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) January 30, 1996
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under
a Pooling and Servicing Agreement dated as of January 1, 1996
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1996-S1)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1. Pooling and Servicing Agreement, dated as of
January 1, 1996 among Residential Funding Mortgage
Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and
Bankers Trust Company, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Dated: January 30, 1996
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S1
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. . . . . . . . . . . . . . . . 3
Accrued Certificate Interest. . . . . . . . . . 3
Adjusted Lockout Accelerated
Distribution Percentage. . . . . . . . . . 4
Adjusted Mortgage Rate. . . . . . . . . . . . . 5
Adjusted Senior Accelerated Distribution
Percentage. . . . . . . . . . . . . . . . . . . 5
Adjusted Senior Percentage. . . . . . . . . . . 7
Adjusted Senior Principal Distribution
Amount. . . . . . . . . . . . . . . . . . . . . 7
Advance . . . . . . . . . . . . . . . . . . . . 7
Affiliate . . . . . . . . . . . . . . . . . . . 7
Agreement . . . . . . . . . . . . . . . . . . . 7
Amount Held for Future Distribution . . . . . . 7
Appraised Value . . . . . . . . . . . . . . . . 8
Assignment. . . . . . . . . . . . . . . . . . . 8
Assignment Agreement. . . . . . . . . . . . . . 8
Assignment of Proprietary Lease . . . . . . . . 8
Available Distribution Amount . . . . . . . . . 8
Bankruptcy Amount . . . . . . . . . . . . . . . 8
Bankruptcy Code . . . . . . . . . . . . . . . . 9
Bankruptcy Loss . . . . . . . . . . . . . . . . 9
Book-Entry Certificate. . . . . . . . . . . . . 10
Business Day. . . . . . . . . . . . . . . . . . 10
Buydown Funds . . . . . . . . . . . . . . . . . 10
Buydown Mortgage Loan . . . . . . . . . . . . . 10
Cash Liquidation. . . . . . . . . . . . . . . . 10
Certificate . . . . . . . . . . . . . . . . . . 10
Certificate Account . . . . . . . . . . . . . . 10
Certificate Account Deposit Date. . . . . . . . 11
Certificateholder or Holder . . . . . . . . . . 11
Certificate Owner . . . . . . . . . . . . . . . 11
Certificate Principal Balance . . . . . . . . . 11
Certificate Register and Certificate
Registrar . . . . . . . . . . . . . . . . . . . 12
Class . . . . . . . . . . . . . . . . . . . . . 12
Class A Certificate . . . . . . . . . . . . . . 12
Class A-6 Accretion Termination Date. . . . . . 13
Class A-6 Accrual Distribution Amount . . . . . 13
Class A-6 Component A . . . . . . . . . . . . . 13
Class A-6 Component B . . . . . . . . . . . . . 13
Class A-6 Component C . . . . . . . . . . . . . 13
Class A-6 Component D . . . . . . . . . . . . . 13
Class A-8 Accretion Termination Date. . . . . . 14
Class A-8 Accrual Distribution Amount . . . . . 14
Class A-13 Collection Shortfall . . . . . . . . 14
Class A-13 Principal Distribution Amount. . . . 14
Class B Certificate . . . . . . . . . . . . . . 14
Class B Percentage. . . . . . . . . . . . . . . 14
Class B-1 Percentage. . . . . . . . . . . . . . 14
Class B-1 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 14
Class B-2 Percentage. . . . . . . . . . . . . . 15
Class B-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 15
Class B-3 Percentage. . . . . . . . . . . . . . 15
Class B-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 15
Class M Certificate . . . . . . . . . . . . . . 15
Class M Percentage. . . . . . . . . . . . . . . 15
Class M-1 Percentage. . . . . . . . . . . . . . 15
Class M-2 Percentage. . . . . . . . . . . . . . 16
Class M-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 16
Class M-3 Percentage. . . . . . . . . . . . . . 16
Class M-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 16
Class R Certificate . . . . . . . . . . . . . . 16
Class R-I Certificate . . . . . . . . . . . . . 16
Class R-II Certificate. . . . . . . . . . . . . 16
Closing Date. . . . . . . . . . . . . . . . . . 17
Code. . . . . . . . . . . . . . . . . . . . . . 17
Compensating Interest . . . . . . . . . . . . . 17
Component . . . . . . . . . . . . . . . . . . . 17
Cooperative . . . . . . . . . . . . . . . . . . 17
Cooperative Apartment . . . . . . . . . . . . . 17
Cooperative Lease . . . . . . . . . . . . . . . 17
Cooperative Loans . . . . . . . . . . . . . . . 17
Cooperative Stock . . . . . . . . . . . . . . . 18
Cooperative Stock Certificate . . . . . . . . . 18
Corporate Trust Office. . . . . . . . . . . . . 18
Credit Support Depletion Date . . . . . . . . . 18
Curtailment . . . . . . . . . . . . . . . . . . 18
Custodial Account . . . . . . . . . . . . . . . 18
Custodial Agreement . . . . . . . . . . . . . . 18
Custodian . . . . . . . . . . . . . . . . . . . 18
Cut-off Date. . . . . . . . . . . . . . . . . . 18
Cut-off Date Principal Balance. . . . . . . . . 18
Debt Service Reduction. . . . . . . . . . . . . 18
Deficient Valuation . . . . . . . . . . . . . . 18
Definitive Certificate. . . . . . . . . . . . . 19
Deleted Mortgage Loan . . . . . . . . . . . . . 19
Depository. . . . . . . . . . . . . . . . . . . 19
Depository Participant. . . . . . . . . . . . . 19
Destroyed Mortgage Note . . . . . . . . . . . . 19
Determination Date. . . . . . . . . . . . . . . 19
Discount Fraction . . . . . . . . . . . . . . . 19
