25 75
8.250 2,739.25 475,000.00
DULUTH GA 30155 1 08/30/96 00
0430018234 03 10/01/96 0
164390 O 09/01/26
0
1
1523053 765/G01 F 360,000.00 ZZ
360 359,781.91 1
16140 MOORPARK STREET 8.500 2,768.09 80
8.250 2,768.09 450,000.00
ENCINO CA 91436 1 08/12/96 00
0430047142 05 10/01/96 0
316870 O 09/01/26
0
1523054 765/G01 F 300,000.00 ZZ
360 299,818.25 1
3921 LINDEN AVENUE 8.500 2,306.75 94
8.250 2,306.75 320,000.00
LONG BEACH CA 90807 1 08/14/96 11
0430040980 05 10/01/96 30
316540 O 09/01/26
0
1523079 637/G01 F 216,400.00 ZZ
360 216,265.49 1
7466 UTE MEADOWS CIRCLE 8.375 1,644.80 80
8.125 1,644.80 270,500.00
LAS VEGAS NV 89129 1 08/13/96 00
0430041764 03 10/01/96 0
4881306 O 09/01/26
0
1523094 731/G01 F 210,000.00 ZZ
360 209,866.09 1
215 NORTH HACIENDA AVENUE 8.250 1,577.66 80
8.000 1,577.66 262,500.00
GLENDORA CA 91741 1 08/21/96 00
0430043091 05 10/01/96 0
412610043 O 09/01/26
0
1523199 439/G01 F 111,700.00 ZZ
360 111,555.57 1
320 LLOYD CIR 8.200 835.25 75
7.950 835.25 149,000.00
COLLEYVILLE TX 76034 1 07/30/96 00
0430027516 05 09/01/96 0
1869219 O 08/01/26
0
1523294 560/560 F 588,050.00 ZZ
300 586,952.50 1
6181 GLENEAGLES CIRCLE 8.750 4,834.62 52
8.500 4,834.62 1,135,000.00
1
HUNTINGTON BEAC CA 92648 6 07/01/96 00
450479308 05 09/01/96 0
450479308 O 08/01/21
0
1523361 B75/G01 F 37,900.00 ZZ
360 37,770.13 2
8535 SOUTH COLFAX AVENUE 8.875 301.55 80
8.625 301.55 47,900.00
CHICAGO IL 60617 1 03/25/96 00
0430039438 05 05/01/96 0
2431302 O 04/01/26
0
1523382 976/G01 F 312,000.00 ZZ
360 312,000.00 1
5900 MISTY COURT 8.875 2,482.42 73
8.625 2,482.42 430,000.00
AGOURA HILLS CA 91301 2 09/11/96 00
0430040352 05 11/01/96 0
295330 O 10/01/26
0
1523410 696/G01 F 159,900.00 ZZ
360 159,798.03 1
5302 JUXON PLACE 8.250 1,201.28 80
8.000 1,201.28 199,900.00
SPRINGFIELD VA 22151 1 08/20/96 00
0430032888 05 10/01/96 0
2178364 O 09/01/26
0
1523413 696/G01 F 199,900.00 ZZ
360 199,769.24 1
4849 RANDOLPH DRIVE 8.125 1,484.25 80
7.875 1,484.25 249,900.00
ANNANDALE VA 22003 1 08/16/96 00
0430024380 05 10/01/96 0
2238098 O 09/01/26
0
1523414 696/728 F 175,200.00 ZZ
360 175,082.44 1
900 N LIBERTY STREET 8.000 1,285.56 80
7.750 1,285.56 219,000.00
ARLINGTON VA 22205 1 08/23/96 00
0380507229 05 10/01/96 0
2138113 O 09/01/26
0
1
1523461 377/G01 F 300,000.00 ZZ
360 299,827.39 1
9501 TIMBERBANK CIRCLE 8.750 2,360.11 75
8.500 2,360.11 400,000.00
PICKERINGTON OH 43147 5 08/20/96 00
0430040675 05 10/01/96 0
6211502 O 09/01/26
0
1523463 559/G01 F 369,750.00 ZZ
360 368,303.97 1
136 LUPINE CLOSE 9.000 2,975.10 70
8.750 2,975.10 529,000.00
THE SEA RANCH CA 95497 4 02/14/96 00
0430029926 03 04/01/96 0
0434514 O 03/01/26
0
1523465 470/G01 F 500,000.00 ZZ
360 499,712.32 1
10171 BRILEY WAY 8.750 3,933.51 80
8.500 3,933.51 625,000.00
VILLA PARK CA 92667 1 08/21/96 00
0430029512 05 10/01/96 0
24151256 O 09/01/26
0
1523482 664/G01 F 650,000.00 ZZ
360 649,595.99 1
24915 JOHN FREMONT ROAD 8.375 4,940.47 78
8.125 4,940.47 840,000.00
HIDDEN HILLS CA 91302 1 08/13/96 00
0430030296 03 10/01/96 0
2077402 O 09/01/26
0
1523549 696/728 F 108,800.00 ZZ
360 108,726.99 1
9208 GREENGATE COURT 8.000 798.34 80
7.750 798.34 136,000.00
MANASSAS VA 22110 1 08/20/96 00
0380506072 05 10/01/96 0
8023322 O 09/01/26
0
1523566 705/G01 F 200,000.00 ZZ
360 200,000.00 3
1
31 - 30 89TH STREET 9.750 1,718.31 80
J 9.500 1,718.31 250,000.00
JACKSON HEIGHTS NY 11372 1 09/13/96 00
0430041988 05 11/01/96 0
96300239 O 10/01/26
0
1523617 731/G01 F 373,800.00 ZZ
360 373,800.00 1
2418 ALICANTE COURT 8.500 2,874.20 70
8.250 2,874.20 534,000.00
CAMARILLO AREA CA 93012 1 09/11/96 00
0430032318 03 11/01/96 0
8000312 O 10/01/26
0
1523657 624/G01 F 265,750.00 ZZ
360 265,597.10 1
2446 KENTIA STREET 8.750 2,090.66 80
8.500 2,090.66 332,213.00
OXNARD CA 93030 1 08/19/96 00
0430030361 05 10/01/96 0
36000460016 O 09/01/26
0
1523685 E22/G01 F 488,000.00 ZZ
360 487,719.23 1
2521 POINCIANA DRIVE 8.750 3,839.10 80
8.500 3,839.10 610,297.00
FORT LAUDERDALE FL 33327 1 08/16/96 00
0410198568 03 10/01/96 0
410198568 O 09/01/26
0
1523691 E22/G01 F 104,000.00 ZZ
360 103,941.70 1
2 KENWOOD AVENUE 8.875 827.47 80
8.625 827.47 130,000.00
BALTIMORE MD 21228 2 08/07/96 00
0410195614 05 10/01/96 0
410195614 O 09/01/26
0
1523705 731/G01 F 218,000.00 ZZ
360 217,864.51 1
647 GOLDENWOOD COURT 8.375 1,656.96 80
8.125 1,656.96 272,500.00
POWDER SPRINGS GA 30073 1 08/22/96 00
0430033233 03 10/01/96 0
1
3140662519 O 09/01/26
0
1523711 776/G01 F 621,000.00 ZZ
360 620,642.72 1
4645 CARITINA DRIVE 8.750 4,885.41 76
(TARZANA AREA) 8.500 4,885.41 825,000.00
LOS ANGELES CA 91356 2 08/16/96 00
0430034462 05 10/01/96 0
2134997 O 09/01/26
0
1523716 776/G01 F 310,000.00 ZZ
360 309,812.20 1
394 SOUTHRIDGE DRIVE 8.500 2,383.63 79
8.250 2,383.63 395,000.00
AGOURA HILLS CA 91301 2 08/19/96 00
0430031898 05 10/01/96 0
2135085 O 09/01/26
0
1523719 025/025 F 288,850.00 ZZ
360 288,524.92 1
5249 COTTNEY CROFT WAY 8.875 2,298.23 80
8.625 2,298.23 361,098.00
NORCROSS GA 30092 1 07/31/96 00
6224596 05 09/01/96 0
6224596 O 08/01/26
0
1523738 E22/G01 F 167,500.00 ZZ
360 167,342.88 1
3613 HAVENLAKE DRIVE 8.500 1,287.93 67
8.250 1,287.93 251,967.00
FLOWER MOUND TX 75028 1 08/20/96 00
0410214936 09 10/01/96 0
410214936 O 09/01/26
0
1523747 455/G01 F 100,000.00 ZZ
360 99,943.93 1
149 EAST ALLISON CIRCLE 8.875 795.65 61
8.625 795.65 165,000.00
CARROLLTON GA 30117 2 08/21/96 00
0430030056 05 10/01/96 0
52476 O 09/01/26
0
1
1523887 E61/G01 F 175,920.00 ZZ
360 175,920.00 1
184 WYANDOTTE DRIVE 8.500 1,352.67 80
8.250 1,352.67 219,900.00
SAN JOSE CA 95123 1 09/10/96 00
0430043364 05 11/01/96 0
13053 O 10/01/26
0
1523888 E61/G01 F 214,400.00 ZZ
360 214,400.00 1
355 SOUTH SIXTEENTH STREET 8.625 1,667.58 80
8.375 1,667.58 268,000.00
SAN JOSE CA 95112 1 09/10/96 00
0430046383 05 11/01/96 0
13126 O 10/01/26
0
1523890 F05/G01 F 243,000.00 ZZ
360 243,000.00 1
1735 WEST 26TH STREET 8.250 1,825.58 90
8.000 1,825.58 271,000.00
LOS ANGELES CA 90732 2 09/18/96 01
0430045757 05 11/01/96 25
6080601 O 10/01/26
0
1523914 526/G01 F 236,000.00 ZZ
360 235,857.03 1
341 EAST ELDORADO LANE 8.500 1,814.64 80
8.250 1,814.64 295,000.00
LAS VEGAS NV 89123 1 08/15/96 00
0430031880 05 10/01/96 0
141991 O 09/01/26
0
1523917 731/G01 F 217,500.00 ZZ
360 217,374.87 1
20704 BROKEN BIT DRIVE 8.750 1,711.07 75
COVINA AREA 8.500 1,711.07 290,000.00
LOS ANGELES CA 91724 1 08/20/96 00
0430042101 03 10/01/96 0
411612203 O 09/01/26
0
1523923 624/G01 F 274,400.00 ZZ
360 274,237.99 1
55 PARAISO COURT 8.625 2,134.26 80
8.375 2,134.26 343,000.00
1
DANVILLE CA 94526 1 08/12/96 00
0430045120 05 10/01/96 0
63006161116 O 09/01/26
0
1523942 405/405 F 351,000.00 ZZ
360 349,942.58 1
1604 4TH AVENUE 8.625 2,730.04 86
8.375 2,730.04 410,000.00
SACRAMENTO CA 95818 2 04/22/96 21
7139942 05 06/01/96 25
7139942 O 05/01/26
0
1523949 668/G01 F 300,000.00 ZZ
360 299,831.82 1
37 PASEO CUARTO 8.875 2,386.93 95
8.625 2,386.93 319,000.00
SALINAS CA 93908 1 08/07/96 04
0430031138 05 10/01/96 30
6840821 O 09/01/26
0
1523961 480/G01 F 240,000.00 ZZ
360 239,868.91 1
186 OAK MILL STREET 9.000 1,931.09 75
8.750 1,931.09 320,000.00
ADDISON IL 60101 1 08/15/96 00
0430034231 05 10/01/96 0
2017705 O 09/01/26
0
1523962 526/G01 F 243,550.00 ZZ
360 243,386.58 1
10 JESSICA LANE 8.000 1,787.09 80
7.750 1,787.09 304,443.00
SUCCASUNNA NJ 07876 1 08/15/96 00
0430031633 05 10/01/96 0
0126347 O 09/01/26
0
1523972 685/G01 F 420,000.00 ZZ
360 420,000.00 1
1488 NORTH KINGS ROAD 8.750 3,304.14 80
8.500 3,304.14 525,000.00
LOS ANGELES CA 90069 1 09/05/96 00
0430033464 05 11/01/96 0
105475 O 10/01/26
0
1
1523985 E22/G01 F 132,750.00 ZZ
360 132,355.76 1
906 IRONWOOD E DR 9.250 1,092.10 75
9.000 1,092.10 177,000.00
BROWNSBURG IN 46112 5 08/26/96 00
0410160220 05 10/01/96 0
410160220 O 09/01/26
0
1524016 F05/G01 F 311,500.00 ZZ
360 311,500.00 1
1402 NEWFOUNDLAND DRIVE 8.750 2,450.57 68
8.500 2,450.57 461,500.00
SUNNYVALE CA 94087 1 09/11/96 00
0430039156 05 11/01/96 0
96082701 O 10/01/26
0
1524039 685/G01 F 116,800.00 ZZ
360 116,736.20 1
10719 COLLINS STREET 9.000 939.80 80
8.750 939.80 146,000.00
LOS ANGELES CA 91601 2 08/19/96 00
0430031971 05 10/01/96 0
105357 O 09/01/26
0
1524048 776/G01 F 267,000.00 ZZ
360 266,850.31 1
3148 CALUSA AVENUE 8.875 2,124.38 88
8.625 2,124.38 305,000.00
SIMI VALLEY CA 93063 2 08/16/96 11
0430030924 05 10/01/96 25
6135996 O 09/01/26
0
1524090 825/825 F 228,800.00 ZZ
360 228,661.40 1
0231 SILVER CIRCLE 8.500 1,759.27 80
8.250 1,759.27 286,000.00
BRECKENRIDGE CO 80424 1 08/21/96 00
11329 05 10/01/96 0
11329 O 09/01/26
0
1524118 964/G01 F 230,400.00 ZZ
360 230,270.83 1
1
5264 ROXANNE DRIVE 8.875 1,833.17 80
8.625 1,833.17 288,000.00
SAN JOSE CA 95124 1 08/22/96 00
0430033001 05 10/01/96 0
18891 O 09/01/26
0
1524127 765/G01 F 250,000.00 ZZ
360 249,848.54 1
6952 LIVINGSTON DRIVE 8.500 1,922.29 36
8.250 1,922.29 711,000.00
HUNTINGTON BEAC CA 92648 1 08/21/96 00
0430028787 03 10/01/96 0
316325 O 09/01/26
0
1524134 227/G01 F 300,000.00 ZZ
360 299,818.25 1
1362 MEADOW TRAIL 8.500 2,306.75 86
8.250 2,306.75 349,000.00
FRANKTOWN CO 80116 1 08/08/96 11
0430036061 05 10/01/96 25
1662934 O 09/01/26
0
1524145 668/G01 F 217,600.00 ZZ
360 217,468.17 1
3416 JULIAN AVENUE 8.500 1,673.16 80
8.250 1,673.16 272,000.00
LONG BEACH CA 90808 1 08/02/96 00
0430031757 05 10/01/96 0
6845952 O 09/01/26
0
1524195 766/G01 F 500,000.00 T
360 499,740.79 1
420 W RIVO ALTO DRIVE 9.250 4,113.38 72
9.000 4,113.38 697,000.00
MIAMI BEACH FL 33139 1 08/29/96 00
0430030429 05 10/01/96 0
96OZ0498 O 09/01/26
0
1524244 696/G01 F 125,200.00 ZZ
360 125,116.00 1
2223 SLUICE CHANNEL PLACE 8.000 918.67 80
7.750 918.67 156,500.00
WOODBRIDGE VA 22192 1 08/29/96 00
0430032862 09 10/01/96 0
1
2268257 O 09/01/26
0
1524275 757/757 F 84,000.00 ZZ
360 84,000.00 1
1015 KELLEYTOWN ROAD 8.625 653.35 65
8.375 653.35 131,000.00
MCDONOUGH GA 30252 2 08/29/96 00
2860740 05 11/01/96 0
2860740 O 10/01/26
0
1524287 267/267 F 332,000.00 ZZ
360 331,788.29 1
1400 GRANADA AVENUE 8.250 2,494.21 80
8.000 2,494.21 415,000.00
SAN MARINO CA 91108 1 08/19/96 00
4415150 05 10/01/96 0
4415150 O 09/01/26
0
1524293 267/267 F 489,600.00 ZZ
360 489,279.73 1
720 OLD MILL ROAD 8.125 3,635.27 80
7.875 3,635.27 612,000.00
PASADENA CA 91108 1 08/13/96 00
4410778 05 10/01/96 0
4410778 O 09/01/26
0
1524295 069/G01 F 364,500.00 ZZ
360 364,279.18 1
1860 IDYLLWILD AVENUE 8.500 2,802.69 90
8.250 2,802.69 405,000.00
REDWOOD CITY CA 94061 1 08/16/96 04
0430035246 05 10/01/96 25
2362129922 O 09/01/26
0
1524296 069/G01 F 336,000.00 ZZ
360 335,830.32 1
13020 OTSEGO STREET 9.375 2,794.68 68
(SHERMAN OAKS AREA) 9.125 2,794.68 495,000.00
LOS ANGELES CA 91423 2 08/26/96 00
0430031161 05 10/01/96 0
2362131233 O 09/01/26
0
1
1524297 069/G01 F 420,000.00 ZZ
360 419,732.17 1
31010 SOUTH HAWKSMOOR DRIVE 8.250 3,155.33 80
8.000 3,155.33 527,000.00
RANCHO PALOS VE CA 90275 1 08/22/96 00
0430030478 05 10/01/96 0
2362129104 O 09/01/26
0
1524298 698/698 F 194,400.00 ZZ
360 194,285.23 1
2118 NORTH MANTLE STREET 8.625 1,512.02 80
8.375 1,512.02 243,000.00
SANTA ANA CA 92705 1 08/20/96 00
7403346 05 10/01/96 0
7403346 O 09/01/26
0
1524305 765/G01 F 291,500.00 ZZ
360 291,336.58 1
2930 REIGER COURT 8.875 2,319.31 80
8.625 2,319.31 365,000.00
LAS VEGAS NV 89117 2 08/22/96 00
0430034314 05 10/01/96 0
317129 O 09/01/26
0
1524308 731/G01 F 340,000.00 ZZ
360 339,788.67 1
6326 HEMATITE COURT 8.375 2,584.25 80
8.125 2,584.25 425,421.00
SAN JOSE CA 95135 1 08/22/96 00
0430033431 03 10/01/96 0
112152431 O 09/01/26
0
1524313 731/G01 F 260,000.00 ZZ
360 259,842.50 1
5296 WILLOW WOOD ROAD 8.500 1,999.17 78
8.250 1,999.17 335,000.00
ROLLING HILLS E CA 90274 1 08/27/96 00
0430029728 05 10/01/96 0
411112233 O 09/01/26
0
1524373 B26/G01 F 395,000.00 ZZ
360 395,000.00 1
60 SHIPS POINT LANE 9.250 3,249.57 80
9.000 3,249.57 495,000.00
1
OYSTER BAY NY 11771 1 09/19/96 00
0430043844 05 11/01/96 0
1311011699W O 10/01/26
0
1524375 E22/G01 F 80,000.00 ZZ
360 79,958.53 1
13522 BRACKEN STREET 9.250 658.14 80
9.000 658.14 100,000.00
ARLETA AREA CA 91331 1 08/14/96 00
0410224364 05 10/01/96 0
410224364 O 09/01/26
0
1524405 E22/G01 F 260,000.00 ZZ
360 259,846.50 1
11975 WEST VOMAC ROAD 8.625 2,022.25 80
8.375 2,022.25 325,000.00
DUBLIN CA 94568 2 08/12/96 00
0410214167 05 10/01/96 0
410214167 O 09/01/26
0
1524411 751/G01 F 256,000.00 ZZ
360 256,000.00 1
2078 CALLE FRANCESCA 8.500 1,968.42 80
8.250 1,968.42 320,000.00
SAN DIMAS CA 91773 1 09/16/96 00
0430044263 03 11/01/96 0
50040 O 10/01/26
0
1524432 976/G01 F 636,000.00 ZZ
360 636,000.00 1
11466 SADDLE ROAD 8.750 5,003.42 80
8.500 5,003.42 795,000.00
MONTEREY CA 93940 1 09/17/96 00
0430046540 03 11/01/96 0
129077 O 10/01/26
0
1524459 E22/G01 F 108,800.00 ZZ
360 108,737.40 1
1055 HAMAN WAY 8.750 855.93 80
8.500 855.93 136,000.00
ROSEVILLE CA 95678 1 08/27/96 00
0410128235 05 10/01/96 0
410128235 O 09/01/26
0
1
1524516 E19/G01 F 228,000.00 ZZ
360 227,861.88 1
2940 HIDDEN HILLS CIRCLE 8.500 1,753.12 80
8.250 1,753.12 285,000.00
CORONA CA 91720 1 08/21/96 00
0430032946 05 10/01/96 0
10679 O 09/01/26
0
1524525 624/G01 F 232,100.00 ZZ
360 231,959.39 1
221 MADERO COURT 8.500 1,784.65 90
8.250 1,784.65 258,000.00
ARROYO GRANDE CA 93420 1 08/28/96 11
0430034504 05 10/01/96 25
72002760343 O 09/01/26
0
1524548 405/405 F 118,000.00 ZZ
360 115,552.80 1
13233 NORTHEAST 108TH STREET 8.250 886.50 64
8.000 886.50 185,000.00
KIRKLAND WA 98033 2 03/28/96 00
3903192 05 05/01/96 0
3903192 O 04/01/26
0
1524554 E22/G01 F 72,800.00 ZZ
360 72,711.48 1
15342 BRATTEN LANE 8.500 559.77 80
8.250 559.77 91,000.00
WEBSTER TX 77598 1 07/31/96 00
0410109177 09 09/01/96 0
410109177 O 08/01/26
0
1524556 405/405 F 170,000.00 ZZ
360 169,614.52 1
255 HOOHALE PLACE 8.875 1,352.60 64
8.625 1,352.60 268,000.00
KIHEI HI 96753 1 05/01/96 00
3928397 05 07/01/96 0
3928397 O 06/01/26
0
1524561 405/405 F 85,000.00 ZZ
360 84,751.87 1
1
1125 EAST 300 NORTH 8.750 668.70 68
8.500 668.70 125,500.00
OREM UT 84057 2 04/25/96 00
3927282 05 06/01/96 0
3927282 O 05/01/26
0
1524564 405/405 F 175,500.00 ZZ
360 175,022.21 1
3541 NYLAND WAY 8.875 1,396.36 75
8.625 1,396.36 234,000.00
LAFAYETTE CO 80026 1 07/08/96 00
3962073 09 08/01/96 0
3962073 O 07/01/26
0
1524573 405/405 F 110,000.00 ZZ
360 109,592.99 1
3708 BEETHOVEN STREET 8.500 845.81 36
8.250 845.81 310,000.00
LOS ANGELES CA 90066 1 03/27/96 00
3883725 05 05/01/96 0
3883725 O 04/01/26
0
1524574 635/635 F 118,300.00 ZZ
360 118,228.33 1
786 CRAWFORD LANE 8.500 909.63 70
8.250 909.63 169,000.00
FAIRPLAY CO 80440 1 08/30/96 00
659611800 05 10/01/96 0
659611800 O 09/01/26
0
1524595 776/G01 F 236,000.00 ZZ
360 235,867.70 1
3165 HARMONY PLACE 8.875 1,877.72 80
8.625 1,877.72 295,000.00
LA CRESCENTA AR CA 91214 1 08/23/96 00
0430029462 05 10/01/96 0
2135102 O 09/01/26
0
1524597 171/171 F 300,000.00 ZZ
360 299,813.53 1
395 SOUTHWEST ALDERIDGE DRIVE 8.375 2,280.22 65
8.125 2,280.22 468,000.00
PORTLAND OR 97225 1 08/23/96 00
37092664 03 10/01/96 0
1
37092664 O 09/01/26
0
1524604 808/G01 F 241,500.00 ZZ
360 241,353.69 1
46 HUNTER 8.500 1,856.93 75
8.250 1,856.93 323,000.00
IRVINE CA 92720 2 08/16/96 00
0430030445 05 10/01/96 0
9301177 O 09/01/26
0
1524659 561/728 F 213,300.00 ZZ
360 213,170.77 1
9723 SLALOM RUN DRIVE 8.500 1,640.10 90
8.250 1,640.10 237,000.00
WOODSTOCK MD 21163 1 08/20/96 10
0380506833 05 10/01/96 25
8855975 O 09/01/26
0
1524665 385/385 F 288,422.07 ZZ
318 286,392.52 1
17140 GRAND BAY DRIVE 8.375 2,260.51 68
8.125 2,260.51 430,000.00
BOCA RATON FL 33496 2 01/02/96 00
0416933 03 03/01/96 0
0416933 O 08/01/22
0
1524667 696/728 F 207,000.00 ZZ
360 206,868.01 1
714 N. IRVING STREET 8.250 1,555.12 80
8.000 1,555.12 260,000.00
ARLINGTON VA 22201 1 08/30/96 00
0380506932 05 10/01/96 0
2268073 O 09/01/26
0
1524744 696/G01 F 356,000.00 ZZ
360 355,778.72 1
7714 MIDDAY LANE 8.375 2,705.86 80
8.125 2,705.86 445,000.00
ALEXANDRIA VA 22306 1 08/30/96 00
0430030395 05 10/01/96 0
2338386 O 09/01/26
0
1
1524763 559/G01 F 238,450.00 ZZ
360 238,181.65 1
1243 HONEY BROOK PLACE 8.875 1,897.22 90
8.625 1,897.22 264,950.00
ROHNERT PARK CA 94928 1 07/18/96 10
0430038984 05 09/01/96 20
5342423 O 08/01/26
0
1524765 559/G01 F 126,100.00 ZZ
360 126,023.61 1
1551 TEAKWOOD WAY 8.500 969.60 75
8.250 969.60 168,215.00
TRACY CA 95376 1 08/26/96 00
0430033134 05 10/01/96 0
5374319 O 09/01/26
0
1524766 637/G01 F 234,000.00 ZZ
360 233,846.92 1
2744 HOSMER AVENUE 8.125 1,737.45 90
7.875 1,737.45 260,000.00
SAN MATEO CA 94403 2 08/21/96 10
0430032557 05 10/01/96 25
3438884 O 09/01/26
0
1524776 744/G01 F 223,200.00 ZZ
360 223,064.79 1
14 SWANSEA LANE 8.500 1,716.21 80
8.250 1,716.21 279,000.00
PLEASANT HILL CA 94523 1 08/19/96 00
0430043257 03 10/01/96 0
78194 O 09/01/26
0
1524777 744/G01 F 400,000.00 ZZ
360 399,769.87 1
305 TUSCANY COURT 8.750 3,146.80 80
8.500 3,146.80 500,000.00
DANVILLE CA 94526 1 08/26/96 00
0430031583 03 10/01/96 0
78358 O 09/01/26
0
1524781 624/G01 F 236,700.00 ZZ
360 236,570.71 1
5441 VICTORIA LANE 9.000 1,904.54 90
8.750 1,904.54 263,000.00
1
RICHMOND CA 94803 1 08/21/96 14
0430031641 05 10/01/96 25
87500160116 O 09/01/26
0
1524784 B74/G01 F 255,000.00 ZZ
360 254,837.40 1
2018 WREN WAY 8.250 1,915.73 75
8.000 1,915.73 340,000.00
FULLERTON CA 92833 1 08/29/96 00
0430031344 05 10/01/96 0
963004 O 09/01/26
0
1524786 559/G01 F 230,000.00 ZZ
360 229,864.21 1
46 ST. TERESA COURT 8.625 1,788.92 61
8.375 1,788.92 378,950.00
DANVILLE CA 94526 1 08/21/96 00
0430030692 03 10/01/96 0
5377122 O 09/01/26
0
1524787 559/G01 F 247,000.00 ZZ
360 246,842.50 1
3494 QUARRY PARK DRIVE 8.250 1,855.63 80
8.000 1,855.63 309,000.00
SAN JOSE CA 95136 1 08/16/96 00
0430031302 03 10/01/96 0
5369152 O 09/01/26
0
1524788 559/G01 F 359,200.00 ZZ
360 358,965.03 1
85 STUYVESANT DRIVE 8.125 2,667.05 80
7.875 2,667.05 449,000.00
SAN ANSELMO CA 94960 1 08/13/96 00
0430031237 05 10/01/96 0
5366349 O 09/01/26
0
1524789 559/G01 F 307,000.00 ZZ
360 306,804.24 1
1553 CHABLIS ROAD 8.250 2,306.39 74
8.000 2,306.39 420,000.00
HEADSBURG CA 95448 5 08/23/96 00
0430031294 05 10/01/96 0
5369145 O 09/01/26
0
1
1524791 559/G01 F 232,000.00 ZZ
360 231,859.45 1
1088 SUMMERVIEW DRIVE 8.500 1,783.88 80
8.250 1,783.88 290,000.00
SAN JOSE CA 95132 1 08/14/96 00
0430031252 05 10/01/96 0
5369327 O 09/01/26
0
1524816 E08/G01 F 600,000.00 ZZ
360 600,000.00 1
7195 E LAGO DRIVE 8.750 4,720.21 75
8.500 4,720.21 800,000.00
CORAL GABLES FL 33143 1 09/18/96 00
0430036228 03 11/01/96 0
96367 O 10/01/26
0
1524817 721/G01 F 290,150.00 ZZ
360 289,964.98 1
6684 WHITE GATE COURT 8.250 2,179.80 70
8.000 2,179.80 414,500.00
MARION IA 52302 2 08/27/96 00
0430029520 05 10/01/96 0
9919232 O 09/01/26
0
1524820 686/G01 F 225,000.00 ZZ
360 224,857.98 1
2439 BREWSTER AVENUE 8.300 1,698.27 70
8.050 1,698.27 325,000.00
REDWOOD CITY CA 94062 1 08/16/96 00
0430031112 05 10/01/96 0
817811987 O 09/01/26
0
1524821 686/G01 F 110,500.00 ZZ
360 110,436.42 1
111 RALEIGH STREET SE 8.750 869.31 75
8.500 869.31 149,000.00
WASHINGTON DC 20032 2 08/15/96 00
0430031146 05 10/01/96 0
817774664 O 09/01/26
0
1524822 686/G01 F 314,000.00 ZZ
360 313,801.80 1
1
110 ZINFANDEL CIRCLE 8.300 2,370.03 80
8.050 2,370.03 392,500.00
SCOTTS VALLEY CA 95066 1 08/08/96 00
0430031179 03 10/01/96 0
817812506 O 09/01/26
0
1524823 686/G01 F 117,750.00 ZZ
360 117,676.43 1
13 BAVARIAN WAY 8.350 892.91 75
8.100 892.91 157,000.00
KINGSTON MA 02364 1 08/21/96 00
0430031195 05 10/01/96 0
817589450 O 09/01/26
0
1524824 686/G01 F 180,000.00 ZZ
360 179,896.33 1
730 EL RODEO ROAD 8.745 1,415.42 30
8.495 1,415.42 600,000.00
SANTA BARBARA CA 93110 5 08/15/96 00
0430031211 05 10/01/96 0
817732456 O 09/01/26
0
1524826 686/G01 F 159,000.00 ZZ
360 158,901.67 1
64 SKYVIEW TERRACE LOT 127 8.400 1,211.33 75
8.150 1,211.33 212,100.00
MANCHESTER CT 06040 1 08/23/96 00
0430031476 05 10/01/96 0
817674559 O 09/01/26
0
1524827 686/G01 F 25,000.00 ZZ
360 24,985.89 1
14 LAWTON ROAD UNIT 16 8.845 198.38 56
8.595 198.38 45,000.00
MANCHESTER CT 06040 1 08/23/96 00
0430031484 01 10/01/96 0
817675077 O 09/01/26
0
1524828 686/G01 F 159,500.00 ZZ
360 159,410.58 1
3008 MEDIAL AVENUE 8.875 1,269.06 66
8.625 1,269.06 242,000.00
NASHVILLE TN 37215 2 08/26/96 00
0430031534 05 10/01/96 0
1
817765944 O 09/01/26
0
1524829 686/G01 F 311,250.00 ZZ
360 311,061.44 1
5735 MITCHELL SAXON ROAD 8.500 2,393.25 75
8.250 2,393.25 415,000.00
FT WORTH TX 76140 1 08/23/96 00
0430031542 05 10/01/96 0
817825607 O 09/01/26
0
1524830 686/G01 F 126,350.00 ZZ
360 126,267.34 1
722 WILY STREET NORTHWEST 8.125 938.15 75
7.875 938.15 168,500.00
OLYMPIA WA 98502 1 08/21/96 00
0430031948 05 10/01/96 0
817844095 O 09/01/26
0
1524831 686/G01 F 192,700.00 ZZ
360 192,591.97 1
19574 DINNER KEY DRIVE 8.875 1,533.21 75
8.625 1,533.21 256,990.00
BOCA RATON FL 33498 1 08/23/96 00
0430031617 03 10/01/96 0
817570989 O 09/01/26
0
1524832 686/G01 F 310,000.00 ZZ
360 309,808.30 1