Discount Mortgage Loan. . . . . . . . . . . . . 19
Disqualified Organization . . . . . . . . . . . 19
Distribution Date . . . . . . . . . . . . . . . 20
Due Date. . . . . . . . . . . . . . . . . . . . 20
Due Period. . . . . . . . . . . . . . . . . . . 20
Eligible Account. . . . . . . . . . . . . . . . 20
Eligible Funds. . . . . . . . . . . . . . . . . 21
Event of Default. . . . . . . . . . . . . . . . 21
Excess Bankruptcy Loss. . . . . . . . . . . . . 21
Excess Fraud Loss . . . . . . . . . . . . . . . 21
Excess Special Hazard Loss. . . . . . . . . . . 21
Excess Spread . . . . . . . . . . . . . . . . . 21
Excess Subordinate Principal Amount . . . . . . 21
Extraordinary Events. . . . . . . . . . . . . . 22
Extraordinary Losses. . . . . . . . . . . . . . 23
FDIC. . . . . . . . . . . . . . . . . . . . . . 23
FHLMC . . . . . . . . . . . . . . . . . . . . . 23
Final Distribution Date . . . . . . . . . . . . 23
Fitch . . . . . . . . . . . . . . . . . . . . . 23
FNMA. . . . . . . . . . . . . . . . . . . . . . 23
Foreclosure Profits . . . . . . . . . . . . . . 23
Fraud Loss Amount . . . . . . . . . . . . . . . 23
Fraud Losses. . . . . . . . . . . . . . . . . . 24
Independent . . . . . . . . . . . . . . . . . . 24
Initial Certificate Principal Balance . . . . . 24
Initial Monthly Payment Fund. . . . . . . . . . 24
Insurance Proceeds. . . . . . . . . . . . . . . 24
Insurer . . . . . . . . . . . . . . . . . . . . 24
Late Collections. . . . . . . . . . . . . . . . 24
Liquidation Proceeds. . . . . . . . . . . . . . 25
Loan-to-Value Ratio . . . . . . . . . . . . . . 25
Lockout Percentage. . . . . . . . . . . . . . . 25
Maturity Date . . . . . . . . . . . . . . . . . 25
Monthly Payment . . . . . . . . . . . . . . . . 25
Moody's . . . . . . . . . . . . . . . . . . . . 25
Mortgage. . . . . . . . . . . . . . . . . . . . 25
Mortgage File . . . . . . . . . . . . . . . . . 26
Mortgage Loan Schedule. . . . . . . . . . . . . 26
Mortgage Loans. . . . . . . . . . . . . . . . . 27
Mortgage Note . . . . . . . . . . . . . . . . . 27
Mortgage Rate . . . . . . . . . . . . . . . . . 27
Mortgaged Property. . . . . . . . . . . . . . . 27
Mortgagor . . . . . . . . . . . . . . . . . . . 27
Net Mortgage Rate . . . . . . . . . . . . . . . 27
Non-Discount Mortgage Loan. . . . . . . . . . . 27
Non-Primary Residence Loans . . . . . . . . . . 27
Non-United States Person. . . . . . . . . . . . 27
Nonrecoverable Advance. . . . . . . . . . . . . 27
Nonsubserviced Mortgage Loan. . . . . . . . . . 27
Notional Amount . . . . . . . . . . . . . . . . 28
Officers' Certificate . . . . . . . . . . . . . 28
Opinion of Counsel. . . . . . . . . . . . . . . 28
Original Adjusted Senior Percentage . . . . . . 28
Outstanding Mortgage Loan . . . . . . . . . . . 28
Owner or Holder . . . . . . . . . . . . . . . . 28
Ownership Interest. . . . . . . . . . . . . . . 29
Pass-Through Rate . . . . . . . . . . . . . . . 29
Paying Agent. . . . . . . . . . . . . . . . . . 29
Percentage Interest . . . . . . . . . . . . . . 29
Permitted Investments . . . . . . . . . . . . . 29
Permitted Transferee. . . . . . . . . . . . . . 31
Person. . . . . . . . . . . . . . . . . . . . . 31
Pool Stated Principal Balance . . . . . . . . . 31
Prepayment Assumption . . . . . . . . . . . . . 31
Prepayment Distribution Percentage. . . . . . . 31
Prepayment Distribution Trigger . . . . . . . . 32
Prepayment Interest Shortfall . . . . . . . . . 33
Prepayment Period . . . . . . . . . . . . . . . 33
Primary Insurance Policy. . . . . . . . . . . . 33
Principal Prepayment. . . . . . . . . . . . . . 33
Principal Prepayment in Full. . . . . . . . . . 33
Program Guide . . . . . . . . . . . . . . . . . 33
Purchase Price. . . . . . . . . . . . . . . . . 33
Qualified Substitute Mortgage Loan. . . . . . . 33
Rating Agency . . . . . . . . . . . . . . . . . 34
Realized Loss . . . . . . . . . . . . . . . . . 34
Record Date . . . . . . . . . . . . . . . . . . 35
Regular Certificate . . . . . . . . . . . . . . 35
REMIC . . . . . . . . . . . . . . . . . . . . . 35
REMIC Administrator . . . . . . . . . . . . . . 35
REMIC I . . . . . . . . . . . . . . . . . . . . 35
REMIC I Certificates. . . . . . . . . . . . . . 36
REMIC II. . . . . . . . . . . . . . . . . . . . 36
REMIC II Certificates . . . . . . . . . . . . . 36
REMIC Provisions. . . . . . . . . . . . . . . . 36
REO Acquisition . . . . . . . . . . . . . . . . 36
REO Disposition . . . . . . . . . . . . . . . . 36
REO Imputed Interest. . . . . . . . . . . . . . 36
REO Proceeds. . . . . . . . . . . . . . . . . . 37
REO Property. . . . . . . . . . . . . . . . . . 37
Request for Release . . . . . . . . . . . . . . 37
Required Insurance Policy . . . . . . . . . . . 37
Residential Funding . . . . . . . . . . . . . . 37
Responsible Officer . . . . . . . . . . . . . . 37
Schedule of Discount Fractions. . . . . . . . . 37
Security Agreement. . . . . . . . . . . . . . . 37
Seller. . . . . . . . . . . . . . . . . . . . . 37
Seller's Agreement. . . . . . . . . . . . . . . 37
Senior Percentage . . . . . . . . . . . . . . . 37
Senior Principal Distribution Amount. . . . . . 38
Senior Support Certificates . . . . . . . . . . 38
Servicing Accounts. . . . . . . . . . . . . . . 38
Servicing Advances. . . . . . . . . . . . . . . 38
Servicing Fee . . . . . . . . . . . . . . . . . 38