2737 STARBIRD DRIVE 8.400 2,361.70 80
8.150 2,361.70 390,000.00
COSTA MESA CA 92626 5 08/21/96 00
0430031658 05 10/01/96 0
817660194 O 09/01/26
0
1524833 686/G01 F 145,000.00 ZZ
360 144,912.15 1
6827 KOLMAR 8.500 1,114.93 75
8.250 1,114.93 194,500.00
LINCOLNWOOD IL 60646 1 08/27/96 00
0430031856 05 10/01/96 0
817706260 O 09/01/26
0
1
1524834 686/G01 F 127,000.00 ZZ
360 126,925.78 1
131 ENGLEWOOD DRIVE 8.675 992.32 56
8.425 992.32 230,000.00
ORANGE CT 06477 2 08/22/96 00
0430031864 05 10/01/96 0
817717879 O 09/01/26
0
1524836 686/G01 F 35,000.00 ZZ
360 34,978.13 1
5967 BERKELEY ROAD 8.350 265.41 14
8.100 265.41 260,000.00
GOLETA CA 93117 5 08/16/96 00
0430031914 05 10/01/96 0
817732324 O 09/01/26
0
1524837 686/G01 F 142,500.00 ZZ
360 142,422.16 1
340 GOLF VIEW DRIVE 9.000 1,146.59 75
8.750 1,146.59 190,000.00
FT LAUDERDALE FL 33326 1 08/26/96 00
0430031930 05 10/01/96 0
817792666 O 09/01/26
0
1524838 686/G01 F 324,000.00 ZZ
360 323,808.71 1
302 LAKESIDE AVENUE S #103 8.625 2,520.04 47
8.375 2,520.04 700,000.00
SEATTLE WA 98144 2 08/20/96 00
0430031955 01 10/01/96 0
817824667 O 09/01/26
0
1524839 686/G01 F 56,250.00 ZZ
360 56,216.62 1
817 FERNWOOD DRIVE 8.600 436.51 75
8.350 436.51 75,000.00
WEST PALM BEACH FL 33405 1 08/28/96 00
0430031963 05 10/01/96 0
817540909 O 09/01/26
0
1524840 686/G01 F 100,000.00 ZZ
360 99,940.96 1
14 LAWRENCE LAKE DRIVE 8.625 777.79 65
8.375 777.79 155,543.00
1
BOYNTON BEACH FL 33436 1 08/27/96 00
0430031989 03 10/01/96 0
817568447 O 09/01/26
0
1524841 686/G01 F 134,500.00 ZZ
360 134,416.40 1
5 CLOVE COURT 8.375 1,022.30 74
8.125 1,022.30 182,500.00
SOUTH ELGIN IL 60177 1 08/28/96 00
0430032029 05 10/01/96 0
817706468 O 09/01/26
0
1524843 686/G01 F 55,000.00 ZZ
360 54,965.28 1
15523 SW 71ST STREET 8.300 415.14 40
8.050 415.14 140,000.00
MIAMI FL 33193 1 08/28/96 00
0430032052 05 10/01/96 0
817449739 O 09/01/26
0
1524844 686/G01 F 70,000.00 ZZ
360 69,955.82 1
491 LONG HILL ROAD 8.300 528.35 70
8.050 528.35 100,000.00
MIDDLETOWN CT 06457 1 08/29/96 00
0430032136 03 10/01/96 0
817675325 O 09/01/26
0
1524845 686/G01 F 57,000.00 ZZ
360 56,964.75 1
16340 SW KING CHARLES AVE 8.400 434.25 54
8.150 434.25 107,000.00
KING CITY OR 97224 1 08/20/96 00
0430032128 03 10/01/96 0
817681539 O 09/01/26
0
1524846 686/G01 F 121,000.00 ZZ
360 120,928.56 1
128 E CHURCHILL STREET 8.625 941.13 71
8.375 941.13 171,550.00
BALTIMORE MD 21230 2 08/23/96 00
0430032151 07 10/01/96 0
817776461 O 09/01/26
0
1
1524847 686/G01 F 69,000.00 ZZ
360 68,959.26 1
513 NORTHEAST 131ST PLACE 8.625 536.68 58
8.375 536.68 119,000.00
PORTLAND OR 97230 1 08/23/96 00
0430032177 05 10/01/96 0
817823081 O 09/01/26
0
1524850 686/G01 F 296,250.00 ZZ
360 296,065.86 1
8235 SW 60TH COURT 8.375 2,251.72 75
8.125 2,251.72 395,000.00
MIAMI FL 33143 1 08/15/96 00
0430032185 05 10/01/96 0
817570799 O 09/01/26
0
1524851 686/G01 F 268,800.00 ZZ
360 268,624.16 1
14105 SCENIC DRIVE 8.125 1,995.84 80
7.875 1,995.84 340,000.00
LEANDER TX 78641 4 08/27/96 00
0430032219 05 10/01/96 0
817769920 O 09/01/26
0
1524852 686/G01 F 51,750.00 ZZ
360 51,722.46 1
5410 F LAKEWOOD CIRCLE 9.125 421.06 75
8.875 421.06 69,000.00
MARGATE FL 33063 1 08/30/96 00
0430032235 03 10/01/96 0
817793136 O 09/01/26
0
1524853 686/G01 F 344,000.00 ZZ
360 343,791.60 1
3307 204TH AVENUE CT EAST 8.500 2,645.07 63
8.250 2,645.07 550,000.00
SUMNER WA 98390 2 08/08/96 00
0430032102 03 10/01/96 0
817823172 O 09/01/26
0
1524879 171/171 F 273,000.00 ZZ
360 273,000.00 1
1
7186 NORTH ILA AVENUE 8.500 2,099.14 77
8.250 2,099.14 358,000.00
FRESNO CA 93711 1 09/10/96 00
45083804 05 11/01/96 0
45083804 O 10/01/26
0
1524881 450/G01 F 628,000.00 ZZ
360 627,578.63 1
205 SOUTH ALMONT DRIVE 8.000 4,608.04 79
7.750 4,608.04 795,000.00
BEVERLY HILLS CA 90211 1 08/13/96 00
0430033548 05 10/01/96 0
4187902 O 09/01/26
0
1524893 A13/728 F 325,000.00 ZZ
360 324,822.48 1
341 HIGHLAND AVE. 9.000 2,615.02 68
8.750 2,615.02 478,000.00
UPPER MONTCLAIR NJ 07043 2 08/27/96 00
0380507237 05 10/01/96 0
950048976 O 09/01/26
0
1524906 560/560 F 248,600.00 ZZ
360 248,600.00 1
12435 SW 34TH PLACE 8.750 1,955.74 90
8.500 1,955.74 276,250.00
DAVIE FL 33330 1 09/06/96 04
450524186 03 11/01/96 25
450524186 O 10/01/26
0
1524912 560/560 F 216,000.00 ZZ
360 216,000.00 1
298 WEDGEWOOD DRIVE 9.375 1,796.58 90
9.125 1,796.58 240,000.00
PARAMUS NJ 07652 1 09/05/96 10
450523303 05 11/01/96 25
450523303 O 10/01/26
0
1524925 450/G01 F 248,250.00 ZZ
360 248,107.18 1
682 PEACHTREE LANE 8.750 1,952.98 75
8.500 1,952.98 331,000.00
GROSSE POINTE W MI 48236 5 08/21/96 00
0430029652 05 10/01/96 0
1
4173688 O 09/01/26
0
1524952 731/G01 F 176,000.00 ZZ
360 176,000.00 1
4376 PAMPAS ROAD 8.750 1,384.59 80
WOODLAND HILLS AREA 8.500 1,384.59 220,000.00
LOS ANGELES CA 91364 1 09/03/96 00
0430034959 05 11/01/96 0
411912328 O 10/01/26
0
1524953 964/G01 F 344,200.00 ZZ
360 344,200.00 1
11 BLUE OAK COURT 8.250 2,585.86 76
8.000 2,585.86 457,300.00
NOVATO CA 94949 1 08/29/96 00
0430028027 05 11/01/96 0
19931 O 10/01/26
0
1524954 975/G01 F 245,000.00 ZZ
360 244,847.72 1
41998 VIA SAN GABRIEL 8.375 1,862.18 76
8.125 1,862.18 325,000.00
FREMONT CA 94539 1 08/26/96 00
0430031039 05 10/01/96 0
961297 O 09/01/26
0
1524955 698/G01 F 288,000.00 ZZ
360 287,834.30 1
18151 OAK RIDGE DRIVE 8.750 2,265.70 80
8.500 2,265.70 360,000.00
SANTA ANA CA 92705 1 08/27/96 00
0430031021 05 10/01/96 0
7403336 O 09/01/26
0
1524956 685/G01 F 277,600.00 ZZ
360 277,431.83 1
19331 BAYWATER LANE 8.500 2,134.50 80
8.250 2,134.50 347,000.00
HUNTINGTON BEAC CA 92646 1 08/28/96 00
0430027995 05 10/01/96 0
105457 O 09/01/26
0
1
1524959 822/G01 F 162,000.00 ZZ
360 161,911.51 1
103 BRAMBLE DRIVE 9.000 1,303.49 70
8.750 1,303.49 231,853.00
MORGANVILLE NJ 07751 1 08/23/96 00
0430030593 05 10/01/96 0
1306006444 O 09/01/26
0
1524960 686/G01 F 45,000.00 ZZ
360 44,971.88 1
2960 DELAWARE STREET 8.350 341.24 30
8.100 341.24 150,000.00
OAKLAND CA 94602 5 08/15/96 00
0430032391 05 10/01/96 0
817555865 O 09/01/26
0
1524962 686/G01 F 110,000.00 ZZ
360 109,929.85 1
605 131ST STREET NORTHWEST 8.250 826.40 50
8.000 826.40 220,000.00
GIG HARBOR WA 98332 1 08/09/96 00
0430032417 05 10/01/96 0
817823065 O 09/01/26
0
1524964 776/G01 F 262,000.00 ZZ
360 261,860.57 1
4086 WEST ROSSEAU LANE 9.125 2,131.72 48
8.875 2,131.72 549,000.00
PALOS VERDES PE CA 90274 2 08/26/96 00
0430036376 05 10/01/96 0
6136882 O 09/01/26
0
1524965 685/G01 F 275,000.00 ZZ
360 274,837.64 1
10025 SOUTH SILVER STREAK DRIV 8.625 2,138.92 80
8.375 2,138.92 344,944.00
SOUTH JORDAN UT 84095 1 08/19/96 00
0430028142 05 10/01/96 0
105052 O 09/01/26
0
1524969 685/G01 F 256,500.00 ZZ
360 256,344.61 1
32782 LARKGROVE CIRCLE 8.500 1,972.26 80
8.250 1,972.26 320,640.00
1
TRABUCO CANYON CA 92679 1 08/22/96 00
0430028126 03 10/01/96 0
105408 O 09/01/26
0
1524970 776/G01 F 99,400.00 ZZ
360 99,339.77 1
19113 POINT ARENA COURT 8.500 764.31 70
8.250 764.31 142,000.00
NEWHALL AREA CA 91321 1 08/23/96 00
0430030205 05 10/01/96 0
6136856 O 09/01/26
0
1524972 685/G01 F 300,000.00 ZZ
360 299,813.53 1
5224 CAMINITO EXQUISITO 8.375 2,280.22 78
8.125 2,280.22 385,000.00
SAN DIEGO CA 92130 1 08/23/96 00
0430028852 03 10/01/96 0
105170 O 09/01/26
0
1524975 685/G01 F 352,000.00 ZZ
360 351,792.18 1
2532 VIA ANACAPA 8.625 2,737.82 80
8.375 2,737.82 440,000.00
PALOS VERDES ES CA 90274 1 08/30/96 00
0430028068 05 10/01/96 0
105389 O 09/01/26
0
1524976 685/G01 F 235,450.00 ZZ
360 235,450.00 1
4 CAMARIN STREET 8.500 1,810.41 80
8.250 1,810.41 294,358.00
FOOTHILL RANCH CA 92610 1 09/05/96 00
0430028043 03 11/01/96 0
105341 O 10/01/26
0
1524977 696/G01 F 356,250.00 ZZ
360 356,039.67 1
47763 BLOCKHOUSE POINT PLACE 8.625 2,770.88 95
8.375 2,770.88 375,000.00
STERLING VA 20165 1 08/30/96 14
0430042820 03 10/01/96 30
2358601 O 09/01/26
0
1
1524979 685/G01 F 65,250.00 ZZ
360 65,207.32 1
4367 WEST 5615 SOUTH 8.125 484.48 79
7.875 484.48 83,000.00
SALT LAKE CITY UT 84118 2 08/23/96 00
0430028431 05 10/01/96 0
105321 O 09/01/26
0
1524981 685/G01 F 255,200.00 ZZ
360 255,045.40 1
18130 EAST DORSET COURT 8.500 1,962.27 80
8.250 1,962.27 319,000.00
ROWLAND HEIGHTS CA 91748 1 08/23/96 00
0430028803 03 10/01/96 0
105306 O 09/01/26
0
1524983 685/G01 F 200,000.00 ZZ
360 199,878.84 1
1908 NORTH GREENLEAF STREET 8.500 1,537.83 80
8.250 1,537.83 250,000.00
SANTA ANA CA 92706 1 08/22/96 00
0430028829 03 10/01/96 0
105392 O 09/01/26
0
1524987 375/G01 F 45,000.00 ZZ
360 43,817.51 1
203 RUSHMORE STREET 9.250 370.20 37
9.000 370.20 124,025.00
ELIZABETH CO 80107 1 06/14/96 00
0430029579 05 08/01/96 0
415585 O 07/01/26
0
1524992 685/G01 F 101,950.00 ZZ
360 101,892.85 2
84 WEST SHELLEY AVENUE 8.875 811.16 76
8.625 811.16 135,000.00
SALT LAKE CITY UT 84115 5 08/23/96 00
0430028845 05 10/01/96 0
105424 O 09/01/26
0
1524994 313/G01 F 300,000.00 ZZ
360 299,822.88 1
1
1004 N COCKRELL HILL ROAD 8.625 2,333.37 75
8.375 2,333.37 400,000.00
DESOTO TX 75115 1 08/30/96 00
0430030403 05 10/01/96 0
6152813 O 09/01/26
0
1525010 F13/F13 F 250,000.00 ZZ
360 250,000.00 1
647 OVERHILL ROAD 8.000 1,834.41 80
7.750 1,834.41 314,000.00
ARDMORE PA 19003 1 09/09/96 00
112247146 05 11/01/96 0
112247146 O 10/01/26
0
1525014 E86/G01 F 342,400.00 ZZ
360 342,400.00 1
261D OLD MILL PATH 8.000 2,512.41 80
7.750 2,512.41 428,000.00
NISSEQUOGUE NY 11780 1 09/12/96 00
0430035162 05 11/01/96 0
13579 O 10/01/26
0
1525017 375/G01 F 69,000.00 ZZ
360 68,966.06 1
521 BRUNSWICK DRIVE 9.500 580.19 48
9.250 580.19 145,000.00
GREENSBURG PA 15601 1 08/14/96 00
0430029629 05 10/01/96 0
328741 O 09/01/26
0
1525028 668/G01 F 226,400.00 ZZ
360 226,262.84 1
1369 ZURICH TERRACE 8.500 1,740.83 80
8.250 1,740.83 283,000.00
SUNNYVALE CA 94087 1 08/13/96 00
0430033118 07 10/01/96 0
6860385 O 09/01/26
0
1525051 E22/G01 F 361,200.00 ZZ
360 360,986.75 1
259 HAKALAU PLACE 8.625 2,809.38 76
8.375 2,809.38 480,000.00
HONOLULU HI 96825 2 08/26/96 00
0410225064 09 10/01/96 0
1
410225064 O 09/01/26
0
1525100 E22/G01 F 220,000.00 ZZ
360 220,000.00 1
2911 RALSTON WAY 8.500 1,691.61 80
8.250 1,691.61 275,000.00
HAYWARD CA 94541 2 08/28/96 00
0410225890 05 11/01/96 0
410225890 O 10/01/26
0
1525122 E08/G01 F 264,000.00 ZZ
360 264,000.00 1
7495 SW 93 AVENUE 8.875 2,100.51 80
8.625 2,100.51 330,000.00
MIAMI FL 33173 1 09/18/96 00
0430035014 05 11/01/96 0
96373 O 10/01/26
0
1525156 911/G01 F 217,000.00 ZZ
360 217,000.00 1
3299 SW 173 TERR 9.000 1,746.03 80
8.750 1,746.03 271,306.00
MIRAMAR FL 33029 1 09/16/96 00
03 11/01/96 0
UNKNOWN O 10/01/26
0
1525204 696/G01 F 162,500.00 ZZ
360 162,393.70 1
2104 WHITE FOX DRIVE 8.125 1,206.56 80
7.875 1,206.56 203,184.00
MITCHELLVILLE MD 20721 1 08/23/96 00
0430031229 03 10/01/96 0
3244183 O 09/01/26
0
1525213 731/G01 F 258,300.00 ZZ
360 258,300.00 1
957 WEST 21ST STREET 8.750 2,032.05 90
8.500 2,032.05 287,000.00
UPLAND CA 91784 2 08/29/96 14
0430037879 05 11/01/96 25
411612282 O 10/01/26
0
1
1525215 731/G01 F 250,000.00 ZZ
360 250,000.00 1
2020 VIA ARROYO 9.000 2,011.56 80
8.750 2,011.56 312,500.00
LA VERNE CA 91750 1 09/04/96 00
0430032573 05 11/01/96 0
411912300 O 10/01/26
0
1525225 171/G01 F 296,700.00 ZZ
360 296,515.58 1
19882 FAIRWAY COURT 8.375 2,255.14 80
8.125 2,255.14 375,000.00
WOODBRIDGE CA 95258 1 08/14/96 00
0430032995 05 10/01/96 0
46084302 O 09/01/26
0
1525228 696/G03 F 142,300.00 ZZ
360 142,220.23 1
216 WHITMOOR TERRACE 8.875 1,132.20 80
8.625 1,132.20 177,900.00
SILVER SPRING MD 20901 1 08/30/96 00
0430031401 05 10/01/96 0
3124406 O 09/01/26
0
1525236 664/G01 F 101,625.00 ZZ
360 101,625.00 1
16001 SOUTH VERMONT AVENUE NO. 8.500 781.41 75
59 8.250 781.41 135,500.00
GARDENA CA 90247 1 09/03/96 00
0430047688 01 11/01/96 0
2179638 O 10/01/26
0
1525238 626/G01 F 280,000.00 ZZ
360 280,000.00 1
19000 EAST STAMPEDE ROAD 8.750 2,202.77 74
8.500 2,202.77 380,000.00
CLEMENTS CA 95227 1 09/03/96 00
0430029793 03 11/01/96 0
6654560 O 10/01/26
0
1525250 696/G01 F 550,000.00 ZZ
360 549,691.66 1
12309 MOSS HOLLOW ROAD 8.875 4,376.05 64
8.625 4,376.05 865,000.00
1
MARKHAM VA 22643 5 08/23/96 00
0430031096 05 10/01/96 0
5010940 O 09/01/26
0
1525253 559/G01 F 200,640.00 ZZ
360 200,515.29 1
3628 LAKE TERRACE DRIVE 8.375 1,525.01 75
8.125 1,525.01 267,520.00
ELK GROVE CA 95758 1 08/27/96 00
0430030494 05 10/01/96 0
5368857 O 09/01/26
0
1525254 559/G01 F 211,200.00 ZZ
360 211,078.48 1
214 WINDSOR DRIVE 8.750 1,661.52 80
8.500 1,661.52 264,000.00
PETALUMA CA 94952 2 08/20/96 00
0430043059 03 10/01/96 0
5358924 O 09/01/26
0
1525258 559/G01 F 256,000.00 ZZ
360 255,828.23 1
5055 WESTSIDE ROAD 8.000 1,878.44 68
7.750 1,878.44 380,000.00
HEALDSBURG CA 95448 2 08/23/96 00
0430032987 05 10/01/96 0
5371901 O 09/01/26
0
1525260 559/G01 F 355,000.00 ZZ
360 354,773.63 1
1771 GREENWICH STREET 8.250 2,667.00 51
8.000 2,667.00 700,000.00
SAN FRANCISCO CA 94123 2 08/23/96 00
0430033126 05 10/01/96 0
5358494 O 09/01/26
0
1525261 976/G01 F 225,600.00 ZZ
360 225,339.45 1
8992 LLOYD PLACE 8.750 1,774.80 80
8.500 1,774.80 282,000.00
WEST HOLLYWOOD CA 90069 2 07/22/96 00
0430032268 05 09/01/96 0
280626 O 08/01/26
0
1
1525264 976/G01 F 265,500.00 ZZ
360 265,334.97 1
1400 NORTH GENESEE AVENUE 8.375 2,018.00 75
8.125 2,018.00 354,000.00
LOS ANGELES CA 90046 1 08/13/96 00
0430031047 05 10/01/96 0
295142 O 09/01/26
0
1525265 976/G01 F 232,500.00 ZZ
360 232,359.14 1
1125 PALM DRIVE 8.500 1,787.73 75
8.250 1,787.73 310,000.00
COVINA CA 91724 2 08/21/96 00
0430034710 03 10/01/96 0
295188 O 09/01/26
0
1525284 757/757 F 450,000.00 ZZ
356 449,711.69 1
1089 ROXBORO DRIVE 8.375 3,428.94 80
8.125 3,428.94 565,000.00
ATLANTA GA 30342 2 08/29/96 00
UNKNOWN 05 10/01/96 0
UNKNOWN O 05/01/26
0
1525289 526/G01 F 598,400.00 ZZ
360 598,055.71 1
17930 VINELAND AVENUE 8.750 4,707.62 80
8.500 4,707.62 748,000.00
MONTE SERENO CA 95030 1 08/23/96 00
0430030759 05 10/01/96 0
0137925 O 09/01/26
0
1525297 526/G01 F 206,500.00 ZZ
360 206,374.90 1
2543 LAVALL COURT 8.500 1,587.81 70
8.250 1,587.81 295,000.00
DAVIDSONVILLE MD 21035 5 08/01/96 00
0430031609 05 10/01/96 0
0139605 O 09/01/26
0
1525313 601/G01 F 270,752.00 ZZ
360 270,592.15 1
1
6711 EAST CAMELBACK ROAD 8.625 2,105.88 93
#52 8.375 2,105.88 292,500.00
SCOTTSDALE AZ 85251 1 08/16/96 04
0430031674 01 10/01/96 30
1096396 O 09/01/26
0
1525340 369/G01 F 305,600.00 ZZ
360 305,410.04 1
1271 WILD AZALEA LANE 8.375 2,322.79 80
8.125 2,322.79 382,000.00
ATHENS GA 30606 1 08/28/96 00
0430040873 05 10/01/96 0
60070356 O 09/01/26
0
1525344 369/G01 F 425,600.00 ZZ
360 425,367.52 1
1410 W SANDPIPER DR 9.000 3,424.48 80
8.750 3,424.48 532,000.00
GILBERT AZ 85234 2 08/01/96 00
0430030569 03 10/01/96 0
49577075 O 09/01/26
0
1525345 369/G01 F 238,000.00 ZZ
360 237,840.31 1
306 CAPTAINS WALK 8.000 1,746.36 80
7.750 1,746.36 297,500.00
HOUSTON TX 77079 1 08/28/96 00
0430030601 03 10/01/96 0
49669518 O 09/01/26
0
1525347 635/635 F 328,300.00 ZZ
360 328,101.11 1
7 WILDWOOD ROAD 8.500 2,524.35 78
8.250 2,524.35 425,000.00
EASTCHESTER NY 10709 2 08/28/96 00
6558431 05 10/01/96 0
6558431 O 09/01/26
0
1525350 640/G01 F 220,000.00 ZZ
360 219,866.72 1
526 ROCK SPRINGS ROAD 8.500 1,691.61 80
8.250 1,691.61 275,000.00
CASTALIAN SPRIN TN 37074 1 08/16/96 00
0430034421 05 10/01/96 0
1
5708177 O 09/01/26
0
1525412 313/G01 F 555,000.00 ZZ
360 554,663.78 1
3110 ARDEN ROAD 8.500 4,267.47 62
8.250 4,267.47 900,000.00
ATLANTA GA 30305 2 08/29/96 00
0430040303 05 10/01/96 0
5938212 O 09/01/26
0
1526557 A46/G01 F 157,850.00 ZZ
360 157,850.00 1
2521 FALLVIEW LANE 8.750 1,241.81 75
8.500 1,241.81 210,500.00
CARROLLTON TX 75007 1 09/24/96 00
0430049684 05 11/01/96 0
UNKNOWN O 10/01/26
0
1526570 526/G01 F 245,250.00 ZZ
360 245,093.60 1
2006 ROYAL DOWNS DRIVE 8.250 1,842.49 95
8.000 1,842.49 258,200.00
KATY TX 77450 1 08/29/96 04
0430034454 03 10/01/96 30
0145120 O 09/01/26
0
1526578 180/G01 F 441,550.00 ZZ
360 441,550.00 1
ROUTE 19 BOX 112 NP OFF SFC 67 8.875 3,513.17 61
8.625 3,513.17 730,000.00
SANTA FE NM 87505 2 09/20/96 00
0430050054 05 11/01/96 0
4539961 O 10/01/26
0
1526599 181/181 F 215,100.00 ZZ
360 214,966.30 1
130 CAMELOT DRIVE 8.375 1,634.92 94
8.125 1,634.92 229,000.00
FAYETTEVILLE GA 30214 1 08/14/96 11
5368235 05 10/01/96 30
5368235 O 09/01/26
0
1
1526666 765/G01 F 340,000.00 ZZ
360 339,819.06 1
10462 BRIGHTWOOD DRIVE 9.125 2,766.36 88
8.875 2,766.36 390,000.00
SANTA ANA CA 92705 2 08/29/96 12
0430034074 05 10/01/96 25
315953 O 09/01/26
0
1526667 A39/A39 F 480,000.00 ZZ
360 480,000.00 1
1106 HARTZELL STREET 8.500 3,690.78 80
8.250 3,690.78 600,000.00
PACIFIC PALISAD CA 90272 1 09/03/96 00
9600426 05 11/01/96 0
9600426 O 10/01/26
0
1526668 638/G01 F 244,800.00 ZZ
360 244,666.28 1
317 SEMINOLE SHORES 9.000 1,969.72 80
8.750 1,969.72 306,000.00
LOUDON TN 37774 2 08/27/96 00
0430031526 03 10/01/96 0
8591672 O 09/01/26
0
1526673 638/G01 F 320,000.00 ZZ
360 319,815.89 1
1552 PROVICETOWN DRIVE 8.750 2,517.44 74
8.500 2,517.44 437,500.00
SAN JOSE CA 95129 2 08/20/96 00
0430031518 05 10/01/96 0
8592549 O 09/01/26
0
1526676 069/G01 F 387,750.00 ZZ
360 387,750.00 1
27226 TRINIDAD COURT 8.750 3,050.44 80
8.500 3,050.44 484,717.00
VALENCIA AREA CA 91354 1 08/30/96 00
0430039669 03 11/01/96 0
2362124295 O 10/01/26
0
1526679 696/728 F 173,600.00 ZZ
360 173,486.44 1
6739 KENWOOD FOREST LANE 8.125 1,288.98 80
7.875 1,288.98 217,000.00
1
CHEVY CHASE MD 20815 1 08/21/96 00
0380507336 01 10/01/96 0
3264433 O 09/01/26
0
1526685 267/267 F 237,500.00 ZZ
360 237,348.55 1
1824 TORRANCE ST 8.250 1,784.26 95
8.000 1,784.26 250,000.00
SAN DIEGO CA 92103 1 08/20/96 10
4420197 05 10/01/96 30
4420197 O 09/01/26
0
1526689 171/G01 F 310,500.00 ZZ
360 310,500.00 1
10219 NORTH BOYD AVENUE 8.125 2,305.46 90
7.875 2,305.46 345,000.00
FRESNO CA 93720 1 09/01/96 01
0430030320 03 11/01/96 25
45083828 O 10/01/26
0
1526690 696/G01 F 150,000.00 ZZ
360 149,913.70 1
2909 BURTONHILL DRIVE 8.750 1,180.05 80
8.500 1,180.05 187,500.00
KENSINGTON MD 20895 1 08/23/96 00
0430032086 05 10/01/96 0
2368361 O 09/01/26
0
1526691 171/G01 F 117,800.00 ZZ
360 117,735.65 1
1780 NORTH MOLLISON AVENUE 9.000 947.85 95
8.750 947.85 124,000.00
EL CAJON CA 92021 2 08/08/96 14
0430035923 05 10/01/96 30
28061512 O 09/01/26
0
1526699 369/G01 F 243,000.00 ZZ
360 242,555.24 1
WESTMINSTER DRIVE 8.500 1,868.46 90
8.250 1,868.46 270,000.00
BRYAN TX 77802 2 06/12/96 12
0430031849 03 08/01/96 25
49794928 O 07/01/26
0
1
1526702 025/025 F 326,400.00 ZZ
355 325,323.02 1
10454 BIRCH TREE LANE 8.750 2,575.31 80
8.500 2,575.31 408,111.00
WINDERMERE FL 34786 4 08/01/96 00
459965 03 09/01/96 0
459965 O 03/01/26
0
1526711 375/G01 F 183,750.00 ZZ
360 183,635.78 1
14600 HONEY BEAR DRIVE 8.375 1,396.64 75
8.125 1,396.64 245,000.00
LITTLE ROCK AR 72212 1 08/21/96 00
0430031732 05 10/01/96 0
629475 O 09/01/26
0
1526758 E22/G01 F 394,000.00 ZZ
360 393,773.32 1
6087 BRADENHALL ROW 8.750 3,099.60 80
8.500 3,099.60 492,535.00
LA JOLLA CA 92037 1 08/20/96 00
0410157754 03 10/01/96 0
410157754 O 09/01/26
0
1526768 E22/G01 F 47,000.00 ZZ
360 46,975.63 1
2218 NORTH WINCHELL STREET 9.250 386.66 79
9.000 386.66 60,000.00
PORTLAND OR 97217 2 08/19/96 00
0410184303 05 10/01/96 0
410184303 O 09/01/26
0
1526771 E22/G01 F 464,000.00 ZZ
360 464,000.00 1
25129 MALIBU ROAD 9.125 3,775.26 80
8.875 3,775.26 580,000.00
MALIBU CA 90265 1 09/03/96 00
0410184121 05 11/01/96 0
410184121 O 10/01/26
0
1526780 E22/G01 F 310,500.00 ZZ
360 310,325.93 1
1
10505 LESLIE DRIVE 8.875 2,470.48 90
8.625 2,470.48 345,000.00
RALEIGH NC 27615 1 08/22/96 11
0410188650 03 10/01/96 25
410188650 O 09/01/26
0
1526790 E22/G01 F 548,000.00 ZZ
360 547,676.46 1
98-583 ALOALII STREET 8.625 4,262.29 80
8.375 4,262.29 685,000.00
AIEA HI 96701 2 08/09/96 00
0410157432 03 10/01/96 0
410157432 O 09/01/26
0
1526803 E22/G01 F 212,700.00 ZZ
360 212,595.38 1
9354 LARK SPARROW DRIVE 9.500 1,788.50 95
9.250 1,788.50 226,152.00
HIGHLANDS RANCH CO 80126 1 08/28/96 10
0410133151 03 10/01/96 30
410133151 O 09/01/26
0
1526834 429/429 F 250,000.00 ZZ
360 249,711.29 1
13 FIDDLERS WAY 8.750 1,966.75 78
8.500 1,966.75 322,377.00
LAFAYETTE NJ 07848 1 07/10/96 00
10302077 05 09/01/96 0
10302077 O 08/01/26
0
1526838 E26/G01 F 281,150.00 ZZ
360 280,992.38 1
12009 CORRAL DRIVE 8.875 2,236.96 80
8.625 2,236.96 351,460.00
FAIRFAX STATION VA 22039 1 08/23/96 00
0430032060 05 10/01/96 0
438107 O 09/01/26
0
1526844 639/G01 F 640,000.00 ZZ
360 640,000.00 1
44 COOLIDGE AVENUE 8.500 4,921.05 79
8.250 4,921.05 811,000.00
CAMBRIDGE MA 02138 1 09/30/96 00
0430048439 05 11/01/96 0
1
40074139 O 10/01/26
0
1526914 559/G01 F 258,650.00 ZZ
360 258,650.00 1
7 PURPLE HILLS COURT 8.250 1,943.16 80
8.000 1,943.16 323,500.00
SCOTTS VALLEY CA 95066 1 09/09/96 00
0430033712 05 11/01/96 0
5378997 O 10/01/26
0
1526915 559/G01 F 244,000.00 ZZ
360 244,000.00 1
2466 PRINCE STREET 8.875 1,941.38 80
8.625 1,941.38 305,000.00
BERKELEY CA 94705 1 08/29/96 00
0430034611 05 11/01/96 0
5366232 O 10/01/26
0
1526916 171/728 F 243,200.00 ZZ