Servicing Officer . . . . . . . . . . . . . . . 38
Special Hazard Amount . . . . . . . . . . . . . 38
Special Hazard Loss . . . . . . . . . . . . . . 39
Spread Rate . . . . . . . . . . . . . . . . . . 39
Standard & Poor's . . . . . . . . . . . . . . . 40
Stated Principal Balance. . . . . . . . . . . . 40
Subordinate Percentage. . . . . . . . . . . . . 40
Subordinate Principal Distribution
Amount. . . . . . . . . . . . . . . . . . . . . 40
Subserviced Mortgage Loan . . . . . . . . . . . 41
Subservicer . . . . . . . . . . . . . . . . . . 41
Subservicer Advance . . . . . . . . . . . . . . 41
Subservicing Account. . . . . . . . . . . . . . 41
Subservicing Agreement. . . . . . . . . . . . . 41
Subservicing Fee. . . . . . . . . . . . . . . . 41
Super Senior Certificates . . . . . . . . . . . 41
Super Senior Optimal Percentage . . . . . . . . 41
Super Senior Optimal Principal
Distribution Amount . . . . . . . . . . . . . . 41
Targeted Principal Balance. . . . . . . . . . . 42
Tax Returns . . . . . . . . . . . . . . . . . . 42
Transfer. . . . . . . . . . . . . . . . . . . . 42
Transferee. . . . . . . . . . . . . . . . . . . 42
Transferor. . . . . . . . . . . . . . . . . . . 42
Trust Fund. . . . . . . . . . . . . . . . . . . 42
Uncertificated Accrued Interest . . . . . . . . 42
Uncertificated Pass-Through Rate. . . . . . . . 43
Uncertificated Principal Balance. . . . . . . . 43
Uncertificated REMIC I Regular Interest
T . . . . . . . . . . . . . . . . . . . . . . . 44
Uncertificated REMIC I Regular Interest
U . . . . . . . . . . . . . . . . . . . . . . . 44
Uncertificated REMIC I Regular Interest
V . . . . . . . . . . . . . . . . . . . . . . . 44
Uncertificated REMIC I Regular Interest
W . . . . . . . . . . . . . . . . . . . . . . . 44
Uncertificated REMIC I Regular Interest
X . . . . . . . . . . . . . . . . . . . . . . . 44
Uncertificated REMIC I Regular Interest
Y . . . . . . . . . . . . . . . . . . . . . . . 44
Uncertificated REMIC I Regular Interest
Z:. . . . . . . . . . . . . . . . . . . . . . . 45
Uncertificated REMIC I Regular Interests. . . . 45
Uncertificated REMIC I Regular Interest
T Distribution Amount . . . . . . . . . . . . . 45
Uncertificated REMIC I Regular Interest
U Distribution Amount . . . . . . . . . . . . . 45
Uncertificated REMIC I Regular Interest
V Distribution Amount . . . . . . . . . . . . . 45
Uncertificated REMIC I Regular Interest
W Distribution Amount . . . . . . . . . . . . . 45
Uncertificated REMIC I Regular Interest
X Distribution Amount . . . . . . . . . . . . . 45
Uncertificated REMIC I Regular Interest
Y Distribution Amount . . . . . . . . . . . . . 46
Uncertificated REMIC I Regular Interest
Z Distribution Amount . . . . . . . . . . . . . 46
Uncertificated REMIC I Regular Interest
Distribution Amounts. . . . . . . . . . . . . . 46
Uniform Single Attestation Program for
Mortgage Bankers: . . . . . . . . . . . . . . . 46
Uninsured Cause . . . . . . . . . . . . . . . . 46
United States Person. . . . . . . . . . . . . . 46
Voting Rights . . . . . . . . . . . . . . . . . 46
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
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.. . . . 66
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
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. . . . . . . . . . . . . . . . . . . 84
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. . . . . . 86
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 . . . . . .102
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer . . . . . . . . . .104
Section 4.05. Allocation of Realized Losses. . . . . . .106
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property.
. . . . . . . . . . . . . . .108
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans.
. . . . . . . . . . . . . . . .109
Section 4.08. Distributions on the Uncertificated
REMIC I and REMIC II Regular
Interests. . . . . . . . . . . . . . . . .109
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. . . . .122
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
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 and Trustee
Indemnification. . . . . . . . . . . . . .151
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment. . . . . . . . . . . . . . . . .152
Section 11.02. Recordation of Agreement;
Counterparts . . . . . . . . . . . . . . .155
Section 11.03. Limitation on Rights
of Certificateholders. . . . . . . . . . .155
Section 11.04. Governing Law. . . . . . . . . . . . . . .156
Section 11.05. Notices. . . . . . . . . . . . . . . . . .156
Section 11.06. Notices to Rating Agency . . . . . . . . .157
Section 11.07. Severability of Provisions . . . . . . . .158
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
Exhibit Q: Targeted Principal Balances
This is a Pooling and Servicing Agreement, effective as of
January 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-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, Class
A-6 Component A, Class A-6 Component B, Class A-6 Component C and
Class A-6 Component D and the rights in and to 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.
The following table sets forth the designation, type,
Pass-Through Rate, aggregate Initial Certificate Principal
Balance, Maturity Date, initial ratings and certain features for
each Class of Certificates comprising the interests in the Trust
Fund created hereunder.
Aggregate Initial
Certificate
Pass-Through Principal
Designation Type Rate Balance
Class A-1 Senior 6.875% $173,876,000.00
Class A-2 Senior 7.25 25,000,000.00
Class A-3 Senior 7.00 22,600,422.00
Class A-4 Senior 6.75 15,842,000.00
Class A-5 Senior 6.90 11,649,000.00
Class A-6 Senior See below 73,856,000.00
Class A-7 Senior 7.25 93,000,000.00
Class A-8 Senior 7.25 6,350,000.00
Class A-9 Senior 7.25 20,348,738.00
Class A-10 Senior 9.50 2,511,158.00
Class A-11 Senior 7.10 40,000,000.00
Class A-12 Senior 7.25 15,000,000.00
Class A-13 Senior 0.00 178,301.34
Class R-I Senior 7.25 100.00
Class R-II Senior 7.25 100.00
Class M-1 Mezzanine 7.25 11,941,396.00
Class M-2 Mezzanine 7.25 6,634.109.00
Class M-3 Mezzanine 7.25 5,307,287.00
Class B-1 Subordinate 7.25 3,184,372.00
Class B-2 Subordinate 7.25 1,326,822.00
Class B-3 Subordinate 7.25 2,122,914.66
Maturity Initial Ratings
Designation Features Date S&P Fitch
Class A-1 Senior January 25,2026 AAA AAA
Class A-2 Senior January 25,2026 AAA AAA
Class A-3 Accretion Directed/ January 25,2026 AAA AAA
Senior
Class A-4 Accretion Directed/ January 25,2026 AAA AAA
Senior
Class A-5 Accretion Directed/ January 25,2026 AAA AAA
Senior
Class A-6 Super Senior January 25,2026 AAA AAA
Class A-7 Senior January 25,2026 AAA AAA
Class A-8 Accrual/Senior January 25,2026 AAA AAA
Class A-9 Senior January 25,2026 AAA AAA
Class A-10 Accretion Directed/ January 25,2026 AAA AAA
Senior
Class A-11 Senior/Lockout January 25,2026 AAA AAA
Class A-12 Senior Support/Lockout January 25,2026 AAA AAA
Class A-13 Principal Only/Senior January 25,2026 AAAr AAA
Class R-I Senior/Residual January 25,2026 AAA AAA
Class R-II Senior/Residual January 25,2026 AAA AAA
Class M-1 Mezzanine January 25,2026 AA AA
Class M-2 Mezzanine January 25,2026 A A
Class M-3 Mezzanine January 25,2026 N/A BBB
Class B-1 Subordinate January 25,2026 N/A BB
Class B-2 Subordinate January 25,2026 B B
Class B-3 Subordinate January 25,2026 N/A N/A
The Class A-6 Certificates are comprised of four
Components having the following designations, interest
rates, initial amounts and features:
Interest
Designation Rate Initial Amount Features
Class A-6 7.25% $27,610,000.00 Super Senior
Component A
Class A-6 7.25 30,000,000.00 TAC/Super Senior
Component B
Class A-6 7.25 16,246,000.00 TAC/Accrual/Super Senior
Component C
Class A-6 7.25 0.00 Interest Only/
Component D Super Senior
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $530,728,720.00. The Mortgage Loans are fixed
rate mortgage loans having terms to maturity at origination or
modification of not more than 30 years.
In consideration of the mutual agreements herein contained,
the Company, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A Certificate (other than the
Class A-6 Certificates and Class A-13 Certificates), any Class M
Certificate, any Class B Certificate or any Class R Certificate,
one month's interest accrued at the related Pass-Through Rate on
the Certificate Principal Balance thereof immediately prior to
such Distribution Date. With respect to each Distribution Date,
as to the Class A-6 Certificates, (i) in the case of Class A-6
Component A, one month's interest accrued on the amount of such
Component at a rate of 7.25% per annum, (ii) in the case of
Class A-6 Component B, one month's interest accrued on the amount
of such Component at a rate of 7.25% per annum; (iii) in the case
of Class A-6 Component C, one month's interest accrued on the
amount of such Component at a rate of 7.25% per annum; and (iv)
in
the case of Class A-6 Component D, one month's interest accrued
on
the Notional Amount of such Component at a rate of 7.25% per
annum. 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 or Components will be reduced by the amount of (i)
Prepayment Interest Shortfalls (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as
provided in Section 4.01), (ii) the interest portion (adjusted to
the Net Mortgage Rate) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the interest portion of Advances previously made with
respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of
such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess
Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses and (iv) any other interest shortfalls not
covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not
collectible from the Mortgagor pursuant to the Soldiers' and
Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations as in effect from time to time, with
all such reductions allocated among all of the Certificates and
to
the Excess Spread in proportion to their respective amounts of
Accrued Certificate Interest and the amount of Excess Spread
payable on such Distribution Date which would have resulted
absent
such reductions. With respect to the Class A-6 Certificates on
each Distribution Date that occurs prior to the Class A-6
Accretion Termination Date, interest shortfalls allocable to
Class
A-6 Component C on such Distribution Date will be so allocated by
reducing the amount that is added to the Certificate Principal
Balance thereof in respect of Accrued Certificate Interest
pursuant to Section 4.02(e). With respect to the Class A-8
Certificates on each Distribution Date that occurs prior to the
Class A-8 Accretion Termination Date, interest shortfalls
allocable to the Class A-8 Certificates on such Distribution Date
will be so allocated by reducing the amount that is added to the
Certificate Principal Balance thereof in respect of Accrued
Certificate Interest pursuant to Section 4.02(e). In addition to
that portion of the reductions described in the second preceding
sentence that are allocated to any Class of Class B Certificates
or any Class of Class M Certificates, Accrued Certificate
Interest
on such Class of Class B Certificates or such Class of Class M
Certificates will be reduced by the interest portion (adjusted to
the Net Mortgage Rate) of Realized Losses that are allocated
solely to such Class of Class B Certificates or such Class of
Class M Certificates pursuant to Section 4.05.
Adjusted Lockout Accelerated Distribution Percentage: With
respect to any Distribution Date following the Distribution Date
in January 2001, a percentage equal to the aggregate Certificate
Principal Balance of the Lockout Certificates immediately prior
to
such Distribution Date divided by the aggregate Certificate
Principal Balance of the Lockout, Class M and Class B
Certificates
immediately prior to such Distribution Date, provided that upon
reduction of the Certificate Principal Balances of the Class A
Certificates (other than the Lockout Certificates and the Class
A-
13 Certificates) and Class R Certificates to zero, the Adjusted
Lockout Accelerated Distribution Percentage on any Distribution
Date shall be as follows:
Distribution Date
Adjusted Lockout Accelerated
Distribution Percentage
February 2001 through
January 2002 . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 70% of the
Subordinate Percentage
February 2002 through
January 2003 . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 60% of the
Subordinate Percentage
February 2003 through
January 2004 . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 40% of the
Subordinate Percentage
February 2004 through
January 2005 . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage, plus 20% of the
Subordinate Percentage
February 2005 and
thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Percentage
provided, however, (i) that any scheduled reduction to the
Adjusted Lockout 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 any
Distribution
Date are less than 10% of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B
Certificates and (ii) that for any Distribution Date on which the
Senior Percentage is greater than the initial Senior Percentage,
the Adjusted Lockout Accelerated Distribution Percentage for such
Distribution Date shall be 100%. Notwithstanding the foregoing,
upon the reduction of the aggregate Certificate Principal Balance
of the Lockout Certificates to zero, the Adjusted Lockout
Accelerated Distribution Percentage shall thereafter be 0%.