360 243,044.92 1
5907 S.W.YAMHILL STREET 8.250 1,827.08 80
8.000 1,827.08 304,000.00
PORTLAND OR 97221 1 08/27/96 00
0380507328 05 10/01/96 0
37092597 O 09/01/26
0
1526918 171/728 F 297,800.00 ZZ
360 297,637.33 1
5762 VALERIE AVENUE 9.000 2,396.17 95
8.750 2,396.17 313,500.00
WOODLAND HILLS CA 91367 1 08/05/96 10
0380507351 05 10/01/96 30
67095069 O 09/01/26
0
1526920 685/G01 F 261,800.00 ZZ
360 261,800.00 1
3500 QUARRY PARK DRIVE 8.375 1,989.87 80
8.125 1,989.87 327,292.00
SAN JOSE CA 95136 1 09/03/96 00
0430030940 03 11/01/96 0
105163 O 10/01/26
0
1
1526921 B74/G01 F 350,000.00 ZZ
360 350,000.00 1
98-069 PUAHAU PLACE 8.500 2,691.20 77
8.250 2,691.20 460,000.00
AIEA HI 96701 2 09/06/96 00
0430032912 05 11/01/96 0
963200 O 10/01/26
0
1526922 685/G01 F 239,950.00 ZZ
360 239,950.00 1
6458 RAMBLEWOOD DRIVE 8.750 1,887.69 80
8.500 1,887.69 299,950.00
SAN JOSE CA 95120 1 09/09/96 00
0430030874 05 11/01/96 0
105501 O 10/01/26
0
1526925 B91/G01 F 322,000.00 ZZ
360 322,000.00 1
33 AGIA 8.500 2,475.91 80
8.250 2,475.91 402,500.00
LAGUNA NIGUEL CA 92677 1 09/04/96 00
0430036095 03 11/01/96 0
1847 O 10/01/26
0
1526927 964/G01 F 123,200.00 ZZ
360 123,127.26 1
2938 CASTLE ROCK ROAD 8.625 958.24 80
8.375 958.24 154,000.00
DIAMOND BAR CA 91765 1 08/28/96 00
0430030791 05 10/01/96 0
19879 O 09/01/26
0
1526929 593/593 F 310,500.00 ZZ
360 310,150.57 1
2609 SPEARPOINT DRIVE 8.875 2,470.48 90
8.625 2,470.48 345,000.00
RENO NV 89509 1 07/03/96 12
6310023 05 09/01/96 25
6310023 O 08/01/26
0
1526931 667/G01 F 152,000.00 ZZ
360 151,914.79 1
1025 NORTH WANDA DRIVE 8.875 1,209.38 80
8.625 1,209.38 190,000.00
1
ANAHEIM CA 92805 2 08/19/96 00
0430044040 05 10/01/96 0
11580010 O 09/01/26
0
1526933 450/G01 F 500,000.00 ZZ
360 499,712.33 1
276 INDIAN RIVER PLACE 8.750 3,933.50 54
8.500 3,933.50 930,000.00
ANN ARBOR MI 48104 1 08/30/96 00
0430031740 05 10/01/96 0
4182507 O 09/01/26
0
1526936 439/G01 F 120,700.00 ZZ
360 120,629.83 1
7718 NORTH CARNEGIE AVENUE 8.700 945.25 75
8.450 945.25 161,000.00
FRESNO CA 93722 1 08/15/96 00
0430030189 05 10/01/96 0
01869061 O 09/01/26
0
1526938 E61/G01 F 186,400.00 ZZ
360 186,400.00 1
6811 VALE COURT 8.250 1,400.36 80
8.000 1,400.36 233,000.00
PLEASANTON CA 94588 1 09/04/96 00
0430032961 05 11/01/96 0
13069 O 10/01/26
0
1526954 766/G01 F 83,000.00 ZZ
360 82,953.46 1
3754 SW 27 LANE 8.875 660.39 68
8.625 660.39 123,000.00
MIAMI FL 33134 1 08/26/96 00
0430033555 05 10/01/96 0
96SG0765 O 09/01/26
0
1526964 369/G01 F 263,350.00 ZZ
360 263,190.46 1
26 MERIDIAN LANE 8.500 2,024.94 80
8.250 2,024.94 329,210.00
STAFFORD VA 22554 4 08/22/96 00
0430032656 03 10/01/96 0
47967765 O 09/01/26
0
1
1526990 003/G01 F 236,800.00 ZZ
360 236,649.00 1
2415 DUNWOODY HOLLOW DR 8.250 1,779.00 80
8.000 1,779.00 296,000.00
ATLANTA GA 30360 1 08/30/96 00
0430033365 03 10/01/96 0
3727922 O 09/01/26
0
1526999 638/G01 F 302,000.00 ZZ
360 301,826.24 1
3215 GLENDA COURT 8.750 2,375.84 80
8.500 2,375.84 378,000.00
PLEASANTON CA 94588 1 08/16/96 00
0430033225 05 10/01/96 0
08538085 O 09/01/26
0
1527007 638/G01 F 99,000.00 ZZ
360 98,941.55 1
5928 EAST LUDLOW DRIVE 8.625 770.01 62
8.375 770.01 160,000.00
SCOTTSDALE AZ 85254 2 08/23/96 00
0430039867 05 10/01/96 0
08594484 O 09/01/26
0
1527012 757/757 F 120,000.00 ZZ
349 120,000.00 1
4080 HICKORY FAIRWAY DRIVE 8.500 929.12 43
8.250 929.12 280,000.00
WOODSTOCK GA 30188 4 09/11/96 00
2589638 03 11/01/96 0
2589638 O 11/01/25
0
1527013 E82/G01 F 194,300.00 ZZ
360 194,300.00 1
15752 HIGHVIEW DRIVE 8.375 1,476.82 80
8.125 1,476.82 242,900.00
APPLE VALLEY MN 55124 1 09/13/96 00
0400020129 05 11/01/96 0
002012C1HCF O 10/01/26
0
1527019 668/G01 F 215,000.00 ZZ
360 214,873.06 1
1
12681 SCANDIA STREET 8.625 1,672.25 93
8.375 1,672.25 233,000.00
GARDEN GROVE CA 92645 1 08/27/96 10
0430036517 05 10/01/96 30
6893861 O 09/01/26
0
1527075 375/G01 F 90,000.00 ZZ
360 89,906.32 1
643 CROFT DRIVE 9.250 740.41 65
9.000 740.41 140,000.00
UPPER SOUTHAMPT PA 18966 1 07/30/96 00
0430033340 01 09/01/96 0
UNKNOWN O 08/01/26
0
1527082 E22/G01 F 170,800.00 ZZ
360 170,800.00 1
24295 TAHOE COURT 8.500 1,313.30 80
8.250 1,313.30 213,500.00
LAGUNA NIGUEL CA 92677 1 09/03/96 00
0410184998 03 11/01/96 0
410184998 O 10/01/26
0
1527083 480/G01 F 217,600.00 ZZ
360 217,474.81 1
927 S OREGON AVE 8.750 1,711.86 80
8.500 1,711.86 272,000.00
TAMPA FL 33606 1 08/26/96 00
0430032599 05 10/01/96 0
1928043 O 09/01/26
0
1527086 E22/G01 F 307,200.00 ZZ
360 307,200.00 1
100 MONUMENT PEAK COURT 9.125 2,499.48 80
8.875 2,499.48 384,000.00
FOLSOM CA 95630 1 09/09/96 00
0410127724 05 11/01/96 0
410127724 O 10/01/26
0
1527087 E22/G01 F 98,000.00 ZZ
360 98,000.00 1
81 6279 PIKO ROAD 8.750 770.97 42
8.500 770.97 235,000.00
CAPTAIN COOK HI 96704 2 08/29/96 00
0410212831 05 11/01/96 0
1
410212831 O 10/01/26
0
1527097 E68/G01 F 271,900.00 ZZ
360 271,900.00 1
13901 WHETSTONE MANOR 8.375 2,066.64 80
8.125 2,066.64 339,900.00
CLIFTON VA 20124 1 09/27/96 00
0430045930 03 11/01/96 0
10647 O 10/01/26
0
1527108 105/G01 F 223,600.00 ZZ
360 223,453.74 1
701 POPLAR DRIVE 8.125 1,660.22 80
7.875 1,660.22 279,500.00
FALLS CHURCH VA 22046 1 08/29/96 00
0430033308 05 10/01/96 0
0968297 O 09/01/26
0
1527109 E22/G01 F 197,440.00 ZZ
360 197,320.39 1
355 CALLE DE ANDALUCIA 8.500 1,518.14 75
8.250 1,518.14 263,258.00
TORRANCE CA 90277 1 08/19/96 00
0410214209 05 10/01/96 0
410214209 O 09/01/26
0
1527133 025/025 F 212,000.00 ZZ
360 211,640.80 1
3417 BARBADOS AVENUE 8.875 1,686.77 80
8.625 1,686.77 265,000.00
COOPER CITY FL 33026 1 06/28/96 00
UNKNOWN 03 08/01/96 0
UNKNOWN O 07/01/26
0
1527137 181/181 F 256,900.00 ZZ
360 256,731.95 1
10810 CRIPPEN VALE COURT 8.125 1,907.48 80
7.875 1,907.48 321,167.00
RESTON VA 22094 1 08/30/96 00
5369355 03 10/01/96 0
5369355 O 09/01/26
0
1
1527139 450/G01 F 125,000.00 ZZ
360 125,000.00 1
43213 MIRABILE TR 8.500 961.14 72
8.250 961.14 175,000.00
CLINTON TWP MI 48038 1 09/03/96 00
0430032763 05 11/01/96 0
4276051 O 10/01/26
0
1527196 964/G01 F 204,000.00 ZZ
360 204,000.00 1
1718 CALLE ALTO 8.750 1,604.87 80
8.500 1,604.87 255,000.00
SAN DIMAS CA 91773 1 09/05/96 00
0430032144 05 11/01/96 0
19899 O 10/01/26
0
1527219 429/429 F 264,000.00 ZZ
360 263,844.13 1
11 DURHAM STREET, UNIT #4 8.625 2,053.37 80
8.375 2,053.37 330,000.00
BOSTON MA 02115 1 08/01/96 00
0021454027 01 10/01/96 0
0021454027 O 09/01/26
0
1527224 A91/G01 F 236,250.00 ZZ
360 236,250.00 1
129 DAVISON AVENUE 9.000 1,900.93 90
8.750 1,900.93 262,500.00
OCEANSIDE NY 11572 1 09/13/96 04
0430040717 05 11/01/96 25
UNKNOWN O 10/01/26
0
1527233 E26/G01 F 135,200.00 ZZ
360 135,113.78 1
7347 SWAN POINT WAY 8.250 1,015.72 80
8.000 1,015.72 169,000.00
COLUMBIA MD 21045 1 08/29/96 00
0430037259 05 10/01/96 0
437180 O 09/01/26
0
1527238 765/G01 F 182,320.00 ZZ
360 182,320.00 1
6071 DEVONSHIRE DRIVE 9.500 1,533.05 80
9.250 1,533.05 227,900.00
1
PALMDALE CA 93551 1 08/04/96 00
0430034025 03 11/01/96 0
314540 O 10/01/26
0
1527243 776/G01 F 136,000.00 ZZ
360 135,925.71 1
12291 COLEMAN AVENUE 9.000 1,094.29 80
8.750 1,094.29 170,000.00
FELTON CA 95018 2 08/21/96 00
0430039842 05 10/01/96 0
6235523 O 09/01/26
0
1527245 776/G01 F 333,050.00 ZZ
360 332,858.38 1
27210 TRINIDAD COURT 8.750 2,620.11 81
8.500 2,620.11 415,000.00
VALENICA AREA CA 91354 1 08/23/96 95
0430039487 03 10/01/96 0
2135076 O 09/01/26
0
1527248 F30/G01 F 219,750.00 ZZ
360 219,750.00 1
9838 SOUTH HIGH OAK VIEW 8.875 1,748.43 80
8.625 1,748.43 274,715.00
SALEM UT 84653 4 09/05/96 00
0430040436 05 11/01/96 0
101545 O 10/01/26
0
1527270 624/G01 F 335,250.00 ZZ
360 335,250.00 1
5221 78TH AVENUE COURT WEST 8.625 2,607.54 90
8.375 2,607.54 372,500.00
UNIVERSITY PLAC WA 98467 1 09/06/96 04
0430038513 03 11/01/96 25
85100160446 O 10/01/26
0
1527274 G28/G01 F 650,000.00 ZZ
360 650,000.00 1
17832 TRAMONTO DRIVE 8.375 4,940.47 75
(PACIFIC PALISADES AREA) 8.125 4,940.47 875,000.00
LOS ANGELES CA 90272 1 09/18/96 00
0430042119 05 11/01/96 0
1527274 O 10/01/26
0
1
1527289 696/G01 F 230,000.00 ZZ
360 229,860.67 1
5440 SIMPKINS COURT 8.500 1,768.50 58
8.250 1,768.50 402,250.00
ELLICOTT CITY MD 21043 1 08/30/96 00
0430033266 03 10/01/96 0
3015565 O 09/01/26
0
1527326 E22/G01 F 230,000.00 ZZ
360 229,860.67 1
1296 LAKE FOREST DRIVE 8.500 1,768.50 68
8.250 1,768.50 340,000.00
DAVIDSONVILLE MD 21035 5 08/26/96 00
0410239263 03 10/01/96 0
410239263 O 09/01/26
0
1527335 E22/G01 F 120,000.00 ZZ
360 119,927.30 1
8285 LAMAR DRIVE 8.500 922.70 80
8.250 922.70 150,000.00
ARVADA CO 80003 2 08/12/96 00
0410184071 05 10/01/96 0
410184071 O 09/01/26
0
1527361 976/G01 F 431,250.00 T
360 431,250.00 1
263 NORTH POINT ROAD 8.875 3,431.22 75
8.625 3,431.22 575,000.00
OCEAN CITY NJ 08226 1 09/20/96 00
0430049999 05 11/01/96 0
146636 O 10/01/26
0
1527367 A46/G01 F 90,000.00 ZZ
360 90,000.00 1
3326 SHADOWBARK DRIVE 8.750 708.03 63
8.500 708.03 144,858.00
HOUSTON TX 77082 1 09/23/96 00
0430049700 05 11/01/96 0
UNKNOWN O 10/01/26
0
1527368 461/G01 F 284,000.00 ZZ
360 283,827.95 1
1
511 RANCHO LOS NOGALES DRIVE 8.500 2,183.72 80
8.250 2,183.72 355,000.00
COVINA CA 91724 2 08/21/96 00
0430033167 05 10/01/96 0
20761318 O 09/01/26
0
1527377 992/728 F 146,000.00 ZZ
360 146,000.00 1
120 FOSLER ROAD 8.750 1,148.59 64
8.500 1,148.59 230,000.00
HIGHLAND NY 12528 2 09/06/96 00
0380507435 05 11/01/96 0
324222 O 10/01/26
0
1527378 992/G01 F 228,800.00 ZZ
360 228,800.00 1
10 SHELTER HARBOR COURT 8.625 1,779.59 80
8.375 1,779.59 286,000.00
WADING RIVER NY 11792 1 09/09/96 00
0430034686 05 11/01/96 0
322669 O 10/01/26
0
1527380 491/491 F 249,600.00 ZZ
360 249,448.79 1
350 GLASGOW CIRCLE 8.500 1,919.21 80
8.250 1,919.21 312,000.00
DANVILLE CA 94526 1 08/06/96 00
61206091 03 10/01/96 0
61206091 O 09/01/26
0
1527385 491/491 F 243,000.00 ZZ
360 242,848.96 1
109 EL OLIVAR 8.375 1,846.98 77
8.125 1,846.98 318,000.00
LOS GATOS CA 95030 1 08/01/96 00
61206873 09 10/01/96 0
61206873 O 09/01/26
0
1527390 491/491 F 232,000.00 ZZ
360 231,732.06 1
186 IRIS STREET 8.750 1,825.15 80
8.500 1,825.15 290,000.00
REDWOOD CITY CA 94062 1 07/16/96 00
61091596 05 09/01/96 0
1
61091596 O 08/01/26
0
1527394 491/491 F 238,500.00 ZZ
360 238,224.54 1
4619 EAST CORONADO DRIVE 8.750 1,876.29 90
8.500 1,876.29 265,000.00
TUCSON AZ 85718 1 07/24/96 10
61110591 05 09/01/96 25
61110591 O 08/01/26
0
1527396 491/491 F 412,500.00 ZZ
360 408,160.24 1
9356 NORTH PURDUE AVENUE 8.875 3,282.04 75
8.625 3,282.04 550,000.00
CLOVIS CA 93611 1 05/16/95 00
1752871 05 07/01/95 0
1752871 O 06/01/25
0
1527397 491/491 F 225,900.00 ZZ
360 225,625.32 1
20172 BIG BEND LANE 8.500 1,736.98 90
8.250 1,736.98 251,000.00
HUNTINGTON BEAC CA 92646 1 07/16/96 11
61135941 05 09/01/96 25
61135941 O 08/01/26
0
1527398 491/491 F 215,900.00 BB
360 215,681.09 1
5357 CORTE PLAYA JACINTO 9.375 1,795.75 90
9.125 1,795.75 239,900.00
SAN DIEGO CA 92124 1 07/05/96 11
60049758 03 09/01/96 25
60049758 O 08/01/26
0
1527402 491/491 F 315,000.00 ZZ
360 314,818.77 2
1225-1245 OAK AVENUE 8.750 2,478.11 67
8.500 2,478.11 476,000.00
REDWOOD CITY CA 94061 1 08/13/96 00
61155951 05 10/01/96 0
61155951 O 09/01/26
0
1
1527406 171/171 F 245,600.00 ZZ
360 245,600.00 1
526 GREENWICH STREET 8.125 1,823.58 80
7.875 1,823.58 307,000.00
PETALUMA CA 94954 1 09/20/96 00
18064783 05 11/01/96 0
18064783 O 10/01/26
0
1527410 491/491 F 253,650.00 ZZ
360 253,341.59 1
928 AMOROSO PLACE 8.500 1,950.35 89
8.250 1,950.35 285,000.00
LOS ANGELES CA 90291 2 07/25/96 10
61164615 05 09/01/96 25
61164615 O 08/01/26
0
1527413 E22/G01 F 228,000.00 ZZ
360 228,000.00 1
1922 ROSSWOOD DRIVE 8.250 1,712.89 88
8.000 1,712.89 260,000.00
SAN JOSE CA 95124 2 09/09/96 01
0410257471 05 11/01/96 30
410257471 O 10/01/26
0
1527414 696/G01 F 182,400.00 ZZ
360 182,283.69 1
3928 BENTON STREET NW 8.250 1,370.31 80
8.000 1,370.31 228,000.00
WASHINGTON DC 20007 1 08/29/96 00
0430033860 07 10/01/96 0
3114521 O 09/01/26
0
1527415 491/491 F 392,000.00 ZZ
360 391,750.03 1
253 SOUTH MAPLE DRIVE 8.250 2,944.97 80
8.000 2,944.97 490,000.00
BEVERLY HILLS CA 90212 1 08/07/96 00
61164003 05 10/01/96 0
61164003 O 09/01/26
0
1527416 893/G01 F 332,500.00 ZZ
360 332,500.00 1
3797 RED OAK WAY 8.375 2,527.24 74
8.125 2,527.24 450,000.00
1
REDWOOD CITY CA 94061 2 09/10/96 00
0430039123 05 11/01/96 0
6080037231 O 10/01/26
0
1527417 491/491 F 348,000.00 ZZ
360 347,783.69 1
16130 JACKSON OAKS DRIVE 8.375 2,645.06 80
8.125 2,645.06 435,000.00
MORGAN HILL CA 95037 1 08/02/96 00
60544767 03 10/01/96 0
60544767 O 09/01/26
0
1527424 491/491 F 250,000.00 ZZ
360 249,840.58 1
4629 HILLARD AVENUE 8.250 1,878.17 53
8.000 1,878.17 480,000.00
LA CANADA-FLINT CA 91011 1 08/01/96 00
60549734 05 10/01/96 0
60549734 O 09/01/26
0
1527425 491/491 F 560,000.00 ZZ
360 559,353.25 1
3160 SERENA AVENUE 8.750 4,405.53 80
8.500 4,405.53 700,000.00
CARPINTERIA CA 93013 1 07/18/96 00
61199494 05 09/01/96 0
61199494 O 08/01/26
0
1527431 491/491 F 284,800.00 ZZ
360 284,453.70 1
91 STEUBEN BAY 8.500 2,189.87 80
8.250 2,189.87 356,000.00
ALAMEDA CA 94502 1 07/01/96 00
60549831 03 09/01/96 0
60549831 O 08/01/26
0
1527432 491/491 F 253,500.00 ZZ
360 253,214.71 1
2246 EAST DUDLEY STREET 8.875 2,016.96 90
8.625 2,016.96 282,000.00
PASADENA CA 91104 1 07/09/96 11
61199354 05 09/01/96 25
61199354 O 08/01/26
0
1
1527433 936/G01 F 256,000.00 ZZ
360 255,848.85 1
6241 MEMORIAL DRIVE 8.625 1,991.15 80
8.375 1,991.15 320,000.00
DUBLIN OH 43017 1 08/16/96 00
0430035758 03 10/01/96 0
6079149 O 09/01/26
0
1527434 936/G01 F 300,000.00 ZZ
360 299,831.81 1
190 ROUND HILL DRIVE 8.875 2,386.94 77
8.625 2,386.94 389,993.00
FREEHOLD NJ 07728 1 08/28/96 00
0430041020 05 10/01/96 0
6098271 O 09/01/26
0
1527436 491/491 F 240,000.00 ZZ
360 239,715.58 1
300 SOUTH ASHTON AVENUE 8.625 1,866.70 67
8.375 1,866.70 360,000.00
MILLBRAE CA 94030 1 07/18/96 00
61205486 05 09/01/96 0
61205486 O 08/01/26
0
1527437 491/491 F 464,000.00 ZZ
360 463,106.25 1
8766 PETITE CREEK DRIVE 8.250 3,485.88 80
8.000 3,485.88 580,000.00
ROSEVILLE CA 95661 1 06/11/96 00
60568658 03 08/01/96 0
60568658 O 07/01/26
0
1527438 936/G01 F 239,000.00 ZZ
360 238,851.44 1
16610 NORTHEAST 44TH WAY 8.375 1,816.58 69
8.125 1,816.58 350,000.00
REDMOND WA 98052 5 08/21/96 00
0430041798 05 10/01/96 0
6108484 O 09/01/26
0
1527439 936/G01 F 275,000.00 ZZ
360 274,841.78 1
1
745 NORTH ALTA VISTA BOULEVARD 8.750 2,163.43 89
8.500 2,163.43 310,000.00
LOS ANGELES CA 90046 2 08/26/96 01
0430035790 05 10/01/96 25
6108930 O 09/01/26
0
1527440 491/491 F 296,000.00 ZZ
360 295,649.22 1
737 GLENSIDE CIRCLE 8.625 2,302.26 80
8.375 2,302.26 370,000.00
LAFAYETTE CA 94549 1 07/25/96 00
61201529 05 09/01/96 0
61201529 O 08/01/26
0
1527442 936/G01 F 225,100.00 ZZ
360 224,977.04 1
25 ROOSEVELT AVENUE 9.000 1,811.21 95
8.750 1,811.21 237,000.00
PEABODY MA 01960 1 08/30/96 01
0430035899 05 10/01/96 30
6017800 O 09/01/26
0
1527443 491/491 F 234,000.00 ZZ
360 233,426.91 1
3001 FLACON RIDGE COVE 8.500 1,799.26 90
8.250 1,799.26 260,000.00
LAREDO TX 78045 1 05/15/96 10
60763574 03 07/01/96 25
60763574 O 06/01/26
0
1527449 559/G01 F 237,450.00 ZZ
360 237,306.15 1
6146 ALLBROOK CIRCLE 8.500 1,825.79 95
8.250 1,825.79 249,950.00
PLEASANTON CA 94588 1 08/28/96 14
0430037861 05 10/01/96 30
5370077 O 09/01/26
0
1527451 491/491 F 288,000.00 ZZ
360 287,329.91 1
4224 LOMO ALTO COURT 8.750 2,265.70 80
8.500 2,265.70 360,000.00
DALLAS TX 75219 1 05/28/96 00
61050687 09 07/01/96 0
1
61050687 O 06/01/26
0
1527452 111/111 F 214,200.00 ZZ
360 214,200.00 1
3222 107TH AVENUE S.E. 8.375 1,628.07 90
8.125 1,628.07 238,000.00
BELLEVUE WA 98004 1 08/30/96 11
692158 05 11/01/96 25
692158 O 10/01/26
0
1527456 491/491 F 220,950.00 ZZ
360 220,701.34 1
6004 CHICTORA COVE 8.875 1,757.98 90
8.625 1,757.98 245,565.00
AUSTIN TX 78759 1 07/31/96 10
61053651 03 09/01/96 25
61053651 O 08/01/26
0
1527458 111/111 F 224,000.00 T
360 223,880.79 1
1790 OGDEN DRIVE 9.125 1,822.54 80
8.875 1,822.54 280,000.00
CAMBRIA CA 93428 1 08/01/96 00
688905 05 10/01/96 0
688905 O 09/01/26
0
1527461 491/491 F 286,400.00 ZZ
360 285,680.44 1
3075 NW CORNELL RD 8.375 2,176.85 80
8.125 2,176.85 358,000.00
PORTLAND OR 97210 1 05/13/96 00
60841214 05 07/01/96 0
60841214 O 06/01/26
0
1527463 491/491 F 260,000.00 ZZ
360 259,536.16 1
1011 PASEO DE LA CUMA 8.625 2,022.26 80
8.375 2,022.26 325,000.00
SANTA FE NM 87501 1 06/05/96 00
61050971 05 08/01/96 0
61050971 O 07/01/26
0
1
1527465 491/491 F 228,950.00 ZZ
360 228,811.30 1
34 ESTERNAY DRIVE 8.500 1,760.43 95
8.250 1,760.43 242,287.00
FOOTHILL RANCH CA 92610 1 08/02/96 11
60869968 03 10/01/96 30
60869968 O 09/01/26
0
1527466 491/491 F 424,000.00 ZZ
360 423,743.13 1
14218 BOUNTY WAY 8.500 3,260.20 80
8.250 3,260.20 530,000.00
POWAY CA 92064 1 08/01/96 00
60924071 03 10/01/96 0
60924071 O 09/01/26
0
1527468 491/491 F 235,000.00 ZZ
360 234,278.07 1
6420 NORTH 27TH STREET 9.125 1,912.04 61
8.875 1,912.04 390,954.00
PHOENIX AZ 85016 1 06/27/96 00
61017116 03 08/01/96 0
61017116 O 07/01/26
0
1527470 491/491 F 255,000.00 ZZ
360 254,837.40 1
1585 PARKVIEW DRIVE 8.250 1,915.73 67
8.000 1,915.73 385,000.00
VISTA CA 92083 1 08/06/96 00
60924446 03 10/01/96 0
60924446 O 09/01/26
0
1527472 491/491 F 351,200.00 ZZ
360 350,981.70 1
1274 NOE STREET 8.375 2,669.38 80
8.125 2,669.38 439,000.00
SA FRANCISCO CA 94114 1 08/05/96 00
61207055 05 10/01/96 0
61207055 O 09/01/26
0
1527476 E22/G01 F 131,250.00 ZZ
360 131,168.43 1
718 GILDERSLEEVE ST 8.375 997.59 75
8.125 997.59 175,000.00
1
SANTA FE NM 87501 1 08/16/96 00
0410214928 05 10/01/96 0
410214928 O 09/01/26
0
1527477 491/491 F 364,200.00 ZZ
360 363,768.39 1
5461 LIGURIAN DRIVE 8.625 2,832.72 80
8.375 2,832.72 455,341.00
SAN JOSE CA 95138 1 07/24/96 00
61207641 03 09/01/96 0
61207641 O 08/01/26
0
1527482 491/491 F 292,500.00 ZZ
360 292,336.01 1
5995 ALVARADO COURT 8.875 2,327.27 75
8.625 2,327.27 390,000.00
SAN JOSE CA 95120 1 08/06/96 00
61208698 03 10/01/96 0
61208698 O 09/01/26
0
1527486 E22/G01 F 196,000.00 ZZ
360 195,875.02 1
629 SOUTH ROSALIND DRIVE 8.250 1,472.48 80
8.000 1,472.48 245,000.00
ORANGE CA 92669 1 08/21/96 00
0410184964 05 10/01/96 0
410184964 O 09/01/26
0
1527488 491/491 F 224,000.00 ZZ
360 223,720.55 1
2165 NORTH HOLLISTON AVENUE 8.375 1,702.57 80
8.125 1,702.57 280,000.00
ALTADENA CA 91001 1 07/29/96 00
61227145 05 09/01/96 0
61227145 O 08/01/26
0
1527489 E22/G01 F 293,300.00 ZZ
360 293,117.70 1
9824 CARRARA CIRCLE 8.375 2,229.29 80
8.125 2,229.29 366,683.00
CYPRESS CA 90630 1 08/21/96 00
0410257307 05 10/01/96 0
410257307 O 09/01/26
0
1
1527492 491/491 F 223,250.00 ZZ
360 223,111.23 1
11872 CHERRY STREET 8.375 1,696.87 92
8.125 1,696.87 245,000.00
LOS ALAMITOS CA 90720 1 08/09/96 14
61229903 05 10/01/96 30
61229903 O 09/01/26
0
1527495 491/491 F 242,200.00 ZZ
360 242,067.70 1
1580 CRESTWOOD DRIVE 9.000 1,948.80 95
8.750 1,948.80 255,000.00
SAN BRUNO CA 94066 1 08/12/96 14
61268534 05 10/01/96 30
61268534 O 09/01/26
0
1527496 491/491 F 256,000.00 ZZ
360 255,836.75 1
227 TRINITY AVENUE 8.250 1,923.25 80
8.000 1,923.25 320,000.00
KENSINGTON CA 94707 1 08/14/96 00
61269387 05 10/01/96 0
61269387 O 09/01/26
0
1527497 491/491 F 235,000.00 ZZ
360 234,853.93 1
25645 WILDE AVENUE 8.375 1,786.17 80
8.125 1,786.17 295,000.00
STEVENSON RANCH CA 91381 2 08/08/96 00
60949066 03 10/01/96 0
60949066 O 09/01/26
0
1527499 491/491 F 244,000.00 ZZ
360 243,859.62 1
623 TEREDO DRIVE 8.750 1,919.55 80
8.500 1,919.55 308,000.00
REDWOOD CITY CA 94065 1 08/06/96 00
61021547 05 10/01/96 0
61021547 O 09/01/26
0
1527500 491/491 F 261,000.00 ZZ
360 260,682.64 1
1
3741 SOUTHERNWOOD WAY 8.500 2,006.87 50
8.250 2,006.87 529,000.00
SAN DIEGO CA 92106 1 07/30/96 00
60925388 03 09/01/96 0
60925388 O 08/01/26
0
1527501 491/491 F 284,000.00 ZZ
360 283,510.03 1
2618 W VIEWMONT WAY W 8.000 2,083.90 66
7.750 2,083.90 435,000.00
SEATTLE WA 98199 2 07/23/96 00
60968095 05 09/01/96 0
60968095 O 08/01/26
0
1527502 491/491 F 253,000.00 ZZ
360 252,176.98 1
3010 FOREST GATE DRIVE 8.875 2,012.99 80
8.625 2,012.99 317,000.00
BAYTOWN TX 77521 2 07/19/96 00
60932881 05 09/01/96 0
60932881 O 08/01/26
0
1527503 480/G01 F 363,400.00 ZZ
360 363,190.92 1
17715 QUAIL COVEY COURT 8.750 2,858.87 76
8.500 2,858.87 483,778.00
WOODBINE MD 21797 2 08/16/96 00
0430034744 03 10/01/96 0
1126374 O 09/01/26
0
1527504 491/491 F 288,000.00 ZZ
360 287,667.39 1
2223 E CRESCENT DR 8.750 2,265.70 80
8.500 2,265.70 360,000.00
SEATTLE WA 98112 1 07/26/96 00
60968753 05 09/01/96 0
60968753 O 08/01/26
0
1527505 491/491 F 302,800.00 ZZ
360 302,616.55 1
19788 SIERRA MEADOWS LANE 8.500 2,328.28 90
8.250 2,328.28 336,527.00
LOS ANGELES CA 91326 1 08/07/96 10
60943319 03 10/01/96 25
1
60943319 O 09/01/26
0
1527525 640/G01 F 240,000.00 ZZ
348 239,851.98 1
2616 NORTH REED HOOKER ROAD 8.875 1,923.02 72
8.625 1,923.02 335,000.00
MEMPHIS TN 38028 2 08/28/96 00
0430038372 05 10/01/96 0
UNKNOWN O 09/01/25
0
1527645 E22/G01 F 80,000.00 ZZ
360 79,956.30 1
44096 ALSACE LANE 9.000 643.70 80
8.750 643.70 100,000.00
HEMET CA 92544 2 09/03/96 00
0410224950 05 10/01/96 0
410224950 O 09/01/26
0
1527647 387/387 F 221,350.00 ZZ
360 221,087.68 1
4556 TALISMAN STREET 8.625 1,721.64 72
8.375 1,721.64 308,000.00
TORRANCE CA 90503 1 07/19/96 00
797225 05 09/01/96 0
797225 O 08/01/26
0
1527651 387/387 F 244,700.00 ZZ
360 244,551.76 1
4634 EAST SOMERTON AVENUE 8.500 1,881.53 80
8.250 1,881.53 305,900.00
ORANGE CA 92667 1 08/02/96 00
803270 03 10/01/96 0
803270 O 09/01/26
0
1527652 317/G01 F 252,700.00 ZZ
360 252,538.86 1
6561 AUTUMN WIND CIRCLE 8.250 1,898.45 80
8.000 1,898.45 316,080.00
CLARKSVILLE MD 21029 1 08/28/96 00
0430036509 03 10/01/96 0
243015 O 09/01/26
0
1
1527653 317/G01 F 228,800.00 ZZ
360 228,650.33 1
9109 COTTAGE GROVE PASS 8.125 1,698.84 95
7.875 1,698.84 240,884.00
AUSTIN TX 78717 1 08/29/96 04
0430036319 03 10/01/96 30
195491 O 09/01/26
0
1527877 387/387 F 243,800.00 ZZ
360 243,644.54 1
2042 EILENE DRIVE 8.250 1,831.59 90
8.000 1,831.59 271,000.00
PLEASANTON CA 94588 1 08/16/96 04
808121 05 10/01/96 25
808121 O 09/01/26
0
1527883 387/387 F 375,000.00 ZZ
360 374,754.70 1
4229 WHISPERING PINES COURT 8.125 2,784.36 61
7.875 2,784.36 616,000.00
ENCINO CA 91316 1 08/22/96 00
807552 03 10/01/96 0
807552 O 09/01/26
0
1527886 635/635 F 247,000.00 ZZ
360 246,865.08 1
8364 S PENINSULA DR 9.000 1,987.42 75
8.750 1,987.42 333,070.00
LITTLETON CO 80120 1 09/10/96 00
652253600 09 10/01/96 0
652253600 O 09/01/26
0
1527890 635/635 F 358,000.00 ZZ
360 358,000.00 1
11042 PARADELA STREET 8.875 2,848.41 68
8.625 2,848.41 530,000.00
CORAL GABLES FL 33156 5 09/09/96 00
660625500 03 11/01/96 0
660625500 O 10/01/26
0
1527915 A91/G01 F 280,000.00 ZZ
360 280,000.00 1
96 CLARKE AVENUE 9.375 2,328.90 95
9.125 2,328.90 295,000.00
1
STATEN ISLAND NY 10306 1 09/18/96 04
0430032839 05 11/01/96 30
167384 O 10/01/26
0
1527921 387/387 F 326,200.00 ZZ
360 326,002.38 1
260 FISALIA COURT 8.500 2,508.20 70
8.250 2,508.20 466,000.00
FREMONT CA 94539 2 08/19/96 00
806208 05 10/01/96 0
806208 O 09/01/26
0
1527924 003/G01 F 240,300.00 ZZ
360 240,154.42 1
4266 BURGOMEISTER PLACE 8.500 1,847.70 90
8.250 1,847.70 267,000.00
LITHONIA GA 30058 1 08/30/96 12
0430036525 03 10/01/96 25
3724226 O 09/01/26
0
1527939 721/G01 F 230,000.00 ZZ
360 230,000.00 1
2421 BRANWOOD DR 8.875 1,829.99 80
8.625 1,829.99 290,000.00
WISCONSIN RAPID WI 54494 2 08/30/96 00
0430033845 05 11/01/96 0
7810009932 O 10/01/26
0
1527944 387/387 F 232,000.00 ZZ
360 231,859.45 1
7008 BAXTERSHIRE DRIVE 8.500 1,783.88 80
8.250 1,783.88 290,000.00
DALLAS TX 75230 1 08/20/96 00
799767 05 10/01/96 0
799767 O 09/01/26
0
1527949 387/387 F 228,000.00 ZZ
360 227,865.39 1
28305 RODGERS DRIVE 8.625 1,773.36 95
8.375 1,773.36 240,000.00
SAUGUS CA 91350 1 08/12/96 12
805432 03 10/01/96 30
805432 O 09/01/26
0
1
1527951 387/387 F 192,000.00 ZZ
360 191,883.69 1
2985 AVENIDA DE LOS ARBOLES 8.500 1,476.31 80
8.250 1,476.31 240,000.00
THOUSAND OAKS CA 91362 1 08/14/96 00
804799 01 10/01/96 0
804799 O 09/01/26
0
1527953 387/387 F 308,000.00 ZZ
360 307,827.33 1
2201 WINDING HOLLOW LANE 8.875 2,450.59 80
8.625 2,450.59 385,000.00
PLANO TX 75093 1 08/08/96 00
804260 03 10/01/96 0
804260 O 09/01/26
0
1527955 387/387 F 297,600.00 ZZ
360 274,433.16 1
805 CANADA DRIVE 8.875 2,367.84 80
8.625 2,367.84 372,000.00
MILPITAS CA 95035 1 08/08/96 00
802082 05 10/01/96 0
802082 O 09/01/26
0
1527957 387/387 F 300,000.00 ZZ
360 299,827.40 1
3212 MORRIS DRIVE 8.750 2,360.10 63
8.500 2,360.10 480,000.00
PALO ALTO CA 94303 1 07/30/96 00
801142 05 10/01/96 0
801142 O 09/01/26
0
1527959 387/387 F 280,000.00 ZZ
360 279,830.37 1
3417 ROYAL MEADOW LANE 8.500 2,152.96 64
8.250 2,152.96 443,000.00
SAN JOSE CA 95135 2 08/13/96 00
805754 05 10/01/96 0
805754 O 09/01/26
0
1527962 387/387 F 392,000.00 ZZ
360 391,750.03 1
1
431 CAMINO DE ENCANTO 8.250 2,944.97 80
8.000 2,944.97 490,000.00
TORRANCE CA 90277 1 08/19/96 00
806612 05 10/01/96 0
806612 O 09/01/26
0
1527963 387/387 F 328,000.00 ZZ
360 327,323.33 1
5335 WANETA DRIVE 8.500 2,522.04 80
8.250 2,522.04 410,000.00
DALLAS TX 75209 1 08/08/96 00
805697 03 10/01/96 0
805697 O 09/01/26
0
1527964 387/387 F 335,000.00 ZZ
360 334,797.06 1
13401 STONE CANYON ROAD 8.500 2,575.86 66
8.250 2,575.86 515,000.00
POWAY CA 92064 1 08/12/96 00
801233 05 10/01/96 0
801233 O 09/01/26
0
1527965 387/387 F 225,000.00 ZZ
360 224,860.15 1
26246 GOLADA 8.375 1,710.16 89
8.125 1,710.16 255,000.00
MISSION VIEJO CA 92692 1 08/07/96 04
802421 03 10/01/96 25
802421 O 09/01/26
0
1528047 696/G01 F 199,200.00 ZZ
360 199,200.00 1
3619 22ND STREET NORTH 8.250 1,496.52 80
8.000 1,496.52 249,000.00
ARLINGTON VA 22207 1 09/13/96 00
0430033423 05 11/01/96 0
2288579 O 10/01/26
0
1528048 696/G01 F 191,600.00 ZZ
360 191,600.00 1
6642 KIRKLEY AVENUE 8.125 1,422.62 80
7.875 1,422.62 239,500.00
MCLEAN VA 22101 1 09/12/96 00
0430033316 05 11/01/96 0
1
3114590 O 10/01/26
0
1528093 814/G01 F 174,000.00 ZZ
360 174,000.00 1
1248 WENTWORTH WAY 9.250 1,431.46 80
9.000 1,431.46 217,500.00
SAN JOSE CA 95121 2 09/06/96 00
0430039990 05 11/01/96 0
9608128 O 10/01/26
0
1528102 964/G01 F 224,000.00 ZZ
360 224,000.00 1
1671 44TH AVENUE 8.750 1,762.21 70
8.500 1,762.21 320,000.00
SAN FRANCISCO CA 94122 1 08/29/96 00
0430035634 05 11/01/96 0
19908 O 10/01/26
0
1528103 976/G01 F 271,000.00 ZZ
360 271,000.00 1
3927 SPARTAN DRIVE 8.375 2,059.80 70
8.125 2,059.80 390,000.00
FORT GRATIOT MI 48059 2 09/03/96 00
0430041905 05 11/01/96 0
305023 O 10/01/26
0
1528105 976/G01 F 408,000.00 ZZ
360 408,000.00 1
8310 SIMSBURY PLACE 8.250 3,065.17 80
8.000 3,065.17 515,000.00
ALEXANDRIA VA 22308 1 09/03/96 00
0430034967 05 11/01/96 0
714573 O 10/01/26
0
1528107 976/G01 F 319,600.00 ZZ
360 319,411.31 1
1323.5 CERRO GORDO ROAD 8.625 2,485.82 80
8.375 2,485.82 399,500.00
SANTA FE NM 87501 1 08/22/96 00
0430034975 05 10/01/96 0
250415 O 09/01/26
0
1
1528108 822/G01 F 48,000.00 ZZ
360 47,973.09 1
716 GULLS WING PLACE 8.875 381.91 42
8.625 381.91 117,000.00
SMITHVILLE NJ 08201 2 08/30/96 00
0430037325 03 10/01/96 0
1306006543 O 09/01/26
0
1528109 E22/G01 F 59,900.00 ZZ
360 59,863.71 1
3215 AVENUE F 8.500 460.58 43
8.250 460.58 139,900.00
SANTA FE TX 77510 1 08/23/96 00
0410257646 05 10/01/96 0
410257646 O 09/01/26
0
1528117 731/G01 F 179,700.00 ZZ
360 179,700.00 1
662 GOLDENWOOD COURT 8.875 1,429.77 80
8.625 1,429.77 224,684.00
POWDER SPRINGS GA 30073 1 09/13/96 00
0430038323 03 11/01/96 0
3140662658 O 10/01/26
0
1528119 776/G01 F 328,000.00 ZZ
360 328,000.00 1
2301 HOLLYRIDGE DRIVE 8.375 2,493.04 80
8.125 2,493.04 410,000.00
LOS ANGELES CA 90068 1 09/04/96 00
0430038919 05 11/01/96 0
2135130 O 10/01/26
0
1528123 776/G01 F 125,900.00 ZZ
360 125,900.00 1
740 122 AVENUE NORTHEAST #4 9.000 1,013.02 70
8.750 1,013.02 179,900.00
BELLEVUE WA 98005 1 09/06/96 00
0430040154 01 11/01/96 0
5533594 O 10/01/26
0
1528127 696/G01 F 199,200.00 ZZ
360 199,082.39 1
411 WINDSOR STREET 8.625 1,549.36 80
8.375 1,549.36 249,000.00
1
SILVER SPRING MD 20910 1 08/29/96 00
0430038547 05 10/01/96 0
3114532 O 09/01/26
0
1528128 776/G01 F 371,000.00 ZZ
360 371,000.00 1
459 EAST LOMA ALTA DRIVE 9.000 2,985.15 71
8.750 2,985.15 525,000.00
ALTADENA AREA CA 91001 5 09/05/96 00
0430040469 05 11/01/96 0
6134521 O 10/01/26
0
1528136 936/G01 F 234,000.00 ZZ
360 233,868.81 1
21445 PICASSO PLACE 8.875 1,861.81 90
8.625 1,861.81 260,000.00
WOODLAND HILLS CA 91364 1 08/21/96 11
0430036798 05 10/01/96 30
6110589 O 09/01/26
0
1528137 936/G01 F 289,200.00 ZZ
360 289,020.25 1
4917 ROCKBLUFF DRIVE 8.375 2,198.13 80
8.125 2,198.13 361,500.00
ROLLING HILLS E CA 90274 1 08/23/96 00
0430040550 05 10/01/96 0
6113260 O 09/01/26
0
1528138 696/G01 F 123,200.00 ZZ
360 123,200.00 1
2335 PAINTER COURT 8.000 904.00 80
7.750 904.00 154,000.00
HAYMARKET VA 20169 1 09/13/96 00
0430037341 05 11/01/96 0
2288376 O 10/01/26
0
1528140 964/G01 F 322,000.00 ZZ
360 322,000.00 1
16300 CAMINO DEL SOL 9.000 2,590.88 72
8.750 2,590.88 450,000.00
LOS GATOS CA 95032 2 09/04/96 00
0430034587 05 11/01/96 0
19874 O 10/01/26
0
1
1528142 685/G01 F 279,200.00 BB
360 279,200.00 1
4342 MAHOGANY CIRCLE 8.500 2,146.81 80
8.250 2,146.81 350,000.00
YORBA LINDA CA 92886 1 09/11/96 00
0430036533 05 11/01/96 0
105471 O 10/01/26
0
1528143 811/G01 F 136,000.00 ZZ
360 135,908.75 1
623 LOS ALAMOS AVENUE 8.000 997.92 80
7.750 997.92 170,000.00
LIVERMORE CA 94550 1 08/26/96 00
0430043125 05 10/01/96 0
FM02100748 O 09/01/26
0
1528144 964/G01 F 168,000.00 ZZ
360 168,000.00 1
219 SAN CARLOS WAY 9.000 1,351.77 80
8.750 1,351.77 210,000.00
PLACENTIA CA 92670 1 09/12/96 00
0430033811 05 11/01/96 0
20050 O 10/01/26
0
1528146 964/G01 F 191,200.00 ZZ
360 191,092.81 1
17209 HORST AVENUE 8.875 1,521.27 80
8.625 1,521.27 239,000.00
CERRITOS CA 90701 1 08/20/96 00
0430033837 05 10/01/96 0
19768 O 09/01/26
0
1528147 964/G01 F 204,000.00 ZZ
360 203,882.63 1
1284 FREMONT STREET 8.750 1,604.87 80
8.500 1,604.87 255,000.00
SAN JOSE CA 95126 1 08/16/96 00
0430033928 05 10/01/96 0
19700 O 09/01/26
0
1528156 964/G01 F 193,600.00 ZZ
360 193,473.36 1
1
2 WOODOAKS DRIVE 8.125 1,437.47 80
7.875 1,437.47 242,000.00
SAN RAFAEL CA 94903 2 08/20/96 00
0430034009 09 10/01/96 0
19738 O 09/01/26
0
1528157 B75/G01 F 130,650.00 ZZ
360 130,570.85 1
5222 BAMBURG COURT 8.500 1,004.59 92
8.250 1,004.59 143,000.00
FREDERICK MD 21703 2 08/28/96 12
0430036384 09 10/01/96 30
2506194 O 09/01/26
0
1528158 964/G01 F 224,000.00 ZZ
360 223,849.70 1
28 HOP RANCH COURT 8.000 1,643.63 80
7.750 1,643.63 280,000.00
SANTA ROSA CA 95403 1 08/08/96 00
0430033977 05 10/01/96 0
19319 O 09/01/26
0
1528161 369/G01 F 527,200.00 ZZ
360 526,872.32 1
98-1269 KAONOHI STREET 8.375 4,007.10 80
8.125 4,007.10 659,000.00
AIEA HI 96701 2 08/27/96 00
0430037150 05 10/01/96 0
49087026 O 09/01/26
0
1528163 369/G01 F 243,000.00 ZZ
360 243,000.00 1
615 BRIDGEWATER DRIVE 8.625 1,890.03 90
8.375 1,890.03 270,000.00
ATLANTA GA 30328 1 09/03/96 14
0430037135 05 11/01/96 25
60073418 O 10/01/26
0
1528173 462/G01 F 330,000.00 ZZ
360 329,789.56 1
4555 TOTANA DRIVE 8.250 2,479.19 69
8.000 2,479.19 480,000.00
LOS ANGELES CA 91356 1 08/13/96 00
0430036905 05 10/01/96 0
1
4513834 O 09/01/26
0
1528174 450/450 F 378,000.00 ZZ
360 378,000.00 1
32455 SUSANNE DR 9.250 3,109.71 80
9.000 3,109.71 472,500.00
VILLAGE OF FRAN MI 48025 1 09/10/96 00
4173530 05 11/01/96 0
4173530 O 10/01/26
0
1528429 369/G01 F 230,400.00 ZZ
360 230,245.41 1
3415 HALYCON DRIVE 8.000 1,690.60 75
7.750 1,690.60 309,000.00
ALEXANDRIA VA 22305 4 09/03/96 00
0430036293 05 10/01/96 0
49472897 O 09/01/26
0
1528432 450/G01 F 375,200.00 ZZ
360 375,200.00 1
4227 CLEARWATER LANE 9.125 3,052.76 90
8.875 3,052.76 416,983.00
NAPERVILLE IL 60564 1 09/06/96 04
0430035089 05 11/01/96 25
2674 O 10/01/26
0
1528476 455/G01 F 490,000.00 ZZ
360 490,000.00 1
4125 NORTH ARNOLD MILL ROAD 8.500 3,767.68 73
8.250 3,767.68 679,000.00
WOODSTOCK GA 30188 2 09/09/96 00
0430046979 05 11/01/96 0
52595 O 10/01/26
0
1528498 685/G01 F 213,750.00 ZZ
360 213,750.00 1
21 CAMARIN STREET 8.375 1,624.65 80
8.125 1,624.65 267,244.00
FOOTHILL RANCH CA 92610 1 09/05/96 00
0430045674 03 11/01/96 0
105376 O 10/01/26
0
1
1528499 387/387 F 341,600.00 ZZ
360 341,600.00 1
3827 DECLARATION AVENUE 8.250 2,566.33 90
8.000 2,566.33 380,000.00
CALABASAS CA 91302 1 09/03/96 12
812560 05 11/01/96 25
812560 O 10/01/26
0
1528500 387/387 F 244,000.00 ZZ
360 243,848.34 1
5 SAND OAKS ROAD 8.375 1,854.58 80
8.125 1,854.58 305,000.00
LAGUNA NIGUEL CA 92677 1 08/22/96 00
809558 03 10/01/96 0
809558 O 09/01/26
0
1528501 387/387 F 280,000.00 ZZ
360 280,000.00 1
823 DARIEN WAY 8.250 2,103.55 75
8.000 2,103.55 375,000.00
SAN FRANCISCO CA 94127 5 08/26/96 00
809277 05 11/01/96 0
809277 O 10/01/26
0
1528502 387/387 F 350,000.00 ZZ
360 349,771.05 1
11567 CROW CANYON ROAD 8.125 2,598.74 70
7.875 2,598.74 500,000.00
CASTRO VALLEY CA 94552 2 08/20/96 00
805424 05 10/01/96 0
805424 O 09/01/26
0
1528503 387/387 F 324,000.00 ZZ
360 323,793.40 1
20 LA CASITA LANE 8.250 2,434.10 80
8.000 2,434.10 405,000.00
WALNUT CREEK CA 94595 1 08/23/96 00
796599 05 10/01/96 0
796599 O 09/01/26
0
1528504 387/387 F 483,000.00 ZZ
360 482,722.12 1
9750 EMPIRE ROAD 8.750 3,799.76 70
8.500 3,799.76 690,000.00
1
LOUISVILLE CO 80027 5 08/28/96 00
805713 05 10/01/96 0
805713 O 09/01/26
0
1528505 387/387 F 300,000.00 ZZ
360 299,813.53 1
4161 BANDINI STREET 8.375 2,280.22 57
8.125 2,280.22 535,000.00
SAN DIEGO CA 92103 5 08/28/96 00
809285 05 10/01/96 0
809285 O 09/01/26
0
1528506 387/387 F 200,000.00 ZZ
360 199,878.84 1
947 JIMENO ROAD 8.500 1,537.83 61
8.250 1,537.83 330,000.00
SANTA BARBARA CA 93103 1 08/02/96 00
799577 05 10/01/96 0
799577 O 09/01/26
0
1528510 685/G01 F 289,450.00 ZZ
360 289,450.00 1
200 RATTO ROAD 8.375 2,200.03 80
8.125 2,200.03 361,864.00
ALAMEDA CA 94502 1 09/16/96 00
0430036335 03 11/01/96 0
105442 O 10/01/26
0
1528511 685/G01 F 220,000.00 ZZ
360 220,000.00 1
2027 LA SALLE PLACE 8.875 1,750.42 80
8.625 1,750.42 275,000.00
CHULA VISTA CA 91913 2 09/09/96 00
0430036327 05 11/01/96 0
105319 O 10/01/26
0
1528563 635/635 F 243,900.00 ZZ
360 243,900.00 1
5816 EAST SENTINEL ROCK ROAD 9.250 2,006.51 62
9.000 2,006.51 395,000.00
CAREFREE AZ 85377 2 09/04/96 00
6605281 05 11/01/96 0
6605281 O 10/01/26
0
1
1528592 E22/G01 F 255,000.00 ZZ
360 254,849.45 1
130 GLASGOW CIRCLE 8.625 1,983.36 78
8.375 1,983.36 329,000.00
DANVILLE CA 94526 2 08/15/96 00
0410157911 03 10/01/96 0
410157911 O 09/01/26
0
1528614 637/G01 F 270,000.00 ZZ
360 269,856.32 2
204 OCEAN PARKWAY 9.125 2,196.81 90
8.875 2,196.81 300,000.00
BROOKLYN NY 11218 1 08/26/96 04
0430046565 05 10/01/96 25
9104738 O 09/01/26
0
1528617 637/G01 F 298,000.00 ZZ
360 297,837.22 1
97 KENWOOD DRIVE 9.000 2,397.78 92
8.750 2,397.78 324,000.00
WOODCLIFFE LAKE NJ 07675 1 08/23/96 04
0430045559 05 10/01/96 30
9226499 O 09/01/26
0
1528620 637/G01 F 213,750.00 ZZ
360 213,750.00 1
58 STONEHURST LANE 8.625 1,662.53 75
8.375 1,662.53 285,000.00
DIX HILLS NY 11746 1 09/04/96 00
0430041079 05 11/01/96 0
9227778 O 10/01/26
0
1528627 637/G01 F 92,000.00 ZZ
360 91,947.06 1
7 DONAHUE AVENUE 8.750 723.77 65
8.500 723.77 142,000.00
INWOOD NY 11696 1 08/28/96 00
0430042804 05 10/01/96 0
9227661 O 09/01/26
0
1528637 637/G01 F 209,700.00 ZZ
360 209,585.45 1
1
155 WEST 68TH STREET #3-03 9.000 1,687.30 90
8.750 1,687.30 233,000.00
NEW YORK NY 10023 1 08/28/96 04
0430039321 09 10/01/96 25
9378241 O 09/01/26
0
1528659 975/G01 F 220,000.00 ZZ
360 220,000.00 1
11520 BRYMER LANE 8.375 1,672.16 62
(NORTHRIDGE AREA) 8.125 1,672.16 355,000.00
LOS ANGELES CA 91326 1 09/16/96 00
0430044933 05 11/01/96 0
962361 O 10/01/26
0
1528661 561/G01 F 247,500.00 T
360 247,500.00 1
LOTS 30, 32 & 34 RIDGE AVENUE 9.250 2,036.13 90
9.000 2,036.13 275,000.00
TAFTON PA 18464 1 09/06/96 14
0430043760 05 11/01/96 25
8868440 O 10/01/26
0
1528663 069/G01 F 233,600.00 ZZ
360 233,600.00 1
29 AMISTAD 9.500 1,964.24 80
9.250 1,964.24 292,000.00
IRVINE CA 92620 1 09/04/96 00
0430038828 03 11/01/96 0
2362131175 O 10/01/26
0
1528674 731/G01 F 101,600.00 ZZ
360 101,600.00 1
910 EAST 83RD STREET 9.250 835.84 80
9.000 835.84 127,000.00
LOS ANGELES CA 90001 1 09/06/96 00
0430038687 05 11/01/96 0
411112306 O 10/01/26
0
1528675 731/G01 F 288,000.00 ZZ
360 288,000.00 1
10954 BELMAR AVENUE 8.875 2,291.46 80
NORTHRIDGE AREA 8.625 2,291.46 360,000.00
LOS ANGELES CA 91326 1 09/10/96 00
0430038695 05 11/01/96 0
1
411912262 O 10/01/26
0
1528679 744/G01 F 312,000.00 ZZ
360 312,000.00 1
21778 TANGLEWOOD DRIVE 8.750 2,454.51 80
8.500 2,454.51 390,000.00
CASTRO VALLEY CA 94546 1 08/30/96 00
0430048785 05 11/01/96 0
78094 O 10/01/26
0
1528711 076/076 F 265,500.00 ZZ
360 265,330.70 1
5 MARSEILLE 8.250 1,994.61 90
8.000 1,994.61 295,000.00
IRVINE CA 92714 1 08/26/96 10
6351692 03 10/01/96 25
6351692 O 09/01/26
0
1528712 076/076 F 232,700.00 ZZ
360 232,555.36 1
2106 IMWALLE COURT 8.375 1,768.69 95
8.125 1,768.69 244,950.00
SAN JOSE CA 95131 1 08/05/96 11
6234662 05 10/01/96 30
6234662 O 09/01/26
0
1528714 076/076 F 220,500.00 ZZ
360 220,362.95 1
1381 VANCE DRIVE 8.375 1,675.96 90
8.125 1,675.96 245,000.00
SAN JOSE CA 95132 1 08/08/96 11
17051977 05 10/01/96 25
17051977 O 09/01/26
0
1528715 076/076 F 375,000.00 ZZ
360 374,766.92 1
1600 BAYWOOD WAY 8.375 2,850.27 75
8.125 2,850.27 500,000.00
SARASOTA FL 34231 1 08/15/96 00
7051290 05 10/01/96 0
7051290 O 09/01/26
0
1
1528716 076/076 F 262,500.00 ZZ
360 262,332.61 1
2214 KINGS TRAIL 8.250 1,972.08 75
8.000 1,972.08 350,000.00
KINGWOOD TX 77339 1 08/26/96 00
7052100 03 10/01/96 0
7052100 O 09/01/26
0
1528768 776/G01 F 546,000.00 ZZ
360 545,651.83 1
1325 LOMA VISTA DRIVE 8.250 4,101.92 80
8.000 4,101.92 690,000.00
NAPA CA 94558 2 08/22/96 00
0430034850 05 10/01/96 0
6228194 O 09/01/26
0
1528784 635/635 F 100,000.00 ZZ
360 100,000.00 1
9005 NW 49 COURT 8.875 795.65 63
8.625 795.65 160,000.00
CORAL SPRINGS FL 33067 1 09/16/96 00
6602189 03 11/01/96 0
6602189 O 10/01/26
0
1528810 E22/G01 F 123,500.00 ZZ
360 123,500.00 1
8545 SW 94 AVENUE 9.000 993.71 72
8.750 993.71 173,500.00
MIAMI FL 33173 1 09/11/96 00
0410239347 05 11/01/96 0
410239347 O 10/01/26
0
1528870 731/G01 F 285,700.00 ZZ
360 285,700.00 1
4722 AMALFI STREET 8.750 2,247.60 75
8.500 2,247.60 380,990.00
CYPRESS CA 90630 1 09/11/96 00
0430039180 05 11/01/96 0
411212314 O 10/01/26
0
1528886 439/G01 F 75,000.00 ZZ
360 75,000.00 1
1040 TRUMAN CIRCLE 8.450 574.03 32
8.200 574.03 240,000.00
1
NOKOMIS FL 34275 1 08/30/96 00
0430035428 05 11/01/96 0
18661538 O 10/01/26
0
1528896 439/439 F 232,800.00 ZZ
360 232,660.41 1
713 OAKMONT COURT 8.550 1,798.29 80
8.300 1,798.29 291,000.00
DANVILLE CA 94526 1 08/20/96 00
1862029 05 10/01/96 0
1862029 O 09/01/26
0
1528897 439/439 F 97,500.00 ZZ
360 97,442.73 1
7693 WINDBRIDGE DRIVE 8.650 760.08 75
8.400 760.08 130,000.00
SACRAMENTO CA 95831 1 08/12/96 00
1868345 05 10/01/96 0
1868345 O 09/01/26
0
1528898 439/G01 F 235,100.00 ZZ
360 234,957.57 1
249 NAVIGATOR DRIVE 8.500 1,807.72 80
8.250 1,807.72 293,990.00
SCOTTS VALLEY CA 95066 1 08/16/96 00
0430042192 05 10/01/96 0
1849390 O 09/01/26
0
1528899 439/G01 F 240,000.00 ZZ
360 239,854.60 1
92 SUSAN DRIVE 8.500 1,845.40 80
8.250 1,845.40 300,000.00
NEW CITY NY 10956 1 08/23/96 00
0430042218 05 10/01/96 0
1864500 O 09/01/26
0
1528900 439/G01 F 40,000.00 ZZ
360 39,975.26 1
1231 SE 1ST STREET 8.400 304.74 70
UNIT 8 8.150 304.74 57,500.00
FORT LAUDERDALE FL 33301 1 08/28/96 00
0430042242 01 10/01/96 0
1865616 O 09/01/26
0
1
1528901 439/G01 F 235,000.00 ZZ
360 234,870.29 1
12550 ROSY CIRCLE 8.950 1,882.42 75
8.700 1,882.42 315,000.00
LOS ANGELES CA 90066 2 08/21/96 00
0430042267 05 10/01/96 0
1866156 O 09/01/26
0
1528902 439/G01 F 34,000.00 T
360 34,000.00 1
853 NW 47TH STREET 9.050 274.80 55
8.800 274.80 61,818.00
POMPANO BEACH FL 33064 5 09/03/96 00
0430042283 09 11/01/96 0
1868215 O 10/01/26
0
1528903 439/G01 F 210,000.00 ZZ
360 210,000.00 1
4787 MANDRILL COURT 8.450 1,607.29 64
8.200 1,607.29 332,000.00
SAN JOSE CA 95124 2 08/29/96 00
0430042309 05 11/01/96 0
1868676 O 10/01/26
0
1528906 439/G01 F 300,000.00 ZZ
360 300,000.00 1
1139 PALOMINO ROAD 8.450 2,296.12 48
8.200 2,296.12 625,000.00
SANTA BARBARA CA 93105 1 08/28/96 00
0430042317 05 11/01/96 0
1869640 O 10/01/26
0
1528907 439/G01 F 82,500.00 ZZ
360 82,455.86 1
9213 SW 16TH STREET 9.100 669.76 75
8.850 669.76 110,000.00
BOCA RATON FL 33428 1 08/30/96 00
0430042333 05 10/01/96 0
1869887 O 09/01/26
0
1528908 439/G01 F 189,000.00 ZZ
360 188,888.98 1
1
11837 THIRD STREET 8.650 1,473.39 75
8.400 1,473.39 252,000.00
ZION IL 60099 1 08/29/96 00
0430042358 05 10/01/96 0
1870235 O 09/01/26
0
1528909 439/G01 F 400,000.00 ZZ
360 400,000.00 1
720 VALLE VISTA DRIVE 8.750 3,146.81 90
8.500 3,146.81 445,000.00
SIERRA MADRE CA 91024 1 08/30/96 10
0430042390 05 11/01/96 25
1870268 O 10/01/26
0
1528911 439/G01 F 78,700.00 T
360 78,650.83 1
1346 SE 12TH TERRACE 8.350 596.79 75
8.100 596.79 105,000.00
CAPE CORAL FL 33990 1 08/21/96 00
0430042416 05 10/01/96 0
1870486 O 09/01/26
0
1528912 439/G01 F 251,200.00 ZZ
360 251,050.92 1
3507 WILDERNESS BOULEVARD E 8.600 1,949.35 75
8.350 1,949.35 335,000.00
PARRISH FL 34219 5 08/23/96 00
0430042457 03 10/01/96 0
1870561 O 09/01/26
0
1528914 439/G01 F 132,000.00 ZZ
360 132,000.00 1
825 LA PLAYA STREET 8.200 987.04 63
UNIT #223 7.950 987.04 212,000.00
SAN FRANCISCO CA 94121 1 08/28/96 00
0430042473 01 11/01/96 0
1870777 O 10/01/26
0
1528915 439/G01 F 59,200.00 ZZ
360 59,165.58 1
4836 WEST BOULEVARD 8.700 463.62 75
8.450 463.62 78,933.00
COLLIER FL 34103 1 08/20/96 00
0430042515 01 10/01/96 0
1
1870846 O 09/01/26
0
1528916 439/G01 F 260,000.00 ZZ
360 259,842.49 1
6231 VIA DE ADRIANNA 8.500 1,999.18 80
8.250 1,999.18 325,000.00
SAN JOSE CA 95120 2 08/21/96 00
0430042531 05 10/01/96 0
1871303 O 09/01/26
0
1528917 439/G01 F 306,000.00 ZZ
360 305,806.85 1