Adjusted Mortgage Rate: With respect to any Mortgage Loan
and any date of determination, the Mortgage Rate borne by the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Adjusted Senior Accelerated Distribution Percentage: With
respect to any Distribution Date, the percentage indicated below:
Distribution Date
Adjusted Senior Accelerated
Distribution Percentage
February 1996 through
January 2001 . . . . . . . . . . . . . . . . . . . . . . . . . .
100%
February 2001 through
January 2002 . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Senior Percentage, plus 70%
of the sum of the Subordinate
Percentage and the Lockout Percentage
February 2002 through
January 2003 . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Senior Percentage, plus 60%
of the sum of the Subordinate
Percentage and the Lockout Percentage
February 2003 through
January 2004 . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Senior Percentage, plus 40%
of the sum of the Subordinate
Percentage and the Lockout Percentage
February 2004 through
January 2005 . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Senior Percentage, plus 20%
of the sum of the Subordinate
Percentage and the Lockout Percentage
February 2005 and
thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted Senior Percentage
provided, however, (i) that any scheduled reduction to the
Adjusted Senior Accelerated Distribution Percentage described
above shall not occur as of any Distribution Date unless either
(a)(1)(X) the outstanding principal balance of the Mortgage Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding Certificate Principal
Balance of the Class M and Class B Certificates, is less than 50%
or (Y) the outstanding principal balance of Mortgage Loans
delinquent 60 days or more averaged over the last six months, as
a
percentage of the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed
2% and (2) Realized Losses on the Mortgage Loans to date for such
Distribution Date if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing
Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the
sum of the Initial Certificate Principal Balances of the Class M
Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4% and (2)
Realized Losses on the Mortgage Loans to date for any
Distribution
Date are less than 10% of the sum of the Initial Certificate
Principal Balances of the Class M Certificates and Class B
Certificates and (ii) that for any Distribution Date on which the
Adjusted Senior Percentage is greater than the Original Adjusted
Senior Percentage, the Adjusted Senior Accelerated Distribution
Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the
aggregate
Certificate Principal Balance of the Class A Certificates (other
than the Certificate Principal Balance of the Class A-11, Class
A-
12 and Class A-13 Certificates) and Class R Certificates to zero,
the Adjusted Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Adjusted Senior Percentage: As of any Distribution Date,
the lesser of 100% and a fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance
of the Class A Certificates (other than the Certificate Principal
Balance of the Class A-11, Class A-12 and Class A-13
Certificates)
and Class R Certificates immediately prior to such Distribution
Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) (other than the related Discount Fraction of each
Discount Mortgage Loan) immediately prior to such Distribution
Date.
Adjusted Senior Principal Distribution Amount: As defined
in Section 4.02(b)(iv).
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such
first
Person. For the purposes of this definition, "control" means the
power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution
Date, the total of the amounts held in the Custodial Account at
the close of business on the preceding Determination Date on
account of (i) Liquidation Proceeds, Insurance Proceeds,
Principal
Prepayments, Mortgage Loan purchases made pursuant to Section
2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant
to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds,
Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer
has deemed to have been received in the preceding month in
accordance with Section 3.07(b)) and (ii) payments which
represent
early receipt of scheduled payments of principal and interest due
on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser
of (i) the appraised value of such Mortgaged Property based upon
the appraisal made at the time of the origination of the related
Mortgage Loan, and (ii) the sales price of the Mortgaged Property
at such time of origination, except in the case of a Mortgaged
Property securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value determined above or the
appraised value determined in an appraisal at the time of
refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of January 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 prior to
the first anniversary of the Cut-off Date, an amount equal to the
excess, if any, of (A) $183,614 over (B) the aggregate amount of
Bankruptcy Losses allocated solely to one or more specific
Classes
of Certificates in accordance with Section 4.05. As of any date
of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of
(a) the Bankruptcy Amount calculated as of the close of business
on the Business Day immediately preceding the most recent
anniversary of the Cut-off Date coinciding with or preceding such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately
preceding such date of determination) (for purposes of this
definition, the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance of all the Mortgage Loans in the Mortgage
Pool as of the Relevant Anniversary having a Loan-to-Value
Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly
Payment for any Non-Primary Residence Loan remaining in the
Mortgage Pool which had an original Loan-to-Value Ratio of
80% or greater that would result if the Net Mortgage Rate
thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the Net Mortgage Rates of all Mortgage Loans
as of the Relevant Anniversary less 1.25% per annum, (y) a
number equal to the weighted average remaining term to
maturity, in months, of all Non-Primary Residence Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of
all Non-Primary Residence Loans remaining in the Mortgage
Pool divided by the total number of Outstanding Mortgage
Loans in the Mortgage Pool as of the Relevant Anniversary,
and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such
coverage
is reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned
to
any Class of Certificates by such Rating Agency below the lower
of
the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency and
(ii)
provide a copy of such written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a
Deficient Valuation or Debt Service Reduction; provided, however,
that neither a Deficient Valuation nor a Debt Service Reduction
shall be deemed a Bankruptcy Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding
the related Mortgage Loan and either (A) the related Mortgage
Loan
is not in default with regard to payments due thereunder or (B)
delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of
such Mortgage Loan are being advanced on a current basis by the
Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the
name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday
or (ii) a day on which banking institutions in the State of New
York, the State of Michigan, the State of California or the State
of Illinois (and such other state or states in which the
Custodial
Account or the Certificate Account are at the time located) are
required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a
Mortgaged Property, the Company or other source in order to
enable
the Mortgagor to reduce the payments required to be made from the
Mortgagor's funds in the early years of a Mortgage Loan. Buydown
Funds are not part of the Trust Fund prior to deposit into the
Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a
specified amount of interest is paid out of related Buydown Funds
in accordance with a related buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other
than a Mortgage Loan as to which an REO Acquisition occurred, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or
cash recoveries which the Master Servicer reasonably and in good
faith expects to be finally recoverable with respect to such
Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate,
Class B Certificate or Class R Certificate.
Certificate Account: The 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-S1" 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-I Certificate or Class R-II
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-I Certificate or Class R-II
Certificate, registered in the name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest or
Voting
Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or
direction
has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise
specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the
Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the
Depository.
Certificate Principal Balance: With respect to each Class A
Certificate and Class R Certificate, on any date of
determination,
an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, plus (ii)
in
the case of each Class A-6 Certificate, an amount equal to the
aggregate Accrued Certificate Interest added to the amount of
Class A-6 Component C on each Distribution Date on or prior to
the
Class A-6 Accretion Termination Date pursuant to Section 4.02(e)
and in the case of each Class A-8 Certificate, an amount equal to
the aggregate Accrued Certificate Interest added to the
Certificate Principal Balance of such Certificate on each
Distribution Date on or prior to the Class A-8 Accretion
Termination Date pursuant to Section 4.02(e), minus (iii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance or amount
thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate
Principal Balances of the Class B Certificates have been reduced
to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the
highest numerical designation at any given time shall thereafter
be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class B
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate
Principal
Balance of each Class B Certificate of those Class B Certificates
outstanding with the highest numerical designation at any given
time shall be calculated to equal the Percentage Interest
evidenced by such Certificate times the excess, if any, of (A)
the
then aggregate Stated Principal Balance of the Mortgage Loans
over
(B) the then aggregate Certificate Principal Balance of all other
Classes of Certificates then outstanding.
Certificate Register and Certificate Registrar: The
register maintained and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates bearing the
same designation.
Class A Certificate: Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8,
Class A-9, Class A-10, Class A-11, Class A-12 or Class A-13
Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as
Exhibit A, each such Certificate (other than the Class A-6
Certificates) evidencing an interest designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions.
Class A-6 Accretion Termination Date: With respect to Class
A-6 Component C, the earlier to occur of (i) the Distribution
Date
on which the Certificate Principal Balance of the Class A-4
Certificates, Class A-3 Certificates and the Class A-10
Certificates have been reduced to zero and (ii) the Credit
Support
Depletion Date.
Class A-6 Accrual Distribution Amount: As defined in
Section 4.02(a)(ii)(Y)(D).
Class A-6 Component A: With respect to the Class A-6
Certificates, the Component A thereof having, on any date of
determination, an amount equal to $27,610,000 minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to the Class A-6 Certificates and applied to reduce Class
A-6 Component A pursuant to Section 4.02(b), and (y) the
aggregate
of all reductions in Class A-6 Component A deemed to have
occurred
in connection with Realized Losses which were previously
allocated
to Class A-6 Component A pursuant to Section 4.05, being an
uncertificated interest representing an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class A-6 Component B: With respect to the Class A-6
Certificates, the Component B thereof having, on any date of
determination, an amount equal to $30,000,000 minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to the Class A-6 Certificates and applied to reduce Class
A-6 Component B pursuant to Section 4.02(b), and (y) the
aggregate
of all reductions in Class A-6 Component A deemed to have
occurred
in connection with Realized Losses which were previously
allocated
to Class A-6 Component A pursuant to Section 4.05, being an
uncertificated interest representing an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC
Provisions.
Class A-6 Component C: With respect to the Class A-6
Certificates, the Component C thereof having, on any date of
determination, an amount equal to $16,246,000, plus (ii) an
amount
equal to the aggregate Accrued Certificate Interest added to the
amount of Class A-6 Component C on each Distribution Date on or
prior to the Class A-6 Accretion Termination Date pursuant to
Section 4.02(e), minus (iii) the sum of (x) the aggregate of all
amounts previously distributed with respect to the Class A-6
Certificates and applied to reduce Class A-6 Component C pursuant
to Section 4.02(b), and (y) the aggregate of all reductions in
Class A-6 Component C deemed to have occurred in connection with
Realized Losses which were previously allocated to Class A-6
Component C pursuant to Section 4.05, being an uncertificated
interest representing an interest designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions.
Class A-6 Component D: With respect to the Class A-6
Certificates, the Component D thereof having a Notional Amount as
set forth in this Agreement and entitled to distributions of
interest (but not principal) to the extent set forth in this
Agreement, being an uncertificated interest representing an
interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A-8 Accretion Termination Date: With respect to
Class A-8 Certificates, the earlier to occur of (i) the
Distribution Date on which the Certificate Principal Balance of
the Class A-5 Certificates, Class A-3 Certificates and Class A-10
Certificates have been reduced to zero and (ii) the Credit
Support
Depletion Date.
Class A-8 Accrual Distribution Amount: As defined in
Section 4.02(a)(ii)(Y)(E).
Class A-13 Collection Shortfall: With respect to the Final
Disposition of a Discount Mortgage Loan and any Distribution
Date,
the excess of the amount described in Section 4.02(b)(i)(C)(1)
over the amount described in Section 4.02(b)(i)(C)(2).
Class A-13 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,
Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is
greater
than or equal to 1.25%.
Class B-2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
B-2 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-2 Certificates and
Class B-3 Certificates immediately prior to such Distribution
Date
divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such Distribution Date is greater than or equal to 0.65%.
Class B-3 Percentage: With respect to any Distribution
Date, a fraction expressed as a percentage, the numerator of
which
is the aggregate Certificate Principal Balance of the Class B-3
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all the
Mortgage Loans (or related REO Properties) (other than 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
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 3.50%.
Class M-3 Percentage: With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is
the aggregate Certificate Principal Balance of the Class M-3
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the
related
Discount fraction of each Discount Mortgage Loan) immediately
prior to such Distribution Date.
Class M-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-3 Certificates,
Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date divided
by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 2.25%.
Class R Certificate: Any one of the Class R-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.
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: January 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.
Component: Any of Class A-6 Component A, Class A-6
Component B, Class A-6 Component C and Class A-6 Component D.
Cooperative: A private, cooperative housing corporation
organized under the laws of, and headquartered in, the State of
New York which owns or leases land and all or part of a building
or buildings located in the State of New York, including
apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other
things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the
Mortgagor has an exclusive right to occupy pursuant to the terms
of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to
the related Cooperative Stock, which lease or agreement confers
an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the
Cooperative Lease, (iv) financing statements and (v) a stock
power
(or other similar instrument), and ancillary thereto, a
recognition agreement between the Cooperative and the originator
of the Cooperative Loan, each of which was transferred and
assigned to the Trustee pursuant to Section 2.01 and are from
time
to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single outstanding class of stock, partnership interest or other
ownership instrument in the related Cooperative.
Cooperative Stock Certificate: With respect to a
Cooperative Loan, the stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee
at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at
the date of the execution of this instrument is located at Four
Albany Street, New York, New York 10006, Attention: Residential
Funding Corporation Series 1996-S1.