5213 GRAND LAKE STREET 8.300 2,309.65 80
8.050 2,309.65 382,500.00
BELLAIRE TX 77401 1 08/29/96 00
0430042598 05 10/01/96 0
1871410 O 09/01/26
0
1528918 439/G01 F 600,000.00 ZZ
360 599,636.51 1
1884 LIVE OAK WAY 8.500 4,613.49 80
8.250 4,613.49 750,000.00
UPLAND CA 91784 1 08/22/96 00
0430042614 05 10/01/96 0
1871787 O 09/01/26
0
1528919 439/G01 F 256,000.00 ZZ
360 255,846.50 1
339 TYRELLA AVENUE 8.550 1,977.50 80
8.300 1,977.50 320,000.00
MOUNTAIN VIEW CA 94043 1 08/21/96 00
0430042630 05 10/01/96 0
1872107 O 09/01/26
0
1528920 439/G01 F 241,000.00 ZZ
360 240,856.98 1
542 HILLSIDE AVE 8.600 1,870.19 77
8.350 1,870.19 316,500.00
GLEN ELLYN IL 60137 1 08/22/96 00
0430042572 05 10/01/96 0
1872127 O 09/01/26
0
1
1528921 439/G01 F 90,000.00 ZZ
360 89,943.19 1
1061 W 83RD STREET 8.300 679.31 75
8.050 679.31 120,000.00
LOS ANGELES CA 90044 1 08/22/96 00
0430042655 05 10/01/96 0
1872415 O 09/01/26
0
1528922 439/G01 F 330,300.00 ZZ
360 330,101.95 1
2589 SKYLARK WAY 8.550 2,551.44 90
8.300 2,551.44 367,000.00
PLEASANTON CA 94566 1 08/28/96 10
0430042689 05 10/01/96 25
1873922 O 09/01/26
0
1528927 439/G01 F 142,000.00 ZZ
360 142,000.00 1
770 OAK PARK DRIVE 8.550 1,096.90 59
8.300 1,096.90 242,000.00
MORGAN HILL CA 95037 1 09/06/96 00
0430035253 03 11/01/96 0
18739805 O 10/01/26
0
1528931 439/G01 F 72,900.00 ZZ
360 72,900.00 1
5103 WOODLAWN CIRCLE WEST 8.900 581.34 75
8.650 581.34 97,300.00
PALMETTO FL 34221 1 09/09/96 00
0430035196 03 11/01/96 0
18736173 O 10/01/26
0
1528944 439/G01 F 213,700.00 ZZ
360 213,700.00 1
1264 36TH AVENUE 8.650 1,665.94 75
8.400 1,665.94 285,000.00
SAN FRANCISCO CA 94122 1 08/27/96 00
0430035402 05 11/01/96 0
18697698 O 10/01/26
0
1528955 439/G01 F 127,000.00 ZZ
360 127,000.00 1
1203 YALE AVENUE 8.250 954.11 60
8.000 954.11 215,000.00
1
CLAREMONT CA 91711 5 09/04/96 00
0430035394 05 11/01/96 0
18694711 O 10/01/26
0
1528962 253/253 F 119,200.00 ZZ
360 119,200.00 1
2401 REGAL ROAD 8.500 916.55 80
8.250 916.55 149,000.00
PLANO TX 75075 1 09/16/96 00
321150 05 11/01/96 0
321150 O 10/01/26
0
1528969 898/G01 F 571,200.00 ZZ
360 571,200.00 1
5727 ROYAL WOOD 8.875 4,544.72 79
8.625 4,544.72 726,000.00
WEST BLOOMFIELD MI 48322 2 09/13/96 00
0430036590 05 11/01/96 0
4555473 O 10/01/26
0
1528972 439/G01 F 160,500.00 ZZ
360 160,500.00 1
510 ARLINGTON ROAD 8.800 1,268.40 65
8.550 1,268.40 250,500.00
CEDARHURST NY 11516 1 09/12/96 00
0430035451 05 11/01/96 0
18685008 O 10/01/26
0
1528998 163/G01 F 252,000.00 ZZ
360 251,858.72 1
923 N HERITAGE STREET 8.875 2,005.03 75
8.625 2,005.03 340,000.00
MESA AZ 85201 2 08/22/96 00
0430040592 05 10/01/96 0
15815445010 O 09/01/26
0
1528999 163/G01 F 238,700.00 ZZ
360 238,566.19 1
721 OLD SAN FRANCISCO ROAD 8.875 1,899.20 78
8.625 1,899.20 307,000.00
SUNNYVALE CA 94086 2 08/19/96 00
0430040329 05 10/01/96 0
315433370 O 09/01/26
0
1
1529006 163/G01 F 318,150.00 ZZ
360 317,971.63 1
3220 BRECKENRIDGE WAY 8.875 2,531.35 90
8.625 2,531.35 353,511.00
RIVA MD 21140 1 08/23/96 14
0430043174 03 10/01/96 25
100386 O 09/01/26
0
1529007 163/G01 F 430,000.00 ZZ
360 429,765.12 1
175 BOSTON POST ROAD BY PASS 9.000 3,459.88 62
8.750 3,459.88 695,000.00
WESTON MA 02193 5 08/13/96 00
0430040477 05 10/01/96 0
3215402235 O 09/01/26
0
1529009 163/G01 F 300,000.00 ZZ
360 299,822.88 2
491 10TH STREET 8.625 2,333.37 80
8.375 2,333.37 375,000.00
BROOKLYN NY 11215 1 08/29/96 00
0430040634 05 10/01/96 0
372127868 O 09/01/26
0
1529010 163/G01 F 220,500.00 ZZ
360 220,376.38 1
142 RIDGEWAY 8.875 1,754.40 70
8.625 1,754.40 315,000.00
WHITE PLAINS NY 10605 1 08/21/96 00
0430041087 05 10/01/96 0
372404756 O 09/01/26
0
1529012 163/G01 F 264,000.00 ZZ
360 263,844.14 1
7826 MARQUETTE DRIVE SOUTH 8.625 2,053.36 78
8.375 2,053.36 342,000.00
TINLEY PARK IL 60477 4 08/29/96 00
0430040642 05 10/01/96 0
372397216 O 09/01/26
0
1529015 163/G01 F 212,000.00 ZZ
360 211,881.15 1
1
52 CRICKETT KNOLL 8.875 1,686.77 80
8.625 1,686.77 265,000.00
WETHERSFIELD CT 06109 1 08/30/96 00
0430040972 05 10/01/96 0
372240538 O 09/01/26
0
1529016 163/G01 F 300,000.00 ZZ
360 300,000.00 1
26 SUNSET ROAD 8.750 2,360.10 74
8.500 2,360.10 410,000.00
WELLESLEY MA 02181 5 09/03/96 00
0430040626 05 11/01/96 0
372244741 O 10/01/26
0
1529018 163/G01 F 276,000.00 ZZ
360 275,845.27 1
60 CHECKERBERRY LANE 8.875 2,195.98 73
8.625 2,195.98 382,000.00
FRAMINGHAM MA 01701 2 08/23/96 00
0430040774 05 10/01/96 0
3215353164 O 09/01/26
0
1529019 163/G01 F 254,000.00 ZZ
360 253,861.26 1
213 W WELLINGTON DRIVE 9.000 2,043.74 80
8.750 2,043.74 318,000.00
PALATINE IL 60067 2 08/07/96 00
0430041293 05 10/01/96 0
5411103 O 09/01/26
0
1529020 163/G01 F 218,500.00 ZZ
360 218,380.65 1
332 9TH AVENUE 9.000 1,758.10 93
8.750 1,758.10 235,000.00
PELHAM NY 10803 1 08/08/96 14
0430042549 05 10/01/96 30
5397575 O 09/01/26
0
1529022 163/G01 F 233,100.00 ZZ
360 232,844.39 1
4308 NANCY LANE 9.000 1,875.58 90
8.750 1,875.58 260,000.00
WHITE LAKE MI 48386 4 07/24/96 14
0430040782 05 09/01/96 25
1
372026477 O 08/01/26
0
1529023 163/G01 F 349,250.00 ZZ
360 349,043.79 1
6 FOREST MEADOWS BOULEVARD 8.625 2,716.44 89
8.375 2,716.44 393,055.00
RENSSELAER NY 12144 1 08/30/96 14
0430040857 05 10/01/96 25
372111557 O 09/01/26
0
1529028 E26/G01 F 184,000.00 ZZ
360 183,882.66 1
612 G STREET S.W. 8.250 1,382.34 80
8.000 1,382.34 230,000.00
WASHINGTON DC 20024 1 08/26/96 00
0430048207 09 10/01/96 0
421037 O 09/01/26
0
1529041 685/G01 F 188,750.00 ZZ
360 188,750.00 1
16483 SUN SUMMIT DRIVE 8.500 1,451.32 80
8.250 1,451.32 235,999.00
RIVERSIDE CA 92503 1 09/13/96 00
0430045104 03 11/01/96 0
105534 O 10/01/26
0
1529074 E22/G01 F 242,100.00 ZZ
360 242,100.00 1
7330 MINDELLO STREET 8.875 1,926.26 90
8.625 1,926.26 269,000.00
CORAL GABLES FL 33143 1 09/16/96 11
0410237747 05 11/01/96 25
410237747 O 10/01/26
0
1529079 369/G01 F 243,000.00 ZZ
360 243,000.00 1
4725 MORGAN TERRITORY ROAD 8.125 1,804.27 69
7.875 1,804.27 353,000.00
CLAYTON CA 94517 1 09/09/96 00
0430041319 05 11/01/96 0
49177850 O 10/01/26
0
1
1529081 688/G01 F 105,500.00 ZZ
360 105,500.00 1
2850 EAST FOX STREET 8.125 783.33 53
7.875 783.33 201,676.00
MESA AZ 85213 1 09/06/96 00
0430042028 05 11/01/96 0
32488 O 10/01/26
0
1529083 575/G01 F 243,000.00 ZZ
360 242,852.79 1
15420 OLD MARSHALL HALL RD. 8.500 1,868.46 90
8.250 1,868.46 270,000.00
ACCOKEEK MD 20607 1 08/23/96 14
0430039206 05 10/01/96 25
474003752 O 09/01/26
0
1529088 575/G01 F 226,950.00 ZZ
360 226,808.94 1
11701 CLARA LANE 8.375 1,724.98 90
8.125 1,724.98 252,180.00
LAPLATA MD 20646 1 08/28/96 14
0430039818 05 10/01/96 25
474003679 O 09/01/26
0
1529093 575/G01 F 300,000.00 ZZ
360 299,644.49 1
8217 SKIPWITH DRIVE 8.625 2,333.37 95
8.375 2,333.37 316,615.00
FREDERICK MD 21702 1 07/30/96 14
0430039313 05 09/01/96 30
452001090 O 08/01/26
0
1529098 480/G01 F 325,000.00 ZZ
360 325,000.00 1
2151 EAST PALO VERDE DRIVE 8.875 2,585.85 77
8.625 2,585.85 423,534.00
PHOENIX AZ 85016 4 09/13/96 00
0430046961 05 11/01/96 0
1084805 O 10/01/26
0
1529105 575/G01 F 247,850.00 ZZ
360 247,683.69 1
6724 MELROSE DRIVE 8.000 1,818.64 95
7.750 1,818.64 260,900.00
1
MCLEAN VA 22101 1 08/30/96 10
0430039784 09 10/01/96 30
450008801 O 09/01/26
0
1529110 575/G01 F 272,250.00 ZZ
360 272,112.51 1
6 VISTA DRIVE 9.375 2,264.44 75
9.125 2,264.44 363,000.00
MARLBORO NJ 07751 1 08/30/96 00
0430039107 05 10/01/96 0
442007616 O 09/01/26
0
1529120 575/G01 F 289,000.00 ZZ
360 288,691.23 1
4 PEACHTREE LANE 9.125 2,351.40 85
8.875 2,351.40 340,000.00
MANALAPAN NJ 07726 1 07/31/96 14
0430039461 05 09/01/96 25
442007587 O 08/01/26
0
1529126 575/G01 F 248,250.00 ZZ
360 247,948.15 1
56 TARA'S TRAIL 8.500 1,908.83 90
8.250 1,908.83 275,850.00
SEVERNA PARK MD 21146 1 07/31/96 14
0430039081 03 09/01/96 25
432012192 O 08/01/26
0
1529127 E22/G01 F 212,000.00 ZZ
360 212,000.00 1
4110 AVELLANO DRIVE 8.125 1,574.09 80
7.875 1,574.09 265,000.00
EL DORADO HILLS CA 95762 1 09/09/96 00
0410226989 03 11/01/96 0
410226989 O 10/01/26
0
1529133 575/G01 F 337,650.00 ZZ
360 337,445.45 1
1304 LITCHFIELD COURT 8.500 2,596.24 90
8.250 2,596.24 375,191.00
VIRGINIA BEACH VA 23452 1 08/05/96 14
0430038810 05 10/01/96 25
415010619 O 09/01/26
0
1
1529134 640/G01 F 528,000.00 ZZ
360 528,000.00 1
2500 BIRNAM WOOD DRIVE 9.375 4,391.64 80
9.125 4,391.64 660,000.00
GERMANTOWN TN 38138 1 09/09/96 00
0430046920 05 11/01/96 0
UNKNOWN O 10/01/26
0
1529139 575/G01 F 260,000.00 ZZ
360 259,857.98 1
1889 WESTVIEW ROAD 9.000 2,092.02 80
8.750 2,092.02 325,000.00
CHARLOTTESVILLE VA 22903 1 08/16/96 00
0430038745 05 10/01/96 0
412005629 O 09/01/26
0
1529140 881/G01 F 232,750.00 ZZ
360 232,750.00 1
525 BERMUDA DUNES STREET 8.500 1,789.65 95
8.250 1,789.65 245,000.00
ONTARIO CA 91761 1 09/09/96 11
0430040279 05 11/01/96 30
302585 O 10/01/26
0
1529146 180/G01 F 400,000.00 ZZ
360 399,781.51 1
77 EAST ALTADENA DRIVE 9.000 3,218.49 89
8.750 3,218.49 450,000.00
ALTADENA AREA CA 91001 1 08/27/96 21
0430041145 05 10/01/96 25
4486197 O 09/01/26
0
1529148 698/G01 F 650,000.00 ZZ
360 650,000.00 1
15866 SEABEC CIRCLE 9.375 5,406.37 71
9.125 5,406.37 925,000.00
PACIFIC PALISA CA 90272 1 09/17/96 00
0430044982 05 11/01/96 0
20852552 O 10/01/26
0
1529149 964/G01 F 190,800.00 ZZ
360 190,800.00 1
1
18520 FALLING WATER WAY 8.750 1,501.02 80
(UNINCORPORATED AREA) 8.500 1,501.02 238,500.00
RIVERSIDE CA 92504 1 09/11/96 00
0430039859 05 11/01/96 0
19157 O 10/01/26
0
1529151 F30/G01 F 264,000.00 ZZ
360 264,000.00 1
365 SOUTH WOODLAND HILLS DRIVE 8.875 2,100.50 80
8.625 2,100.50 330,000.00
WOODLAND HILLS UT 84653 1 09/12/96 00
0430041004 05 11/01/96 0
101608 O 10/01/26
0
1529156 698/698 F 225,000.00 ZZ
360 225,000.00 1
12795 NORTH RIM WAY 8.875 1,790.20 80
8.625 1,790.20 281,338.00
RANCHO CUCAMONG CA 91739 1 09/05/96 00
17352430 05 11/01/96 0
17352430 O 10/01/26
0
1529158 698/698 F 276,800.00 ZZ
360 276,800.00 1
421 SEAWARD ROAD 8.875 2,202.35 80
8.625 2,202.35 346,000.00
NEWPORT BEACH CA 92625 1 09/16/96 00
7403380 01 11/01/96 0
7403380 O 10/01/26
0
1529162 356/G01 F 302,400.00 ZZ
360 302,226.01 1
4130 FOREST HILL COURT 8.750 2,378.99 80
8.500 2,378.99 378,000.00
HAYWARD CA 94542 1 08/27/96 00
0430039982 05 10/01/96 0
2363661 O 09/01/26
0
1529173 668/G01 F 227,000.00 ZZ
360 226,869.40 1
45505 CAMINO MONZON 8.750 1,785.81 88
8.500 1,785.81 260,000.00
TEMECULA CA 92592 2 08/27/96 04
0430046276 03 10/01/96 25
1
6901797 O 09/01/26
0
1529178 601/G01 F 875,000.00 ZZ
360 874,469.93 1
9 CLUBVIEW COURT 8.500 6,727.99 71
8.250 6,727.99 1,237,234.00
GREENSBORO NC 27410 1 08/27/96 00
0430039735 05 10/01/96 0
403956 O 09/01/26
0
1529186 601/G01 F 359,000.00 ZZ
360 359,000.00 1
31454 BLACKFEATHER TRAIL 8.375 2,728.66 48
8.125 2,728.66 759,000.00
EVERGREEN CO 80439 1 09/16/96 00
0430038596 05 11/01/96 0
875597 O 10/01/26
0
1529194 601/G01 F 219,650.00 ZZ
360 219,516.93 1
3717 HIGHLAND WAY W 8.500 1,688.92 80
8.250 1,688.92 274,595.00
ANN ARBOR MI 48108 1 08/30/96 00
0430038232 05 10/01/96 0
1097185 O 09/01/26
0
1529204 450/G01 F 95,000.00 ZZ
360 95,000.00 1
23899 MORNING DOVE LANE 8.500 730.47 69
8.250 730.47 139,000.00
MURRIETA CA 92562 1 08/30/96 00
0430040758 05 11/01/96 0
4157707 O 10/01/26
0
1529209 450/450 F 220,650.00 ZZ
355 220,230.33 1
1416 QUANAH COURT 8.500 1,701.84 80
8.250 1,701.84 275,874.00
ALLEN TX 75002 1 06/03/96 00
3906559 05 08/01/96 0
3906559 O 02/01/26
0
1
1529247 686/G01 F 59,500.00 ZZ
360 59,463.01 1
3261 FAIRHAVEN AVENUE 8.375 452.25 65
8.125 452.25 91,900.00
KISSIMMEE FL 34746 1 08/30/96 00
0430043729 03 10/01/96 0
817462989 O 09/01/26
0
1529248 686/G01 F 68,625.00 ZZ
360 68,581.68 1
7100 NW 91ST TERRACE 8.300 517.98 75
8.050 517.98 91,500.00
TAMARAC FL 33321 1 08/27/96 00
0430043752 03 10/01/96 0
817470933 O 09/01/26
0
1529249 686/G01 F 309,500.00 ZZ
360 309,287.00 1
25889 SE 22ND PLACE 7.875 2,244.09 80
7.625 2,244.09 390,000.00
ISSAQUAH WA 98029 1 08/27/96 00
0430043786 03 10/01/96 0
817784093 O 09/01/26
0
1529250 686/G01 F 100,000.00 ZZ
360 99,937.84 1
1515 17 STREET NW 8.375 760.08 72
8.125 760.08 139,080.00
WINTER HAVEN FL 33881 1 08/29/96 00
0430038943 05 10/01/96 0
817792583 O 09/01/26
0
1529258 686/G01 F 189,000.00 ZZ
360 188,891.26 1
141 ANDERSON DRIVE 8.750 1,486.87 70
8.500 1,486.87 270,000.00
WATSONVILLE CA 95076 1 08/27/96 00
0430043927 05 10/01/96 0
817333958 O 09/01/26
0
1529260 686/G01 F 170,000.00 ZZ
360 170,000.00 1
6 NARCISSUS DRIVE 8.050 1,253.34 53
7.800 1,253.34 325,000.00
1
SYOSSET NY 11791 1 09/03/96 00
0430043984 05 11/01/96 0
817434574 O 10/01/26
0
1529261 686/G01 F 126,000.00 ZZ
360 126,000.00 1
7112 NORTH OTTAWA 9.000 1,013.83 72
8.750 1,013.83 176,000.00
CHICAGO IL 60631 1 09/05/96 00
0430044008 05 11/01/96 0
817707441 O 10/01/26
0
1529262 686/G01 F 336,000.00 ZZ
360 336,000.00 1
1973 MATZEN RANCH CIRCLE 8.400 2,559.78 80
8.150 2,559.78 420,000.00
PETALUMA CA 94954 1 08/29/96 00
0430044081 05 11/01/96 0
817877194 O 10/01/26
0
1529265 686/G01 F 292,000.00 ZZ
360 292,000.00 1
2056 EAST KNOX ROAD 8.300 2,203.98 80
8.050 2,203.98 365,000.00
TEMPE AZ 85284 1 09/03/96 00
0430044164 03 11/01/96 0
817502156 O 10/01/26
0
1529266 686/G01 F 44,000.00 ZZ
360 44,000.00 1
29 ARBORETUM DRIVE 8.475 337.55 69
8.225 337.55 64,000.00
AUBURN MA 01501 1 09/06/96 00
0430044255 01 11/01/96 0
817590136 O 10/01/26
0
1529270 686/G01 F 74,200.00 ZZ
360 74,200.00 1
22 W GARDEN WALK DRIVE 9.375 617.16 70
9.125 617.16 106,000.00
ST PETERS MO 63376 1 09/06/96 00
0430044362 05 11/01/96 0
817707656 O 10/01/26
0
1
1529271 686/G01 F 154,000.00 ZZ
360 154,000.00 1
8572 DIXIE HIGHWAY 9.375 1,280.90 66
9.125 1,280.90 235,000.00
IRA TOWNSHIP MI 48023 5 09/13/96 00
0430044388 05 11/01/96 0
817707920 O 10/01/26
0
1529272 686/G01 F 65,600.00 ZZ
360 65,600.00 1
530 SOUTHWEST 52ND AVENUE 9.125 533.75 75
8.875 533.75 87,500.00
MARGATE FL 33068 1 09/17/96 00
0430044404 05 11/01/96 0
817793375 O 10/01/26
0
1529273 686/G01 F 74,200.00 ZZ
360 74,200.00 1
6233 27 AVENUE N 8.750 583.74 75
8.500 583.74 99,000.00
ST PETERSBURG FL 33710 1 09/17/96 00
0430044479 05 11/01/96 0
817793573 O 10/01/26
0
1529274 686/G01 F 112,000.00 ZZ
360 112,000.00 1
13411 VESTAVIA COURT 9.000 901.18 70
8.750 901.18 160,000.00
HOUSTON TX 77069 5 09/13/96 00
0430044503 03 11/01/96 0
817825821 O 10/01/26
0
1529277 686/G01 F 332,100.00 ZZ
360 332,100.00 1
6 NORTH STONINGTON ROAD 8.850 2,636.39 90
8.600 2,636.39 369,000.00
LAGUNA BEACH CA 92677 1 09/06/96 10
0430044578 05 11/01/96 25
817730773 O 10/01/26
0
1529279 686/G01 F 50,500.00 ZZ
360 50,500.00 1
1
11465 SW 148TH PATH 8.350 382.95 54
8.100 382.95 95,000.00
MIAMI FL 33196 5 09/06/96 00
0430044198 03 11/01/96 0
817449754 O 10/01/26
0
1529280 686/G01 F 133,000.00 ZZ
360 133,000.00 1
8650 VILLA LA JOLLA DR #5 8.500 1,022.66 70
8.250 1,022.66 190,000.00
LA JOLLA CA 92037 1 09/10/96 00
0430044180 01 11/01/96 0
817679202 O 10/01/26
0
1529281 686/G01 F 96,300.00 ZZ
360 96,300.00 1
3303 WENDY LANE 9.250 792.24 75
9.000 792.24 128,402.00
DALLAS TX 75214 1 09/12/96 00
0430044149 05 11/01/96 0
817827694 O 10/01/26
0
1529291 696/G01 F 218,900.00 ZZ
360 218,900.00 1
11104 KNIGHTS COURT 8.875 1,741.67 80
8.625 1,741.67 273,625.00
GERMANTOWN MD 20876 1 09/18/96 00
0430038380 03 11/01/96 0
6010734 O 10/01/26
0
1529327 439/439 F 80,000.00 ZZ
360 80,000.00 1
1229 EGRETS LANDING #104 8.650 623.66 47
8.400 623.66 172,500.00
NAPLES FL 34108 1 09/10/96 00
18741041 01 11/01/96 0
18741041 O 10/01/26
0
1529368 685/G01 F 271,200.00 ZZ
360 271,200.00 1
369 SEVILLE WAY 8.500 2,085.29 80
8.250 2,085.29 339,000.00
LONG BEACH CA 90814 1 09/17/96 00
0430045641 03 11/01/96 0
1
105432 O 10/01/26
0
1529371 975/G01 F 232,000.00 ZZ
360 232,000.00 1
5032 CARMEN STREET 9.125 1,887.63 80
8.875 1,887.63 290,000.00
TORRANCE CA 90503 1 09/18/96 00
0430043109 05 11/01/96 0
962372 O 10/01/26
0
1529374 069/G01 F 243,000.00 ZZ
360 242,129.19 1
18305 SANTA LAURETTA STREET 8.250 1,825.58 90
8.000 1,825.58 270,000.00
FOUNTAIN VALLEY CA 92708 1 05/22/96 04
0430045013 03 07/01/96 25
2362099992 O 06/01/26
0
1529376 069/G01 F 280,000.00 ZZ
360 280,000.00 1
2104 OLD BRIDGE ROAD 8.000 2,054.55 51
7.750 2,054.55 557,000.00
RIVERSIDE CA 92506 1 09/06/96 00
0430046417 05 11/01/96 0
2072128601 O 10/01/26
0
1529378 171/171 F 230,000.00 ZZ
360 230,000.00 1
3985 NW BROOKVIEW WAY 8.125 1,707.75 73
7.875 1,707.75 318,000.00
PORTLAND OR 97229 1 09/05/96 00
37092677 03 11/01/96 0
37092677 O 10/01/26
0
1529385 267/267 F 261,000.00 ZZ
360 261,000.00 1
705 NORUMBEGA DR 8.125 1,937.92 90
7.875 1,937.92 290,000.00
MONROVIA CA 91016 1 09/05/96 10
4414609 05 11/01/96 25
4414609 O 10/01/26
0
1
1529386 696/G01 F 277,600.00 ZZ
360 277,600.00 1
3304 CLEVELAND AVENUE NW 8.500 2,134.50 80
8.250 2,134.50 347,000.00
WASHINGTON DC 20008 1 09/20/96 00
0430039743 07 11/01/96 0
3264571 O 10/01/26
0
1529391 E22/G01 F 123,750.00 ZZ
360 123,678.79 1
695 PARK AVENUE 8.750 973.55 75
8.500 973.55 165,000.00
HUNTINGTON NY 11743 1 08/20/96 00
0410195226 05 10/01/96 0
410195226 O 09/01/26
0
1529394 E22/G01 F 299,000.00 ZZ
360 299,000.00 1
3222 SOUTH ADAMS WAY 8.375 2,272.62 75
8.125 2,272.62 400,000.00
DENVER CO 80210 5 09/04/96 00
0410238299 05 11/01/96 0
410238299 O 10/01/26
0
1529413 765/G01 F 244,000.00 ZZ
360 244,000.00 1
24085 WINDWARD DRIVE 8.500 1,876.15 80
8.250 1,876.15 305,000.00
DANA POINT CA 92629 1 09/11/96 00
0430043232 09 11/01/96 0
317218 O 10/01/26
0
1529431 450/450 F 251,100.00 ZZ
228 248,048.64 1
5136 HORSESHOE TRAIL 9.125 2,322.27 90
8.875 2,322.27 279,000.00
DALLAS TX 75209 2 04/09/96 14
3872520 05 05/01/96 17
3872520 O 04/01/15
0
1529455 E22/G01 F 243,000.00 ZZ
360 242,860.20 1
1603 LAKE AVENUE 8.750 1,911.68 90
8.500 1,911.68 270,000.00
1
WILMETTE IL 60091 1 08/30/96 11
0410172381 05 10/01/96 25
410172381 O 09/01/26
0
1529460 253/253 F 250,000.00 ZZ
360 250,000.00 1
298 BANDIT TRAIL 7.875 1,812.68 76
7.625 1,812.68 329,300.00
COLLEYVILLE TX 76034 2 09/16/96 00
308641 05 11/01/96 0
308641 O 10/01/26
0
1529463 668/G01 F 220,000.00 ZZ
360 219,859.71 1
541 MILL RIVER LANE 8.250 1,652.79 80
8.000 1,652.79 275,000.00
SAN JOSE CA 95134 2 08/28/96 00
0430047969 09 10/01/96 0
6890925 O 09/01/26
0
1529494 964/G01 F 392,000.00 ZZ
360 392,000.00 1
5668 SPINNAKER BAY DRIVE 8.875 3,118.93 80
8.625 3,118.93 490,000.00
LONG BEACH CA 90803 1 09/17/96 00
0430040089 03 11/01/96 0
20029 O 10/01/26
0
1529500 B75/G01 F 115,000.00 ZZ
360 115,000.00 1
1850 NW 103 AVENUE 9.000 925.32 66
8.750 925.32 175,000.00
PLANTATION FL 33322 1 09/13/96 00
0430043083 03 11/01/96 0
2533735 O 10/01/26
0
1529583 601/G01 F 300,000.00 ZZ
360 299,822.88 1
2940 CLIFF DRIVE 8.625 2,333.37 93
8.375 2,333.37 325,000.00
FORT SMITH AR 72903 4 08/16/96 12
0430039479 03 10/01/96 30
1093776 O 09/01/26
0
1
1529589 171/G01 F 167,000.00 ZZ
360 167,000.00 1
938 EAST TUJUNGA AVENUE 8.875 1,328.73 70
8.625 1,328.73 240,000.00
BURBANK CA 91501 1 09/06/96 00
0430040832 05 11/01/96 0
67095505 O 10/01/26
0
1529594 814/G01 F 350,000.00 ZZ
360 350,000.00 1
3812 HARVEST DRIVE 8.375 2,660.26 75
8.125 2,660.26 469,000.00
REDWOOD CITY CA 94061 1 09/17/96 00
0430045609 05 11/01/96 0
809609058 O 10/01/26
0
1529598 171/G01 F 220,000.00 ZZ
360 220,000.00 1
40151 RIVERWOOD ROAD 8.875 1,750.42 80
8.625 1,750.42 275,000.00
KINGSBURG CA 93631 4 09/09/96 00
0430042762 05 11/01/96 0
45083560 O 10/01/26
0
1529630 B91/G01 F 291,750.00 ZZ
360 291,577.74 1
128 26TH STREET 8.625 2,269.21 75
8.375 2,269.21 389,000.00
NEWPORT BEACH CA 92663 1 08/25/96 00
0430047209 05 10/01/96 0
2589 O 09/01/26
0
1529631 964/G01 F 141,500.00 ZZ
360 141,500.00 1
414 SILVERLEAF CIRCLE 8.875 1,125.84 80
8.625 1,125.84 176,900.00
CORONA CA 91720 1 09/16/96 00
0430043042 05 11/01/96 0
19978 O 10/01/26
0
1529637 956/G01 F 256,000.00 ZZ
360 256,000.00 1
1
5120 MASONIC AVENUE 8.375 1,945.78 80
8.125 1,945.78 320,000.00
OAKLAND CA 94618 1 09/12/96 00
0430043836 05 11/01/96 0
607265 O 10/01/26
0
1529640 685/G01 F 258,550.00 ZZ
360 258,550.00 1
15 CAMARIN STREET 8.500 1,988.03 80
8.250 1,988.03 323,194.00
FOOTHILL RANCH CA 92610 1 09/13/96 00
0430046037 03 11/01/96 0
105431 O 10/01/26
0
1529643 E19/G01 F 342,400.00 ZZ
360 342,400.00 1
1602 MICHAEL LANE 8.750 2,693.66 80
8.500 2,693.66 428,000.00
PACIFIC PALISAD CA 90272 1 09/20/96 00
0430044602 01 11/01/96 0
12346 O 10/01/26
0
1529644 550/550 F 241,000.00 ZZ
360 241,000.00 1
101 LOMBARD STREET., #319E 8.250 1,810.55 70
8.000 1,810.55 345,000.00
SAN FRANCISCO CA 94111 1 09/19/96 00
120208108 01 11/01/96 0
120208108 O 10/01/26
0
1529652 626/G01 F 321,600.00 ZZ
360 321,600.00 1
183 IMPERIO AVENUE 8.875 2,558.80 80
8.625 2,558.80 402,000.00
FREMONT CA 94539 1 09/10/96 00
0430045666 05 11/01/96 0
6640403 O 10/01/26
0
1529670 526/526 F 250,000.00 ZZ
360 249,703.75 1
419 ESTANTE WAY 8.625 1,944.47 72
8.375 1,944.47 350,000.00
LOS ALAMOS NM 87544 1 07/25/96 00
0139233 05 09/01/96 0
1
0139233 O 08/01/26
0
1529671 696/G01 F 133,600.00 ZZ
360 133,600.00 1
1243 N STUART STREET 8.000 980.31 80