Credit Support Depletion Date: The first Distribution Date
on which the Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor
which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts
created and maintained pursuant to Section 3.07 in the name of a
depository institution, as custodian for the holders of the
Certificates, for the holders of certain other interests in
mortgage loans serviced or sold by the Master Servicer and for
the
Master Servicer, into which the amounts set forth in Section 3.07
shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
Custodial Agreement: An agreement that may be entered into
among the Company, the Master Servicer, the Trustee and a
Custodian in substantially the form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial
Agreement.
Cut-off Date: January 1, 1996.
Cut-off Date Principal Balance: As to any Mortgage Loan,
the unpaid principal balance thereof at the Cut-off Date after
giving effect to all installments of principal due on or prior
thereto, whether or not received.
Debt Service Reduction: With respect to any Mortgage Loan,
a reduction in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent jurisdiction in a proceeding under
the Bankruptcy Code, except such a reduction constituting a
Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under the Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the
Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be
replaced with a Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial
Depository
for purposes of registering those Certificates that are to be
Book-Entry Certificates is Cede & Co. The Depository shall at
all
times be a "clearing corporation" as defined in Section 8-102(3)
of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of
Section
17A of the Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other
financial institution or other Person for whom from time to time
a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Determination Date: With respect to any Distribution Date,
the 20th day (or if such 20th day is not a Business Day, the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage
Loan, the fraction expressed as a percentage, the numerator of
which is 7.25% minus the Net Mortgage Rate (or the initial Net
Mortgage Rate with respect to any Discount Mortgage Loans as to
which the Mortgage Rate is modified pursuant to 3.07(a)) for such
Mortgage Loan and the denominator of which is 7.25%. The
Discount
Fraction with respect to each Discount Mortgage Loan is set forth
on Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of less than
7.25% 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
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)(F) hereof),
(iii) the Class A-13 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 at the applicable Spread Rate, calculated
on
the basis of a 360-day year consisting of twelve 30-day months.
Excess Spread on any Distribution Date will be reduced by the
interest shortfalls described in clauses (i) through (iv) of the
fourth sentence of the definition of Accrued Certificate
Interest,
to the extent allocated thereto pursuant to the provisions of
such
definition.
Excess Subordinate Principal Amount: With respect to any
Distribution Date on which the Certificate Principal Balance of
the most subordinate class or classes of Certificates (as
established in Section 4.05 hereof) then outstanding is to be
reduced to zero and on which Realized Losses are to be allocated
to such class or classes, the excess, if any, of (i) the amount
that would otherwise be distributable in respect of principal on
such class or classes of Certificates on such Distribution Date
over (ii) the excess, if any, of the Certificate Principal
Balance
of such class or classes of Certificates immediately prior to
such
Distribution Date over the aggregate amount of Realized Losses to
be allocated to such classes of Certificates on such Distribution
Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with
respect to a Mortgaged Property or Mortgage Loan causing or
resulting in a loss which causes the liquidation of such Mortgage
Loan:
(a) losses that are of the type that would be
covered by the fidelity bond and the errors and omissions
insurance policy required to be maintained pursuant to
Section 3.12(b) but are in excess of the coverage maintained
thereunder;
(b) nuclear reaction or nuclear radiation or
radioactive contamination, all whether controlled or
uncontrolled, and whether such loss be direct or indirect,
proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or
war, including action in hindering, combatting or defending
against an actual, impending or expected attack:
1. by any government or sovereign power, de
jure or de facto, or by any authority maintaining or
using military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government,
power, authority or forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil
war, usurped power or action taken by governmental authority
in hindering, combatting or defending against such an
occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan
caused by or resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any
successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended,
or any successor thereto.
Final Distribution Date: The Distribution Date on which the
final distribution in respect of the Certificates will be made
pursuant to Section 9.01 which Final Distribution Date shall in
no
event be later than the end of the 90-day liquidation period
described in Section 9.03.
Fitch: Fitch Investors Service, L.P. or its successor in
interest.
FNMA: Federal National Mortgage Association, a federally
chartered and privately owned corporation organized and existing
under the Federal National Mortgage Association Charter Act, or
any successor thereto.
Foreclosure Profits: As to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess, if any, of
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of
all amounts reimbursable therefrom pursuant to Section
3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for
which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property (determined, in the
case of an REO Disposition, in accordance with Section 3.14) plus
accrued and unpaid interest at the Mortgage Rate on such unpaid
principal balance from the Due Date to which interest was last
paid by the Mortgagor to the first day of the month following the
month in which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after
the Cut-off Date, an amount equal to: (Y) prior to the 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
extent such proceeds are payable to the mortgagee under the
Mortgage, any Subservicer, the Master Servicer or the Trustee and
are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing
mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance
Policy or any successor thereto or the named insurer in any
replacement policy.
Late Collections: With respect to any Mortgage Loan, all
amounts received during any Due Period, whether as late payments
of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds
or otherwise, which represent late payments or collections of
Monthly Payments due but delinquent for a previous Due Period and
not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking of an entire Mortgaged Property by exercise of the power
of
eminent domain or condemnation or in connection with the
liquidation of a defaulted Mortgage Loan through trustee's sale,
foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction,
expressed as a percentage, the numerator of which is the current
principal balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the related Mortgaged Property.
Lockout Certificates: Any one of the Class A-11
Certificates or Class A-12 Certificates.
Lockout Percentage: As of any Distribution Date, a
fraction, expressed as a percentage, equal to the aggregate
Certificate Principal Balance of the Lockout Certificates
immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) (other than the Discount Fraction of
the Discount Mortgage Loans) immediately prior to such
Distribution Date.
Maturity Date: The latest possible maturity date, solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, by which the Certificate Principal Balance of each
Class of Certificates representing a regular interest in REMIC II
and the Uncertificated Principal Balance of each REMIC I Regular
Interest and the rights to the Excess Spread would be reduced to
zero, which is January 25, 2026, the Distribution Date
immediately
following the latest scheduled maturity date of any Mortgage
Loan.
Monthly Payment: With respect to any Mortgage Loan
(including any REO Property) and any Due Date, the payment of
principal and interest due thereon in accordance with the
amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations
occurring prior to such Due Date but before any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or
similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor
in interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan which is not a Cooperative Loan, the mortgage, deed
of trust or other comparable instrument creating a first lien on
an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section
2.01 pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans
attached hereto as Exhibit F (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans),
which list shall set forth at a minimum the following information
as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC
LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY
DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR
NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Spread Rate ("SPREAD");
(viii) the initial scheduled monthly payment of
principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL
BAL");
(x) the Loan-to-Value Ratio at origination
("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE,"
indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively
set forth all of the information requested.