7.750 980.31 167,000.00
ARLINGTON VA 22201 1 09/20/96 00
0430041277 05 11/01/96 0
2268426 O 10/01/26
0
1529673 E26/G01 F 188,000.00 ZZ
360 188,000.00 1
516 BROAD CREEK DRIVE 8.500 1,445.56 80
8.250 1,445.56 235,000.00
STEVENSVILLE MD 21666 1 09/13/96 00
0430041368 03 11/01/96 0
424807 O 10/01/26
0
1529684 375/G01 F 95,000.00 ZZ
360 94,949.45 1
274 SWEETBRIAR CIRCLE 9.125 772.95 66
8.875 772.95 145,000.00
KING OF PRUSSIA PA 19406 1 08/29/96 00
0430042895 05 10/01/96 0
329822 O 09/01/26
0
1529696 766/G01 F 84,500.00 ZZ
360 84,500.00 1
151 EAST 51 STREET 9.000 679.91 68
8.750 679.91 125,000.00
HIALEAH FL 33013 2 09/20/96 00
0430047456 05 11/01/96 0
96OZ0510 O 10/01/26
0
1529753 E22/G01 F 184,000.00 ZZ
360 184,000.00 1
1482 LEGEND CIRCLE 8.375 1,398.53 80
8.125 1,398.53 230,000.00
VALLEJO CA 94589 2 09/17/96 00
0410227672 05 11/01/96 0
410227672 O 10/01/26
0
1
1529761 964/G01 F 315,000.00 ZZ
360 315,000.00 1
2027 HATCH ROAD 8.250 2,366.49 43
8.000 2,366.49 740,000.00
NOVATO CA 94947 5 09/16/96 00
0430043018 05 11/01/96 0
19964 O 10/01/26
0
1529762 559/G01 F 125,200.00 ZZ
360 125,200.00 1
3885 PRINCETON WAY 9.000 1,007.39 75
8.750 1,007.39 166,950.00
LIVERMORE CA 94550 1 09/17/96 00
0430040428 05 11/01/96 0
5381579 O 10/01/26
0
1529768 385/G01 F 372,000.00 ZZ
240 371,425.09 1
2327 LAKESHIRE DRIVE 8.750 3,287.41 80
8.500 3,287.41 465,000.00
ALEXANDRIA VA 22308 1 08/16/96 00
0430042085 05 10/01/96 0
3783891 O 09/01/16
0
1529787 635/635 F 254,600.00 ZZ
360 254,600.00 1
2322 CARINTH WAY 9.000 2,048.57 95
8.750 2,048.57 268,006.00
HENDERSON NV 89014 1 09/05/96 14
6531537 03 11/01/96 30
6531537 O 10/01/26
0
1529800 E22/G01 F 176,000.00 ZZ
360 176,000.00 1
1050 SUNWOOD LANE 9.000 1,416.14 80
8.750 1,416.14 220,000.00
AGOURA CA 91301 2 09/10/96 00
0410184865 03 11/01/96 0
410184865 O 10/01/26
0
1529802 E22/G01 F 440,000.00 ZZ
360 440,000.00 1
3579 SEAGLEN DRIVE 8.625 3,422.27 80
8.375 3,422.27 550,000.00
1
RANCHO PALOS VE CA 90275 1 09/16/96 00
0410224323 05 11/01/96 0
410224323 O 10/01/26
0
1529804 227/G01 F 213,750.00 ZZ
360 213,750.00 1
6375 W US 52 8.625 1,662.53 75
8.375 1,662.53 285,000.00
NEW PALESTINE IN 46163 2 09/11/96 00
0430044834 05 11/01/96 0
1682401 O 10/01/26
0
1529821 E22/G01 F 176,000.00 ZZ
360 176,000.00 1
379 NORTH MORRISON AVENUE 9.125 1,431.99 79
8.875 1,431.99 225,000.00
SAN JOSE CA 95126 2 09/13/96 00
0410228779 05 11/01/96 0
410228779 O 10/01/26
0
1529855 E22/G01 F 237,500.00 ZZ
360 237,363.36 1
2940 N E 22ND COURT 8.750 1,868.41 95
8.500 1,868.41 250,000.00
POMPANO BEACH FL 33062 1 08/30/96 11
0410238885 05 10/01/96 30
410238885 O 09/01/26
0
1529862 975/G01 F 258,000.00 ZZ
360 258,000.00 1
20505 EAST PACIFIC DRIVE 8.625 2,006.70 73
8.375 2,006.70 358,000.00
WALNUT CA 91789 1 09/16/96 00
0430045633 05 11/01/96 0
962303 O 10/01/26
0
1529866 420/G01 F 390,000.00 ZZ
360 390,000.00 1
6127 HARWOOD AVENUE 8.875 3,103.02 80
8.625 3,103.02 490,000.00
OAKLAND CA 94618 1 09/16/96 00
0430047803 05 11/01/96 0
338756 O 10/01/26
0
1
1529874 731/G01 F 75,000.00 ZZ
360 75,000.00 1
2023 LAKERIDGE CIRCLE #103 8.500 576.69 71
8.250 576.69 106,000.00
CHULA VISTA CA 91913 2 09/18/96 00
0430049395 01 11/01/96 0
412810125 O 10/01/26
0
1529881 731/G01 F 332,900.00 ZZ
360 332,900.00 1
17 SANTA LUCIA 8.750 2,618.93 90
8.500 2,618.93 369,900.00
DANA POINT CA 92629 1 09/16/96 11
0430046748 03 11/01/96 25
411510782 O 10/01/26
0
1529886 626/G01 F 245,700.00 ZZ
360 245,700.00 1
3912 NICKLAUS PLACE 8.750 1,932.93 90
8.500 1,932.93 273,000.00
CARMICHAEL CA 95608 1 09/16/96 01
0430045369 05 11/01/96 25
6658884 O 10/01/26
0
1529891 B74/G01 F 163,900.00 ZZ
360 163,900.00 1
16283 IVORY COURT 8.125 1,216.95 80
7.875 1,216.95 204,900.00
CHINO HILLS CA 91709 1 09/12/96 00
0430047985 03 11/01/96 0
962941 O 10/01/26
0
1529893 B74/G01 F 257,000.00 ZZ
360 257,000.00 1
15291 FLINTRIDGE LANE 8.750 2,021.82 80
8.500 2,021.82 321,703.00
HUNTINGTON BEAC CA 92647 1 09/23/96 00
0430047662 05 11/01/96 0
963313 O 10/01/26
0
1529895 637/G01 F 249,350.00 ZZ
360 249,350.00 1
1
175 HAMILTON AVE 9.375 2,073.97 95
9.125 2,073.97 262,500.00
NEW ROCHELLE NY 10801 1 09/20/96 04
0430044768 05 11/01/96 30
9379553 O 10/01/26
0
1529909 559/G01 F 212,000.00 ZZ
360 212,000.00 1
620 JULPUN LOOP 8.500 1,630.10 80
8.250 1,630.10 265,000.00
CLAYTON CA 94517 2 09/13/96 00
0430043323 05 11/01/96 0
5378062 O 10/01/26
0
1529911 559/G01 F 190,400.00 ZZ
360 190,400.00 1
17700 COUNTRYSIDE COURT 8.875 1,514.91 80
8.625 1,514.91 238,000.00
SALINAS CA 93907 1 09/17/96 00
0430043315 05 11/01/96 0
5383922 O 10/01/26
0
1529912 559/G01 F 233,950.00 ZZ
360 233,950.00 1
3239 COLLINGSWOOD DRIVE 8.250 1,757.59 90
8.000 1,757.59 259,990.00
CAMERON PARK CA 95682 1 09/11/96 10
0430044990 05 11/01/96 25
5357009 O 10/01/26
0
1529913 559/G01 F 224,800.00 ZZ
360 224,800.00 1
4988 MOHR AVENUE 8.875 1,788.61 80
8.625 1,788.61 281,000.00
PLEASANTON CA 94566 1 09/16/96 00
0430043331 05 11/01/96 0
5369400 O 10/01/26
0
1529914 559/G01 F 220,000.00 ZZ
360 220,000.00 1
547 CARROLL STREET 9.250 1,809.89 80
9.000 1,809.89 275,000.00
SUNNYVALE CA 94086 1 09/12/96 00
0430043349 05 11/01/96 0
1
5365150 O 10/01/26
0
1529917 003/G01 F 183,900.00 ZZ
360 183,900.00 1
10730 TUXFORD DRIVE 8.750 1,446.75 80
8.500 1,446.75 229,900.00
ALPHARETTA GA 30202 1 09/20/96 00
0430046219 03 11/01/96 0
3730900 O 10/01/26
0
1529924 638/G01 F 326,250.00 ZZ
360 326,250.00 1
628 EAST CYPRESS STREET 8.750 2,566.61 75
8.500 2,566.61 435,000.00
GLENDALE CA 91205 1 09/11/96 00
0430044099 05 11/01/96 0
8595729 O 10/01/26
0
1529927 757/757 F 246,000.00 ZZ
353 246,000.00 1
5237 HAYDEN FARMS DRIVE 8.500 1,899.76 84
8.250 1,899.76 295,000.00
POWDER SPRINGS GA 30073 2 09/23/96 01
2740843 05 11/01/96 17
2740843 O 03/01/26
0
1529929 696/G01 F 150,000.00 BB
360 150,000.00 1
7313 ROCKFORD DRIVE 8.875 1,193.47 80
8.625 1,193.47 187,500.00
FALLS CHURCH VA 22043 1 09/20/96 00
0430041665 09 11/01/96 0
2268404 O 10/01/26
0
1529933 480/G01 F 192,750.00 ZZ
360 192,750.00 1
80 VERDE STREET 8.750 1,516.37 75
8.500 1,516.37 257,000.00
CLARKDALE AZ 86324 2 09/10/96 00
0430046151 03 11/01/96 0
1082072 O 10/01/26
0
1
1530040 668/G01 F 229,000.00 ZZ
360 228,871.62 1
1502 CLARITA AVENUE 8.875 1,822.03 90
8.625 1,822.03 255,000.00
SAN JOSE CA 95130 2 08/14/96 12
0430047944 05 10/01/96 25
6717425 O 09/01/26
0
1530071 573/G01 F 315,000.00 ZZ
360 315,000.00 1
225 NORTH 17TH STREET 8.750 2,478.11 90
8.500 2,478.11 350,000.00
HUNTINGTON BEAC CA 92648 1 09/10/96 10
0430047092 05 11/01/96 25
706313 O 10/01/26
0
1530092 685/G01 F 306,300.00 ZZ
360 306,300.00 1
72 SALMON ROAD 8.375 2,328.10 80
8.125 2,328.10 382,983.00
ALAMEDA CA 94502 1 09/20/96 00
0430046136 05 11/01/96 0
105657 O 10/01/26
0
1530093 685/G01 F 241,400.00 ZZ
360 241,400.00 1
3099 ESPANA LANE 8.000 1,771.31 90
7.750 1,771.31 268,588.00
THOUSAND OAKS CA 91362 1 09/20/96 10
0430046649 01 11/01/96 25
105635 O 10/01/26
0
1530099 776/G01 F 194,000.00 ZZ
360 194,000.00 1
437 RAINDANCE STREET 8.875 1,543.55 80
8.625 1,543.55 242,500.00
THOUSAND OAKS CA 91360 1 09/11/96 00
0430045989 05 11/01/96 0
2135172 O 10/01/26
0
1530100 776/G01 F 188,000.00 ZZ
360 188,000.00 1
457 VENTU PARK ROAD 8.625 1,462.24 80
8.375 1,462.24 235,000.00
1
NEWBURY PARK AR CA 91320 1 09/11/96 00
0430045971 05 11/01/96 0
2135176 O 10/01/26
0
1530103 668/G01 F 284,000.00 ZZ
360 284,000.00 1
14419 SOUTHEAST 84TH STREET 8.625 2,208.93 80
8.375 2,208.93 355,000.00
NEWCASTLE WA 98059 1 09/05/96 00
0430045849 03 11/01/96 0
6882799 O 10/01/26
0
1530104 369/G01 F 208,000.00 ZZ
360 208,000.00 1
8293 EAST PAUL AVENUE 8.625 1,617.80 80
8.375 1,617.80 260,000.00
CLOVIS CA 93611 2 09/13/96 00
0430044289 05 11/01/96 0
49888415 O 10/01/26
0
1530115 A50/A50 F 337,500.00 ZZ
360 337,500.00 1
2525 LANARK ROAD 8.875 2,685.30 75
8.625 2,685.30 450,000.00
BIRMINGHAM AL 35223 5 09/13/96 00
UNKNOWN 05 11/01/96 0
UNKNOWN O 10/01/26
0
1530124 685/G01 F 256,000.00 ZZ
360 256,000.00 1
13442 FLINT DRIVE 8.500 1,968.42 80
8.250 1,968.42 320,000.00
SANTA ANA AREA CA 92705 1 09/18/96 00
0430045872 05 11/01/96 0
105608 O 10/01/26
0
1530160 E22/G01 F 95,000.00 ZZ
360 95,000.00 1
901 SPENCER AVENUE 9.250 781.54 74
9.000 781.54 130,000.00
CLEARWATER FL 34616 1 09/17/96 00
0410197958 05 11/01/96 0
410197958 O 10/01/26
0
1
1530238 601/G01 F 300,000.00 ZZ
360 300,000.00 1
3538 VINEYARD HILL DRIVE 8.875 2,386.94 57
8.625 2,386.94 531,500.00
ROCHESTER HILLS MI 48306 1 09/05/96 00
0430045153 05 11/01/96 0
1098711 O 10/01/26
0
1530272 696/G01 F 189,200.00 ZZ
360 189,200.00 1
3536 VALEVIEW DRIVE 8.250 1,421.40 80
8.000 1,421.40 236,500.00
OAKTON VA 22124 1 09/25/96 00
0430043281 05 11/01/96 0
2238602 O 10/01/26
0
1530275 696/G01 F 184,000.00 ZZ
360 184,000.00 1
1961 39TH STREET NW 9.000 1,480.51 80
8.750 1,480.51 230,000.00
WASHINGTON DC 20007 1 09/26/96 00
0430043307 07 11/01/96 0
3184618 O 10/01/26
0
1530281 696/G01 F 151,200.00 ZZ
360 151,200.00 1
18210 WHITEHALL FARM LANE 8.250 1,135.92 80
8.000 1,135.92 189,000.00
BLUEMONT VA 20135 1 09/24/96 00
0430043414 05 11/01/96 0
8008553 O 10/01/26
0
1530283 450/G01 F 238,400.00 ZZ
360 238,400.00 1
1218 CHARMONT ROAD 8.750 1,875.49 80
8.500 1,875.49 298,000.00
LA VERNE CA 91750 1 09/12/96 00
0430046698 03 11/01/96 0
96371366 O 10/01/26
0
1530284 766/G01 F 296,250.00 ZZ
360 296,250.00 1
1
2841 SW 132 AVENUE 8.750 2,330.60 75
8.500 2,330.60 395,000.00
MIAMI FL 33175 5 09/20/96 00
0430045377 05 11/01/96 0
96OZ0557 O 10/01/26
0
1530287 375/G01 F 125,000.00 ZZ
360 124,920.30 1
BOX 45 VALLEY HILL ROAD 8.250 939.08 72
8.000 939.08 175,000.00
MALVERN PA 19355 1 08/30/96 00
0430045161 05 10/01/96 0
9608024 O 09/01/26
0
1530292 375/G01 F 60,300.00 ZZ
360 60,263.46 1
54 KIRDUGLYN RD 8.500 463.66 45
8.250 463.66 137,000.00
PORTSMOUTH RI 02871 2 09/04/96 00
0430044891 05 10/01/96 0
329522 O 09/01/26
0
1530301 696/G01 F 107,350.00 ZZ
360 107,350.00 1
10924 CRESTWOOD DRIVE 9.250 883.14 95
9.000 883.14 113,000.00
SPOTSYLVANIA VA 22553 2 09/20/96 12
0430043398 05 11/01/96 30
9010049 O 10/01/26
0
1530315 685/G01 F 289,450.00 ZZ
360 289,450.00 1
3524 QUARRY PARK DRIVE 8.875 2,302.99 95
8.625 2,302.99 304,688.00
SAN JOSE CA 95136 1 09/24/96 10
0430045237 03 11/01/96 30
105518 O 10/01/26
0
1530318 668/G01 F 236,000.00 ZZ
360 236,000.00 1
7304 WEST BANFF LANE 8.750 1,856.62 80
8.500 1,856.62 295,000.00
PEORIA AZ 85345 4 09/10/96 00
0430050120 05 11/01/96 0
1
6739833 O 10/01/26
0
1530333 765/G01 F 600,000.00 ZZ
360 600,000.00 1
12 BOWIE ROAD 8.750 4,720.21 53
8.500 4,720.21 1,150,000.00
ROLLING HILLS CA 90274 1 09/24/96 00
0430046201 05 11/01/96 0
317704 O 10/01/26
0
1530341 685/G01 F 194,300.00 ZZ
360 194,300.00 1
1508 DELVALE STREET 8.500 1,494.00 80
8.250 1,494.00 242,890.00
WEST COVINA CA 91790 1 09/24/96 00
0430049213 05 11/01/96 0
105659 O 10/01/26
0
1530342 267/267 F 360,000.00 ZZ
360 360,000.00 1
20858 FUERTE DRIVE 8.250 2,704.56 79
8.000 2,704.56 459,488.00
WALNUT CA 91789 1 09/09/96 00
4419942 05 11/01/96 0
4419942 O 10/01/26
0
1530345 776/G01 F 219,900.00 ZZ
360 219,900.00 1
12921 MACKENZIE DRIVE 8.375 1,671.40 80
8.125 1,671.40 274,900.00
TUSTIN CA 92782 1 09/05/96 00
0430047993 01 11/01/96 0
6136072 O 10/01/26
0
1530346 776/G01 F 228,600.00 ZZ
360 228,600.00 1
5012 N GREYLOCH WAY 9.125 1,859.97 90
8.875 1,859.97 254,000.00
BOISE ID 83704 1 09/03/96 04
0430047373 05 11/01/96 25
1524370 O 10/01/26
0
1
1530353 111/111 F 241,200.00 ZZ
360 241,200.00 1
2265 LA CRESTA ROAD 8.750 1,897.52 90
8.500 1,897.52 268,000.00
EL CAJON CA 92021 1 09/20/96 11
693023 05 11/01/96 25
693023 O 10/01/26
0
1530354 111/111 F 224,900.00 ZZ
360 224,900.00 1
3910 CATAMARCA DRIVE 8.250 1,689.60 87
8.000 1,689.60 259,900.00
SAN DIEGO CA 92124 1 09/16/96 04
687496 05 11/01/96 25
687496 O 10/01/26
0
1530358 B57/G01 F 371,200.00 ZZ
360 371,200.00 1
26634 OCEAN VIEW DRIVE 8.500 2,854.21 80
8.250 2,854.21 464,000.00
MALIBU CA 90265 1 09/27/96 00
0430048215 05 11/01/96 0
9611645 O 10/01/26
0
1530359 664/G01 F 420,000.00 ZZ
360 420,000.00 1
19490 CHARLESTON ROAD 8.500 3,229.44 80
8.250 3,229.44 525,000.00
VOLCANO CA 95689 1 09/17/96 00
0430048074 05 11/01/96 0
2023141 O 10/01/26
0
1530423 450/450 F 267,000.00 ZZ
360 267,000.00 1
3738 CREEKSIDE COURT 8.875 2,124.37 66
8.625 2,124.37 410,000.00
SUPERIOR TWP MI 48105 5 09/20/96 00
4260493 05 11/01/96 0
4260493 O 10/01/26
0
1530433 601/G01 F 256,000.00 ZZ
360 256,000.00 1
29633 170TH AVE 8.125 1,900.79 77
7.875 1,900.79 333,000.00
1
LONG GROVE IA 52756 4 09/13/96 00
0430044172 05 11/01/96 0
1079641 O 10/01/26
0
1530436 685/G01 F 228,000.00 ZZ
360 228,000.00 1
41430 ANZA ROAD 9.250 1,875.70 95
9.000 1,875.70 240,000.00
TEMECULA CA 92592 1 09/23/96 10
0430045310 05 11/01/96 30
105682 O 10/01/26
0
1530444 601/G01 F 273,700.00 ZZ
360 273,700.00 1
23 BITTERSWEET DRIVE 8.000 2,008.31 80
7.750 2,008.31 342,193.00
DOYLESTOWN PA 18901 1 09/19/96 00
0430044057 05 11/01/96 0
1076432 O 10/01/26
0
1530456 685/G01 F 165,200.00 ZZ
360 165,200.00 1
18571 VANDERLIP AVENUE 8.625 1,284.91 80
8.375 1,284.91 206,500.00
SANTA ANA CA 92705 1 09/23/96 00
0430046144 05 11/01/96 0
105631 O 10/01/26
0
1530466 685/G01 F 223,200.00 ZZ
360 223,200.00 1
1110 21ST STREET 8.875 1,775.88 80
8.625 1,775.88 279,000.00
HERMOSA BEACH CA 90254 1 09/23/96 00
0430048199 05 11/01/96 0
105675 O 10/01/26
0
1530469 526/526 F 650,000.00 ZZ
360 649,616.24 1
2810 OAK KNOLL DRIVE 8.625 5,055.64 60
8.375 5,055.64 1,100,000.00
DIAMOND BAR CA 91765 2 08/26/96 00
143044 03 10/01/96 0
143044 O 09/01/26
0
1
1530476 776/G01 F 340,000.00 ZZ
360 340,000.00 1
17425 MARILLA STREET 8.625 2,644.49 80
(NORTHRIDGE AREA) 8.375 2,644.49 425,000.00
LOS ANGELES CA 91325 1 09/17/96 00
0430048769 05 11/01/96 0
2135220 O 10/01/26
0
1530484 731/G01 F 284,000.00 ZZ
360 284,000.00 1
1141 MOUNTAIN QUAIL CIRCLE 8.750 2,234.23 80
8.500 2,234.23 355,000.00
SAN JOSE CA 95120 1 09/17/96 00
0430049817 05 11/01/96 0
411912235 O 10/01/26
0
1530490 526/526 F 80,000.00 ZZ
360 80,000.00 1
1445 EAST 5600 SOUTH 9.000 643.70 38
8.750 643.70 210,900.00
SOUTH OGDEN UT 84405 1 09/03/96 00
145519 05 11/01/96 0
145519 O 10/01/26
0
1530512 018/G01 F 269,000.00 ZZ
360 268,837.04 1
51 BAY FRONT PLACE 8.500 2,068.38 73
8.250 2,068.38 372,800.00
HAMPTON VA 23664 4 08/01/96 00
0430045963 03 10/01/96 0
232404198 O 09/01/26
0
1530513 018/G01 F 322,600.00 ZZ
360 321,406.41 1
7039 WILLOWICK DRIVE 8.500 2,480.52 90
8.250 2,480.52 358,470.00
BRENTWOOD TN 37027 1 04/04/96 04
0430047605 03 05/01/96 25
235540 O 04/01/26
0
1530537 E22/G01 F 158,000.00 ZZ
360 158,000.00 1
1
7958 LOS PINOS CIRCLE 8.375 1,200.91 80
8.125 1,200.91 197,500.00
SAN DIEGO CA 92009 1 09/20/96 00
0410258891 03 11/01/96 0
410258891 O 10/01/26
0
1530540 E22/G01 F 140,250.00 ZZ
360 140,250.00 1
442 WOODHAVEN DRIVE 9.250 1,153.80 75
9.000 1,153.80 187,000.00
VACAVILLE CA 95687 2 08/30/96 00
0410127328 05 11/01/96 0
410127328 O 10/01/26
0
1530552 668/G01 F 184,000.00 ZZ
360 184,000.00 1
4440 SYLMAR AVENUE 8.750 1,447.53 80
8.500 1,447.53 230,000.00
SHERMAN OAKS (A CA 91423 1 09/13/96 00
0430049650 05 11/01/96 0
6912703 O 10/01/26
0
1530556 668/G01 F 185,550.00 ZZ
360 185,550.00 1
5310 CLEARBROOK DRIVE 8.750 1,459.72 80
8.500 1,459.72 231,950.00
CONCORD CA 94521 1 09/12/96 00
0430050195 03 11/01/96 0
6897698 O 10/01/26
0
1530561 766/G01 F 397,600.00 ZZ
360 397,600.00 1
10325 SW 89 CT 8.250 2,987.04 80
8.000 2,987.04 497,000.00
MIAMI FL 33176 1 09/30/96 00
0430045443 03 11/01/96 0
96OZ0622 O 10/01/26
0
1530564 573/G01 F 264,000.00 ZZ
360 264,000.00 1
9181 IVORY BEACH DRIVE 9.000 2,124.21 80
8.750 2,124.21 330,000.00
LAS VEGAS NV 89117 1 09/02/96 00
0430047837 05 11/01/96 0
1
740000 O 10/01/26
0
1530568 B57/G01 F 137,600.00 ZZ
360 137,600.00 1
17640 LASSEN STREET #1 8.000 1,009.67 80
(NORTHRIDGE AREA) 7.750 1,009.67 172,000.00
LOS ANGELES CA 91325 1 09/26/96 00
0430049866 05 11/01/96 0
9611550 O 10/01/26
0
1530636 A39/A39 F 432,000.00 ZZ
360 432,000.00 1
2095 BARLEY GRAIN ROAD 9.000 3,475.97 80
8.750 3,475.97 540,000.00
PASO ROBLES CA 93446 1 09/24/96 00
9600360 05 11/01/96 0
9600360 O 10/01/26
0
1530648 561/G01 F 260,500.00 ZZ
360 260,500.00 1
12026 LAMPLIGHTERS DRIVE 8.375 1,979.99 75
8.125 1,979.99 347,397.00
ELLICOTT CITY MD 21042 1 09/10/96 00
0430047019 05 11/01/96 0
8761322 O 10/01/26
0
1530660 685/G01 F 212,000.00 ZZ
360 212,000.00 1
19841 MALAGA LANE 9.375 1,763.31 80
9.125 1,763.31 265,000.00
YORBA LINDA CA 92686 2 09/25/96 00
0430045955 05 11/01/96 0
105345 O 10/01/26
0
1530661 685/G01 F 215,700.00 ZZ
360 215,700.00 1
14945 RUNNINGBROOK WAY 8.625 1,677.69 80
8.375 1,677.69 269,646.00
CHINO HILLS CA 91709 1 09/25/96 00
0430046672 05 11/01/96 0
105645 O 10/01/26
0
1
1530664 964/G01 F 407,700.00 ZZ
360 407,700.00 1
24041 SWALLOWTAIL DRIVE 8.625 3,171.05 80
8.375 3,171.05 509,685.00
LAGUNA NIGUEL CA 92677 1 09/12/96 00
0430045385 03 11/01/96 0
19983 O 10/01/26
0
1530669 964/G01 F 188,000.00 ZZ
360 188,000.00 1
1634 ACACIA AVENUE 9.250 1,546.63 80
9.000 1,546.63 236,000.00
TORRANCE CA 90501 1 09/24/96 00
0430045278 05 11/01/96 0
20059 O 10/01/26
0
1530673 964/G01 F 301,750.00 ZZ
360 301,750.00 1
2433 OLD HIGHWAY 99 8.875 2,400.86 65
8.625 2,400.86 470,000.00
WILLIAMS CA 95987 5 09/24/96 00
0430045401 05 11/01/96 0
18763 O 10/01/26
0
1530677 369/G01 F 271,800.00 ZZ
360 271,800.00 1
2804 WEST COLT ROAD 8.875 2,162.57 90
8.625 2,162.57 302,000.00
CHANDLER AZ 85224 1 09/12/96 12
0430046722 05 11/01/96 25
60019577 O 10/01/26
0
1530678 369/G01 F 365,100.00 ZZ
360 365,100.00 1
10106 DAPHNEY HOUSE WAY 7.375 2,521.66 80
7.125 2,521.66 456,423.00
ROCKVILLE MD 20850 1 09/20/96 00
0430046425 03 11/01/96 0
49016405 O 10/01/26
0
1530710 051/G01 F 178,800.00 ZZ
360 178,800.00 1
135 FUCHSIA DRIVE 8.875 1,422.61 76
8.625 1,422.61 235,500.00
1
WATSONVILLE CA 95076 1 10/01/96 00
0430045203 05 11/01/96 0
16102616 O 10/01/26
0
1530761 E22/G01 F 263,200.00 ZZ
360 263,200.00 1
2801 VIA EL MIRO 8.375 2,000.51 80
8.125 2,000.51 329,000.00
RANCHO PALOS VE CA 90275 1 09/24/96 00
0410187231 05 11/01/96 0
410187231 O 10/01/26
0
1530765 E22/G01 F 180,000.00 ZZ
360 180,000.00 1
1118 MALONE ROAD 9.250 1,480.82 80
9.000 1,480.82 226,000.00
SAN JOSE CA 95125 2 09/16/96 00
0410259238 05 11/01/96 0
410259238 O 10/01/26
0
1530894 698/698 F 276,750.00 ZZ
360 276,750.00 1
903 MATTHEW WAY 8.750 2,177.19 80
8.500 2,177.19 345,950.00
ANAHEIM CA 92808 1 09/20/96 00
7403330 03 11/01/96 0
7403330 O 10/01/26
0
1530905 976/G01 F 234,300.00 ZZ
360 234,300.00 1
1423 OAK TRAIL STREET 8.125 1,739.68 90
7.875 1,739.68 260,500.00
THOUSAND OAKS CA 91320 1 09/06/96 10
0430046888 05 11/01/96 25
299601 O 10/01/26
0
1530927 077/077 F 216,000.00 ZZ
360 216,000.00 1
N33 W7148 BUCHANAN STREET 8.875 1,718.59 90
8.625 1,718.59 240,000.00
CEDARBURG WI 53012 1 09/25/96 10
361584 03 11/01/96 25
361584 O 10/01/26
0
1
1530934 696/G01 F 650,000.00 ZZ
360 650,000.00 1
7714 BRADLEY BOULEVARD 8.875 5,171.69 78
8.625 5,171.69 835,000.00
BETHESDA MD 20817 2 09/25/96 00
0430046557 05 11/01/96 0
2137081 O 10/01/26
0
1530937 403/403 F 420,000.00 ZZ
360 420,000.00 1
7 COACHLAMP LANE 8.125 3,118.49 65
7.875 3,118.49 655,000.00
GREENWICH CT 06830 1 09/25/96 00
6520431 05 11/01/96 0
6520431 O 10/01/26
0
1531006 069/G01 F 268,900.00 ZZ
360 268,900.00 1
23309 WEST SUMMERGLEN PLACE 8.875 2,139.49 80
8.625 2,139.49 336,137.00
VALENCIA AREA CA 91355 1 09/23/96 00
0430049072 03 11/01/96 0
2362123495 O 10/01/26
0
1531025 721/G01 F 240,000.00 ZZ
360 240,000.00 1
1 DEERFIELD LANE SE 8.500 1,845.40 69
8.250 1,845.40 350,000.00
CEDAR RAPIDS IA 52403 5 09/18/96 00
0430047696 05 11/01/96 0
7810009648 O 10/01/26
0
1531042 208/G01 F 296,000.00 ZZ
360 296,000.00 1
19 CLOUDSTONE DRIVE 8.500 2,275.98 80
8.250 2,275.98 370,000.00
SANTA FE NM 87505 1 09/27/96 00
0430049080 03 11/01/96 0
34058 O 10/01/26
0
1531044 208/G01 F 525,000.00 ZZ
360 525,000.00 1
1
6 NORTH CLOUDSTONE 8.750 4,130.18 75
8.500 4,130.18 700,000.00
SANTA FE NM 87501 1 09/20/96 00
0430047795 03 11/01/96 0
34049 O 10/01/26
0
1531111 562/G01 F 177,350.00 ZZ
360 177,350.00 1
663 GRAMATAN AVENUE 9.000 1,427.00 75
8.750 1,427.00 236,500.00
MOUNT VERNON NY 10552 1 09/19/96 00
0430048165 05 11/01/96 0
520551 O 10/01/26
0
1531120 E22/G01 F 142,500.00 ZZ
360 142,500.00 1
2400 BAYSHORE DRIVE 9.000 1,146.59 75
8.750 1,146.59 190,000.00
BELLEAIR BEACH FL 34634 5 09/20/96 00
0410242069 05 11/01/96 0
410242069 O 10/01/26
0
1531121 696/G01 F 212,000.00 ZZ
360 212,000.00 1
8711 GATESHEAD ROAD 8.750 1,667.80 80
8.500 1,667.80 265,000.00
ALEXANDRIA VA 22309 1 09/27/96 00
0430047290 05 11/01/96 0
2278440 O 10/01/26
0
1531126 E22/G01 F 108,000.00 ZZ
360 108,000.00 1
7900 S W 143RD STREET 9.000 868.99 44
8.750 868.99 250,000.00
MIAMI FL 33158 5 09/20/96 00
0410237838 05 11/01/96 0
410237838 O 10/01/26
0
1531191 964/G01 F 262,300.00 ZZ
360 262,300.00 1
27401 AVANTI DRIVE 9.000 2,110.53 80
8.750 2,110.53 327,970.00
MISSION VIEJO CA 92693 1 09/19/96 00
0430047399 03 11/01/96 0
1
18036 O 10/01/26
0
1531200 439/G01 F 460,000.00 ZZ
360 460,000.00 1
1166 ENGLEWILD DRIVE 8.350 3,488.22 80
8.100 3,488.22 575,000.00
GLENDORA CA 91741 1 09/16/96 00
0430046573 05 11/01/96 0
18603563 O 10/01/26
0
1531232 559/G01 F 271,800.00 ZZ
360 271,800.00 1
1136 MANNING DRIVE 8.250 2,041.95 80
8.000 2,041.95 339,859.00
EL DORADO HILLS CA 95762 1 09/26/96 00
0430049486 03 11/01/96 0
5378732 O 10/01/26
0
1531239 439/G01 F 255,000.00 ZZ
360 255,000.00 1
2521 NE 31ST COURT 8.400 1,942.69 73
8.150 1,942.69 350,000.00
LIGHTHOUSE POIN FL 33064 1 09/30/96 00
0430046524 05 11/01/96 0
1876115 O 10/01/26
0
1531256 163/G01 F 279,200.00 ZZ
360 279,200.00 1
11 MELTON DRIVE WEST 8.625 2,171.59 80
8.375 2,171.59 349,000.00
ROCKVILLE CENTR NY 11570 1 09/26/96 00
0430047167 05 11/01/96 0
37218757 O 10/01/26
0
1531268 246/G01 F 412,000.00 ZZ
360 412,000.00 1
106 TEMPSFORD LANE 8.500 3,167.93 80
8.250 3,167.93 515,000.00
RICHMOND VA 23226 1 09/20/96 00
0430048173 05 11/01/96 0
021951 O 10/01/26
0
1
1531460 267/267 F 328,000.00 ZZ
360 328,000.00 1
15120 MAR VISTA STREET 8.000 2,406.75 80
7.750 2,406.75 410,000.00
WHITTIER CA 90605 1 09/12/96 00
4424476 05 11/01/96 0
4424476 O 10/01/26
0
1531471 E87/G01 F 200,000.00 ZZ
360 200,000.00 1
396 SAN MARINO DRIVE 9.250 1,645.35 80
9.000 1,645.35 250,000.00
SANTA BARBARA CA 93111 5 09/20/96 00
0430048991 05 11/01/96 0
137507 O 10/01/26
0
1531492 369/G01 F 228,000.00 ZZ
360 228,000.00 1
435 POWERS COURT AVENUE 8.750 1,793.68 80
8.500 1,793.68 285,000.00
ALPHARETTA GA 30201 1 09/27/96 00
0430049544 03 11/01/96 0
60073574 O 10/01/26
0
1531494 626/G01 F 388,000.00 ZZ
360 388,000.00 1
8080 WARREN COURT 8.750 3,052.40 80
8.500 3,052.40 485,000.00
GRANITE BAY CA 95746 1 09/24/96 00
0430050237 03 11/01/96 0
6646889 O 10/01/26
0
1531497 369/G01 F 235,000.00 ZZ
360 235,000.00 1
6958 N 83RD STREET 8.625 1,827.81 78
8.375 1,827.81 305,000.00
SCOTTSDALE AZ 85250 1 09/18/96 00
0430049577 03 11/01/96 0
60113990 O 10/01/26
0
1531505 640/G01 F 261,000.00 ZZ
360 261,000.00 1
7215 COUNTRY OAKS DRIVE 8.500 2,006.86 90
8.250 2,006.86 290,000.00
1
SOUTHAVEN MS 38671 1 09/27/96 19
0430049791 05 11/01/96 25
5713177 O 10/01/26
0
1531528 696/G01 F 248,000.00 ZZ
360 248,000.00 1
9421 MEADOW SHIRE LANE 8.375 1,884.98 80
8.125 1,884.98 310,000.00
GREAT FALLS VA 22066 1 09/30/96 00
0430047589 03 11/01/96 0
2328781 O 10/01/26
0
1531650 696/G01 F 262,500.00 ZZ
360 262,500.00 1
5314 HONEY COURT 8.500 2,018.40 90
8.250 2,018.40 291,707.00
ELLICOTT CITY MD 21043 1 09/24/96 10
0430048900 03 11/01/96 25
3014634 O 10/01/26
0
1531724 664/G01 F 232,000.00 ZZ
360 232,000.00 1
4227 VIEWCREST DRIVE SOUTH 8.875 1,845.90 80
8.625 1,845.90 290,000.00
SALEM OR 97302 1 09/24/96 00
0430049197 05 11/01/96 0
2222610 O 10/01/26
0
1531737 731/G01 F 228,000.00 ZZ
360 228,000.00 1
21121 WHITEBARK 8.875 1,814.07 80
8.625 1,814.07 285,000.00
MISSION VIEJO CA 92692 2 09/26/96 00
0430049858 03 11/01/96 0
411510801 O 10/01/26
0
1531740 626/G01 F 405,700.00 ZZ
360 405,700.00 1
3650 PIEDRA MONTANA 8.875 3,227.94 51
8.625 3,227.94 800,000.00
EL DORADO HILLS CA 95762 2 09/27/96 00
0430049742 05 11/01/96 0
6637656 O 10/01/26
0
1
1531774 685/G01 F 167,250.00 ZZ
360 167,250.00 1
11862 TUSCANA COURT 8.625 1,300.85 80
8.375 1,300.85 209,085.00
MOORPARK CA 93021 1 09/23/96 00
0430049353 01 11/01/96 0
105611 O 10/01/26
0
1531782 696/G01 F 379,100.00 ZZ
360 379,100.00 1
6 CAROLYN COURT 8.000 2,781.70 80
7.750 2,781.70 474,000.00
OWINGS MILLS MD 21117 1 09/30/96 00
0430048405 05 11/01/96 0
3015563 O 10/01/26
0
1531837 E22/G01 F 100,200.00 ZZ
360 100,139.30 1
1913 WISTERIA COURT #4 8.500 770.45 79
8.250 770.45 127,000.00
NAPERVILLE IL 60565 2 08/30/96 00
0410172464 01 10/01/96 0
410172464 O 09/01/26
0
TOTAL NUMBER OF LOANS : 833
TOTAL ORIGINAL BALANCE : 212,023,933.60
TOTAL PRINCIPAL BALANCE : 211,771,393.40
TOTAL ORIGINAL P+I : 1,650,947.37
TOTAL CURRENT P+I : 1,650,947.37
***************************
* END OF REPORT *
***************************
RUN ON : 10/22/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.33.29 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1996-S22 CUTOFF : 10/01/96
POOL : 0004227
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST SPREAD RATE STRIP
--------------------------------------------------------------------------
1420578 .2500
345,738.23 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1449218 .2500
243,221.11 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1449233 .2500
675,533.20 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1449423 .2500
235,807.31 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1449454 .2500
216,351.88 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1459217 .2500
337,592.49 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1
1471949 .2500
198,723.46 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1478037 .2500
308,072.65 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1483220 .2500
211,149.30 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1486943 .2500
89,743.92 .0800
8.8750 .0000
8.6250 .0000
8.5450 .5450
8.0000 .0000
1491054 .2500
259,546.66 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1492030 .2500
404,376.25 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1493904 .2500
367,777.06 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1494151 .2500
173,478.89 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1
1494206 .2500
418,604.10 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1498165 .2500
405,624.77 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1498498 .2500
252,715.27 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1499887 .2500
198,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1504477 .2500
201,361.37 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1505642 .2500
201,851.32 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1505666 .2500
359,787.46 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1505862 .2500
361,416.24 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1
1505964 .2500
83,637.92 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1506472 .2500
367,793.69 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1507263 .2500
95,837.34 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1507300 .2500
319,630.42 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1508198 .2500
297,995.95 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1508456 .2500
135,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1509323 .2500
219,879.83 .0800
9.0000 .0000
8.7500 .0000
8.6700 .6700
8.0000 .0000
1509472 .2500
349,465.58 .0300
9.3750 .0000
9.1250 .0000
9.0950 1.0950
8.0000 .0000
1
1509518 .2500
332,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1511764 .2500
313,198.67 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1512062 .2500
275,853.12 .0800
9.1250 .0000
8.8750 .0000
8.7950 .7950
8.0000 .0000
1512246 .2500
179,653.29 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1512343 .2500
325,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1512761 .2500
108,545.51 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1512793 .2500
108,520.55 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1512797 .2500
173,348.01 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1
1512993 .2500
155,721.71 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1513066 .2500
182,609.97 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1513086 .2500
143,824.90 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1513206 .2500
316,826.85 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1513879 .2500
207,833.45 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1513884 .2500
190,967.52 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1514153 .2500
395,766.20 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1514174 .2500
178,982.11 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1
1514280 .2500
360,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1514295 .2500
249,696.01 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1514330 .2500
550,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1514421 .2500
172,500.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1514689 .2500
83,856.51 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1514962 .2500
237,863.07 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1515187 .2500
224,900.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1515548 .2500
373,040.75 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1
1515650 .2500
255,488.96 .0800
8.5000 .0000
8.2500 .0000
8.1700 .1700
8.0000 .0000
1515679 .2500
250,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1515899 .2500
342,747.52 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1516138 .2500
288,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1516237 .2500
319,806.14 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1516360 .2500
100,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1516444 .2500
114,284.01 .0300
9.3750 .0000
9.1250 .0000
9.0950 1.0950
8.0000 .0000
1516889 .2500
99,719.92 .0800
8.8750 .0000
8.6250 .0000
8.5450 .5450
8.0000 .0000
1
1517014 .2500
267,637.77 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1517193 .2500
350,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1517212 .2500
270,400.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1517231 .2500
568,673.78 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517374 .2500
244,851.58 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1517531 .2500
261,449.49 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1517541 .2500
302,221.46 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1517590 .2500
349,246.41 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1
1517688 .2500
242,900.00 .0300
9.5000 .0000
9.2500 .0000
9.2200 1.2200
8.0000 .0000
1517713 .2500
260,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .6700
8.0000 .0000
1517834 .2500
239,858.30 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1517892 .2500
231,727.19 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
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337,500.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .5450
8.0000 .0000
1530124 .2500
256,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1530160 .2500
95,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1530238 .2500
300,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1
1530272 .2500
189,200.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1530275 .2500
184,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1530281 .2500
151,200.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1530283 .2500
238,400.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1530284 .2500
296,250.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1530287 .2500
124,920.30 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1530292 .2500
60,263.46 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1530301 .2500
107,350.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1
1530315 .2500
289,450.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1530318 .2500
236,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1530333 .2500
600,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1530341 .2500
194,300.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1530342 .2500
360,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1530345 .2500
219,900.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1530346 .2500
228,600.00 .0300
9.1250 .0000
8.8750 .0000
8.8450 .8450
8.0000 .0000
1530353 .2500
241,200.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .4200
8.0000 .0000
1
1530354 .2500
224,900.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
7.9200 .0000
1530358 .2500
371,200.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1530359 .2500
420,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1530423 .2500
267,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .5450
8.0000 .0000
1530433 .2500
256,000.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1530436 .2500
228,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1530444 .2500
273,700.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1530456 .2500
165,200.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1
1530466 .2500
223,200.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1530469 .2500
649,616.24 .0800
8.6250 .0000
8.3750 .0000
8.2950 .2950
8.0000 .0000
1530476 .2500
340,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1530484 .2500
284,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1530490 .2500
80,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .6700
8.0000 .0000
1530512 .2500
268,837.04 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1530513 .2500
321,406.41 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1530537 .2500
158,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1
1530540 .2500
140,250.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1530552 .2500
184,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1530556 .2500
185,550.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1530561 .2500
397,600.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1530564 .2500
264,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1530568 .2500
137,600.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1530636 .2500
432,000.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .6700
8.0000 .0000
1530648 .2500
260,500.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1
1530660 .2500
212,000.00 .0300
9.3750 .0000
9.1250 .0000
9.0950 1.0950
8.0000 .0000
1530661 .2500
215,700.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1530664 .2500
407,700.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1530669 .2500
188,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1530673 .2500
301,750.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1530677 .2500
271,800.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1530678 .2500
365,100.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .0000
7.0950 .0000
1530710 .2500
178,800.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1
1530761 .2500
263,200.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1530765 .2500
180,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1530894 .2500
276,750.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .4200
8.0000 .0000
1530905 .2500
234,300.00 .0300
8.1250 .0000
7.8750 .0000
7.8450 .0000
7.8450 .0000
1530927 .2500
216,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .5450
8.0000 .0000
1530934 .2500
650,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1530937 .2500
420,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
7.7950 .0000
1531006 .2500
268,900.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1
1531025 .2500
240,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1531042 .2500
296,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1531044 .2500
525,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1531111 .2500
177,350.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1531120 .2500
142,500.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1531121 .2500
212,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1531126 .2500
108,000.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1531191 .2500
262,300.00 .0300
9.0000 .0000
8.7500 .0000
8.7200 .7200
8.0000 .0000
1
1531200 .2500
460,000.00 .0300
8.3500 .0000
8.1000 .0000
8.0700 .0700
8.0000 .0000
1531232 .2500
271,800.00 .0300
8.2500 .0000
8.0000 .0000
7.9700 .0000
7.9700 .0000
1531239 .2500
255,000.00 .0300
8.4000 .0000
8.1500 .0000
8.1200 .1200
8.0000 .0000
1531256 .2500
279,200.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1531268 .2500
412,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1531460 .2500
328,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
7.6700 .0000
1531471 .2500
200,000.00 .0300
9.2500 .0000
9.0000 .0000
8.9700 .9700
8.0000 .0000
1531492 .2500
228,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1
1531494 .2500
388,000.00 .0300
8.7500 .0000
8.5000 .0000
8.4700 .4700
8.0000 .0000
1531497 .2500
235,000.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1531505 .2500
261,000.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1531528 .2500
248,000.00 .0300
8.3750 .0000
8.1250 .0000
8.0950 .0950
8.0000 .0000
1531650 .2500
262,500.00 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
1531724 .2500
232,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1531737 .2500
228,000.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1531740 .2500
405,700.00 .0300
8.8750 .0000
8.6250 .0000
8.5950 .5950
8.0000 .0000
1
1531774 .2500
167,250.00 .0300
8.6250 .0000
8.3750 .0000
8.3450 .3450
8.0000 .0000
1531782 .2500
379,100.00 .0300
8.0000 .0000
7.7500 .0000
7.7200 .0000
7.7200 .0000
1531837 .2500
100,139.30 .0300
8.5000 .0000
8.2500 .0000
8.2200 .2200
8.0000 .0000
TOTAL NUMBER OF LOANS: 833
TOTAL BALANCE........: 211,771,393.40
RUN ON : 10/22/96 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.33.29 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1996-S22 FIXED SUMMARY REPORT CUTOFF : 10/01/96
POOL : 0004227
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-------------------------------------------------------------------------
CURR NOTE RATE 8.6282 7.3750 9.7500
RFC NET RATE 8.3776 7.1250 9.5000
NET MTG RATE(INVSTR RATE) 8.3373 7.0950 9.4700
POST SPREAD RATE 7.9783 7.0950 8.0000
SUB SERV FEE .2506 .2500 .7500
MSTR SERV FEE .0404 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .3590 .0000 1.4700
STRIP .0000 .0000 .0000
TOTAL NUMBER OF LOANS: 833
TOTAL BALANCE........: 211,771,393.40
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the
Guides. All provisions of the Guides are incorporated by reference into and made
a part of this Contract, and shall be binding upon the parties; provided,
however, that the Seller/Servicer shall be entitled to sell Loans to and/or
service Loans for Residential Funding only if and for so long as it shall have
been authorized to do so by Residential Funding in writing. Specific reference
in this Contract to particular provisions of the Guides and not to other
provisions does not mean that those provisions of the Guides not specifically
cited in this Contract are not applicable. All terms used herein shall have the
same meanings as such terms have in the Guides, unless the context clearly
requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision
of this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
<PAGE>
The Seller/Servicer and Residential Funding each represents
and warrants to the other that as of the date of this Contract:
(1) Each party is duly organized, validly existing,
and in good standing under the laws of its
jurisdiction of organization, is qualified, if
necessary, to do business and in good standing in
each jurisdiction in which it is required to be so
qualified, and has the requisite power and
authority to enter into this Contract and all
other agreements which are contemplated by this
Contract and to carry out its obligations
hereunder and under the Guides and under such
other agreements.
(2) This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable
in accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no basis therefor is known
to either party, that could affect the validity or
prospective validity of this Contract.
(4) Insofar as its capacity to carry out any
obligation under this Contract is concerned,
neither party is in violation of any charter,
articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely
affects its capacity to fulfill any of its
obligations under this Contract. Its execution
of, and performance pursuant to, this Contract
will not result in a violation of any of the
foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and covenants
made by the Seller/Servicer pursuant to subparagraph (a) of
this paragraph 3, the Seller/Servicer makes the
representations, warranties and covenants set forth in the
Guides and, upon request, agrees to deliver to Residential
Funding the certified Resolution of Board of Directors which
authorizes the execution and delivery of this Contract.
G-2
<PAGE>
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
G-3
<PAGE>
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any
state or federal court located in Hennepin County, Minnesota, over any action,
suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and
supersedes all other agreements, covenants, representations, warranties,
understandings and communications between the parties, whether written or oral,
with respect to the transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and enforced in
accordance with, applicable federal laws and the laws of the State of Minnesota.
G-4
<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-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan
Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1996-S22,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class R Certificates to disqualified organizations under
the Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on
<PAGE>
such residual interest, unless no significant purpose of the transfer was to
impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time during the
taxable year of the pass-through entity a disqualified organization is the
record holder of an interest in such entity. (For this purpose, a "pass through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)
[5. The Purchaser is not an employee benefit plan or other
plan subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.]
6. That the Owner is aware that the Trustee will not register
the transfer of any Class R Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
8. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
9. The Owner's Taxpayer Identification Number is
- --------------.
10. This affidavit and agreement relates only to the
Class R Certificates held by the Owner and not to any other
holder of the Class R Certificates. The Owner understands that
I-1-2
<PAGE>
the liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the transfer of
any of the Class R Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
12. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
R Certificate that the Owner intends to pay taxes associated with holding such
Class R Certificate as they become due, fully understanding that it may incur
tax liabilities in excess of any cash flows generated by the Class R
Certificate.
13. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R Certificates remain outstanding.
14. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
I-1-3
<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-1-4
<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-S22
Re: Mortgage Pass-Through Certificates,
Series 1996-S22, 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-S22, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
October 1, 1996 among Residential Funding Mortgage Securities I, Inc., as seller
(the "Company"), Residential Funding Corporation, as master servicer, and
Bankers Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer
of the Certificate by the Seller to the Purchaser is or will be
to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to
the Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
<PAGE>
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-S22
RE: Mortgage Pass-Through Certificates,
Series 1996-S22, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller") $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1996-S22, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of October
1, 1996 among Residential Funding Mortgage Securities I, Inc., as seller (the
"Company"), Residential Funding Corporation, as master servicer, and Bankers
Trust Company, as trustee (the "Trustee"). All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Trustee that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under
the Securities Act of 1933, as amended (the "Act") or any
state securities law, (b) the Company is not required to so
register or qualify the Certificates, (c) the Certificates may
be resold only if registered and qualified pursuant to the
provisions of the Act or any state securities law, or if an
exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and
(e) the Certificates will bear a legend to the foregoing
effect.
2. The Purchaser is acquiring the Certificates for its
own account for investment only and not with a view to or for
sale in connection with any distribution thereof in any manner
that would violate the Act or any applicable state securities
laws.
<PAGE>
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such
matters related to securities similar to the Certificates,
such that it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor"
within the meaning of Rule 501(a) promulgated pursuant to the
Act.
4. The Purchaser has been furnished with, and has had
an opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with
the initial distribution of the Certificates and was provided
with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original
Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely
for use in connection with the Original Sale and the Company
did not participate in or facilitate in any way the purchase
of the Certificates by the Purchaser from the Seller, and the
Purchaser agrees that it will look solely to the Seller and
not to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any
Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any
offer to buy or to accept a pledge, disposition of other
transfer of any Certificate, any interest in any Certificate
or any other similar security from any person in any manner,
(c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any
J-2
<PAGE>
general solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to any of
(a) through (e) above) would constitute a distribution of any
Certificate under the Act, that would render the disposition
of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will not sell or
otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing
Agreement.
[6. The Purchaser
(a) is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of any
Plan; or
(b) is an insurance company, the source of
funds to be used by it to purchase the Certificates is an
"insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance
upon the availability of the exemptive relief afforded under
Section III of PTCE 95-60.]
Very truly yours,
By:
Name:
Title:
J-3
<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-S22
Re: Mortgage Pass-Through Certificates,
Series 1996-S22, 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-S22, Class (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and Bankers Trust Company, as trustee (the "Trustee"). The Seller
hereby certifies, represents and warrants to, and covenants with, the Company
and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, or (e) has taken any other action, that (as to any of (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933 (the "Act"), that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller
will not act, in any manner set forth in the foregoing
<PAGE>
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 October 1, 1996 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
Bankers Trust Company, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities laws of
any state.
b. The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
<PAGE>
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from the
Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or
any other person (including an investment manager, a named fiduciary or
a trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds
to be used by it to purchase the Certificates is an
"insurance company general account" (within the meaning of
L-2
<PAGE>
Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Section III of PTCE
95-60.]
4. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<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-4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan
----------------
association, building and loan association, cooperative
bank, homestead association or similar institution, which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
-----------------
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act
of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a
----------
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the
L-5
<PAGE>
Buyer, (ii) securities that are part of an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
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
L-6
<PAGE>
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-7
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance
with Rule 144A).
3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan
L-8
<PAGE>
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-9
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the
third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses (other
than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
<PAGE>
(c) Demands for payments pursuant to this Section shall be
made prior to the later of the third Business Day prior to each Distribution
Date or the related Determination Date by the Master Servicer with written
notice thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections (a) and
(b) hereof and (ii) all draws under the Limited Guaranty made in lieu of such
payments as described below in subsection (d) and (Y) the then outstanding
Certificate Principal Balances of the Class B Certificates, or such lower amount
as may be established pursuant to Section 12.02. Residential Funding's
obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion,
to substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall
M-2
<PAGE>
be made unless (A) the substitute Limited Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then current Amount
Available and contains provisions that are in all material respects equivalent
to the original Limited Guaranty or Subordinate Certificate Loss Obligation
(including that no portion of the fees, reimbursements or other obligations
under any such instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited Guaranty or
Subordinate Certificate Loss Obligation (if not supported by the Limited
Guaranty) shall be rated at least the lesser of (a) the rating of the long term
debt obligations of General Motors Acceptance Corporation as of the date of
issuance of the Limited Guaranty and (b) the rating of the long term debt
obligations of General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation from each
nationally recognized credit rating agency that rated the Class B Certificates
at the request of the Company that such substitution shall not lower the rating
on the Class B Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b) the original
rating assigned to the Class B Certificates by such rating agency. Any
replacement of the Limited Guaranty or Subordinate Certificate Loss Obligation
pursuant to this Section shall be accompanied by a written Opinion of Counsel to
the substitute guarantor or obligor, addressed to the Master Servicer and the
Trustee, that such substitute instrument constitutes a legal, valid and binding
obligation of the substitute guarantor or obligor, enforceable in accordance
with its terms, and concerning such other matters as the Master Servicer and the
Trustee shall reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the Limited Guaranty
or Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by
M-3
<PAGE>
such rating agency, unless (A) the Holder of 100% of the Class B Certificates is
Residential Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in accordance with
Section 11.01(e) and, provided further that the Company obtains (subject to the
provisions of Section 10.01(f) as if the Company was substituted for the Master
Servicer solely for the purposes of such provision), in the case of a material
amendment or supersession (but not a reduction, cancellation or deletion of the
Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
any such amendment or supersession will not cause either (a) any federal tax to
be imposed on the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
M-4
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S22
, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S22
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 October 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-S22 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and
deposit in the Certificate Account on behalf of Residential Funding (or
otherwise provide to Residential Funding, or to cause to be made available to
Residential Funding), either directly or through a subsidiary, in any case prior
to the related Distribution Date, such moneys as may be required by Residential
Funding to perform its Subordinate Certificate Loss Obligation
<PAGE>
when and as the same arises from time to time upon the demand of the Trustee in
accordance with Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall
be absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part
of Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any defective
or partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
---------------------------------------
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as the Servicing Agreement is not modified or amended in any way
that might affect the obligations of GMAC under this Limited
Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided
herein, the guarantee herein set forth shall be binding upon GMAC
and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that
a copy of this Limited Guaranty shall be delivered to the Trustee
in connection with the execution of Amendment No. 1 to the
Servicing Agreement and GMAC hereby authorizes the Company and
the Trustee to rely on the covenants and agreements set forth
herein.
N-2
<PAGE>
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to
be executed and delivered by its respective officers thereunto duly authorized
as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
N-3
<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-S22
Re: Mortgage Pass-Through Certificates, Series
1996-S22 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 October 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and the Trustee. All terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement. The Lender
hereby certifies, represents and warrants to, and covenants with, the Master
Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower
under the related Mortgage Loan.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
P-1
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1530678 365,100.00 7.095 11.3125000000% 41,301.94
1529460 250,000.00 7.545 5.6875000000% 14,218.75
1529249 309,287.00 7.595 5.0625000000% 15,657.65
1525010 250,000.00 7.670 4.1250000000% 10,312.50
1527501 283,510.03 7.670 4.1250000000% 11,694.79
1531460 328,000.00 7.670 4.1250000000% 13,530.00
1505642 201,851.32 7.720 3.5000000000% 7,064.80
1512797 173,348.01 7.720 3.5000000000% 6,067.18
1521451 293,315.91 7.720 3.5000000000% 10,266.06
1522942 190,671.98 7.720 3.5000000000% 6,673.52
1523414 175,082.44 7.720 3.5000000000% 6,127.89
1523549 108,726.99 7.720 3.5000000000% 3,805.44
1523962 243,386.58 7.720 3.5000000000% 8,518.53
1524244 125,116.00 7.720 3.5000000000% 4,379.06
1524881 627,578.63 7.720 3.5000000000% 21,965.25
1525014 342,400.00 7.720 3.5000000000% 11,984.00
1525258 255,828.23 7.720 3.5000000000% 8,953.99
1525345 237,840.31 7.720 3.5000000000% 8,324.41
1528138 123,200.00 7.720 3.5000000000% 4,312.00
1528143 135,908.75 7.720 3.5000000000% 4,756.81
1528158 223,849.70 7.720 3.5000000000% 7,834.74
1528429 230,245.41 7.720 3.5000000000% 8,058.59
1529105 247,683.69 7.720 3.5000000000% 8,668.93
1529376 280,000.00 7.720 3.5000000000% 9,800.00
1529671 133,600.00 7.720 3.5000000000% 4,676.00
1530093 241,400.00 7.720 3.5000000000% 8,449.00
1530444 273,700.00 7.720 3.5000000000% 9,579.50
1530568 137,600.00 7.720 3.5000000000% 4,816.00
1531782 379,100.00 7.720 3.5000000000% 13,268.50
1529260 170,000.00 7.770 2.8750000000% 4,887.50
1520688 274,656.28 7.795 2.5625000000% 7,038.07
1524293 489,279.73 7.795 2.5625000000% 12,537.79
1527137 256,731.95 7.795 2.5625000000% 6,578.76
1527406 245,600.00 7.795 2.5625000000% 6,293.50
1527883 374,754.70 7.795 2.5625000000% 9,603.09
1528502 349,771.05 7.795 2.5625000000% 8,962.88
1529378 230,000.00 7.795 2.5625000000% 5,893.75
1529385 261,000.00 7.795 2.5625000000% 6,688.13
1530937 420,000.00 7.795 2.5625000000% 10,762.50
1513066 182,609.97 7.845 1.9375000000% 3,538.07
1521071 240,000.00 7.845 1.9375000000% 4,650.00
1521403 299,803.75 7.845 1.9375000000% 5,808.70
1523413 199,769.24 7.845 1.9375000000% 3,870.53
1524766 233,846.92 7.845 1.9375000000% 4,530.78
1524788 358,965.03 7.845 1.9375000000% 6,954.95
1524830 126,267.34 7.845 1.9375000000% 2,446.43
1524851 268,624.16 7.845 1.9375000000% 5,204.59
1524979 65,207.32 7.845 1.9375000000% 1,263.39
1525204 162,393.70 7.845 1.9375000000% 3,146.38
1526679 173,486.44 7.845 1.9375000000% 3,361.30
1526689 310,500.00 7.845 1.9375000000% 6,015.94
1527108 223,453.74 7.845 1.9375000000% 4,329.42
1527653 228,650.33 7.845 1.9375000000% 4,430.10
1528048 191,600.00 7.845 1.9375000000% 3,712.25
1528156 193,473.36 7.845 1.9375000000% 3,748.55
1529079 243,000.00 7.845 1.9375000000% 4,708.13
1529081 105,500.00 7.845 1.9375000000% 2,044.06
1529127 212,000.00 7.845 1.9375000000% 4,107.50
1529891 163,900.00 7.845 1.9375000000% 3,175.56
1530433 256,000.00 7.845 1.9375000000% 4,960.00
1530905 234,300.00 7.845 1.9375000000% 4,539.56
1520059 229,196.30 7.920 1.0000000000% 2,291.96
1522754 284,818.27 7.920 1.0000000000% 2,848.18
1523199 111,555.57 7.920 1.0000000000% 1,115.56
1524287 331,788.29 7.920 1.0000000000% 3,317.88
1524548 115,552.80 7.920 1.0000000000% 1,155.53
1526685 237,348.55 7.920 1.0000000000% 2,373.49
1527415 391,750.03 7.920 1.0000000000% 3,917.50
1527424 249,840.58 7.920 1.0000000000% 2,498.41
1527437 463,106.25 7.920 1.0000000000% 4,631.06
1527470 254,837.40 7.920 1.0000000000% 2,548.37
1527496 255,836.75 7.920 1.0000000000% 2,558.37
1527877 243,644.54 7.920 1.0000000000% 2,436.45
1527962 391,750.03 7.920 1.0000000000% 3,917.50
1528499 341,600.00 7.920 1.0000000000% 3,416.00
1528501 280,000.00 7.920 1.0000000000% 2,800.00
1528503 323,793.40 7.920 1.0000000000% 3,237.93
1528711 265,330.70 7.920 1.0000000000% 2,653.31
1528716 262,332.61 7.920 1.0000000000% 2,623.33
1528914 132,000.00 7.920 1.0000000000% 1,320.00
1529644 241,000.00 7.920 1.0000000000% 2,410.00
1530342 360,000.00 7.920 1.0000000000% 3,600.00
1530354 224,900.00 7.920 1.0000000000% 2,249.00
1449218 243,221.11 7.970 0.3750000000% 912.08
1449423 235,807.31 7.970 0.3750000000% 884.28
1471949 198,723.46 7.970 0.3750000000% 745.21
1504477 201,361.37 7.970 0.3750000000% 755.11
1511764 313,198.67 7.970 0.3750000000% 1,174.50
1512246 179,653.29 7.970 0.3750000000% 673.70
1517212 270,400.00 7.970 0.3750000000% 1,014.00
1518423 238,700.00 7.970 0.3750000000% 895.13
1518494 262,548.86 7.970 0.3750000000% 984.56
1520792 609,611.02 7.970 0.3750000000% 2,286.04
1521373 475,696.47 7.970 0.3750000000% 1,783.86
1521423 195,000.00 7.970 0.3750000000% 731.25
1521684 353,900.00 7.970 0.3750000000% 1,327.13
1521885 326,091.92 7.970 0.3750000000% 1,222.84
1522896 207,867.36 7.970 0.3750000000% 779.50
1523094 209,866.09 7.970 0.3750000000% 787.00
1523410 159,798.03 7.970 0.3750000000% 599.24
1523890 243,000.00 7.970 0.3750000000% 911.25
1524297 419,732.17 7.970 0.3750000000% 1,574.00
1524667 206,868.01 7.970 0.3750000000% 775.76
1524784 254,837.40 7.970 0.3750000000% 955.64
1524787 246,842.50 7.970 0.3750000000% 925.66
1524789 306,804.24 7.970 0.3750000000% 1,150.52
1524817 289,964.98 7.970 0.3750000000% 1,087.37
1524953 344,200.00 7.970 0.3750000000% 1,290.75
1524962 109,929.85 7.970 0.3750000000% 412.24
1525260 354,773.63 7.970 0.3750000000% 1,330.40
1526570 245,093.60 7.970 0.3750000000% 919.10
1526914 258,650.00 7.970 0.3750000000% 969.94
1526916 243,044.92 7.970 0.3750000000% 911.42
1526938 186,400.00 7.970 0.3750000000% 699.00
1526990 236,649.00 7.970 0.3750000000% 887.43
1527233 135,113.78 7.970 0.3750000000% 506.68
1527413 228,000.00 7.970 0.3750000000% 855.00
1527414 182,283.69 7.970 0.3750000000% 683.56
1527486 195,875.02 7.970 0.3750000000% 734.53
1527652 252,538.86 7.970 0.3750000000% 947.02
1528047 199,200.00 7.970 0.3750000000% 747.00
1528105 408,000.00 7.970 0.3750000000% 1,530.00
1528173 329,789.56 7.970 0.3750000000% 1,236.71
1528768 545,651.83 7.970 0.3750000000% 2,046.19
1528955 127,000.00 7.970 0.3750000000% 476.25
1529028 183,882.66 7.970 0.3750000000% 689.56
1529374 242,129.19 7.970 0.3750000000% 907.98
1529463 219,859.71 7.970 0.3750000000% 824.47
1529761 315,000.00 7.970 0.3750000000% 1,181.25
1529912 233,950.00 7.970 0.3750000000% 877.31
1530272 189,200.00 7.970 0.3750000000% 709.50
1530281 151,200.00 7.970 0.3750000000% 567.00
1530287 124,920.30 7.970 0.3750000000% 468.45
1530561 397,600.00 7.970 0.3750000000% 1,491.00
1531232 271,800.00 7.970 0.3750000000% 1,019.25
$34,465,687.92 1.6701607643% $575,632.40
<PAGE>