Mortgage Loans: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund,
the Mortgage Loans originally so held being identified in the
initial Mortgage Loan Schedule, and Qualified Substitute Mortgage
Loans held or deemed held as part of the Trust Fund including,
without limitation, (i) with respect to each Cooperative Loan,
the
related Mortgage Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock Certificate, Cooperative
Lease and Mortgage File and all rights appertaining thereto, and
(ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and
all rights appertaining thereto.
Mortgage Note: The originally executed note or other
evidence of indebtedness evidencing the indebtedness of a
Mortgagor under a Mortgage Loan, together with any modification
thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum
rate of interest equal to the Adjusted Mortgage Rate less the per
annum rate at which the Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a
Discount Mortgage Loan.
Non-Primary Residence Loans: The Mortgage Loans designated
as secured by second or vacation residences, or by non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable Advance: Any Advance previously made or
proposed to be made by the Master Servicer in respect of a
Mortgage Loan (other than a Deleted Mortgage Loan) which, in the
good faith judgment of the Master Servicer, will not, or, in the
case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds, REO Proceeds or amounts
reimbursable to the Master Servicer pursuant to Section 4.02(a)
hereof.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at
the time of reference thereto, is not subject to a Subservicing
Agreement.
Notional Amount: As of any Distribution Date, with respect
to Class A-6 Component D, an amount equal to the sum of (i)
8/145th of the aggregate Certificate Principal Balance of the
Class A-1 Certificates immediately prior to such date, (ii)
2/29th
of the aggregate Certificate Principal Balance of the Class A-4
Certificates immediately prior to such date, (iii) 7/145th of the
aggregate Certificate Principal Balance of the Class A-5
Certificates immediately prior to such date and (iv) 3/145th of
the aggregate Certificate Principal Balance of the Class A-11
Certificates immediately prior to such date.
Officers' Certificate: A certificate signed by the Chairman
of the Board, the President or a Vice President or Assistant Vice
President, 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 Adjusted Senior Percentage: The fraction,
expressed as a percentage, the numerator of which is the
aggregate
Initial Certificate Principal Balance of the Class A Certificates
(excluding the Certificate Principal Balance of the Class A-11,
Class A-12 and Class A-13 Certificates) and Class R Certificates
and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans (other than the related Discount
Fraction of the Discount Mortgage Loans), which is approximately
83.85% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage
Loan (including an REO Property) which was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition
and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Owner or Holder: With respect to the Excess Spread,
Residential Funding, as the owner of all right, title and
interest
in and to the Excess Spread. Solely for the purpose of giving
any
consent or direction pursuant to this Agreement, as long as
Residential Funding or any Affiliate thereof is Master Servicer
and the Excess Spread remains uncertificated, the Voting Rights
evidenced thereby shall not be taken into account in determining
whether the requisite amount of Voting Rights necessary to effect
any such consent or direction has been obtained.
Ownership Interest: As to any Certificate, any ownership or
security interest in such Certificate, including any interest in
such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as
owner
or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates
(other than the Class A-6 Certificates and Class A-13
Certificates), Class M Certificates, Class B Certificates and
Class R Certificates and any Distribution Date, the per annum
rate
set forth in the Preliminary Statement hereto. The Class A-13
Certificates have no Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other
than a Class R Certificate), the undivided percentage ownership
interest in the related Class evidenced by such Certificate,
which
percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate
Initial Certificate Principal Balance of all of the Certificates
of the same Class. With respect to a Class R Certificate, the
interest in distributions to be made with respect to such Class
evidenced thereby, expressed as a percentage, as stated on the
face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to
principal and interest by the United States or any agency or
instrumentality thereof when such obligations are backed by
the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified
in clause (i) maturing not more than one month from the date
of acquisition thereof, provided that the unsecured
obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit,
demand deposits, time deposits and bankers' acceptances
(which shall each have an original maturity of not more than
90 days and, in the case of bankers' acceptances, shall in
no event have an original maturity of more than 365 days or
a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or
trust company incorporated under the laws of the United
States or any state thereof or of any domestic branch of a
foreign depository institution or trust company; provided
that the debt obligations of such depository institution or
trust company (or, if the only Rating Agency is Standard &
Poor's, in the case of the principal depository institution
in a depository institution holding company, debt
obligations of the depository institution holding company)
at the date of acquisition thereof have been rated by each
Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is
Standard & Poor's and if the depository or trust company is
a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately
rated, the applicable rating shall be that of the bank
holding company; and, provided further that, if the original
maturity of such short-term obligations of a domestic branch
of a foreign depository institution or trust company shall
exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard &
Poor's is the Rating Agency;
(iv) commercial paper (having original maturities
of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof
which on the date of acquisition has been rated by each
Rating Agency in its highest short-term rating available;
provided that such commercial paper shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified
investment fund rated by each Rating Agency in its highest
long-term rating available; and
(vi) other obligations or securities that are
acceptable to each Rating Agency as a Permitted Investment
hereunder and will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower
of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency,
as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment
if it represents, either (1) the right to receive only interest
payments with respect to the underlying debt instrument or (2)
the
right to receive both principal and interest payments derived
from
obligations underlying such instrument and the principal and
interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of
such underlying obligations. References herein to the highest
rating available on unsecured long-term debt shall mean AAA in
the
case of Standard & Poor's and Fitch and Aaa in the case of
Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of
Moody's and either A-1 by Standard & Poor's, P-1 by Moody's or
F-1
by Fitch in the case of Fitch.
Permitted Transferee: Any Transferee of a Class R
Certificate, other than a Disqualified Organization or Non-United
States Person.
Person: Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.
Pool Stated Principal Balance: As to any date of
determination, the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding Mortgage Loan on the
Due Date in the month preceding the month of such date of
determination.
Prepayment Assumption: A prepayment assumption of 275% of
the standard prepayment assumption, used for determining the
accrual of original issue discount and market discount and
premium
on the Certificates for federal income tax purposes. The
standard
prepayment assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then outstanding
principal
balance of such mortgage loans in the first month of the life of
the mortgage loans, increasing by an additional 0.2% per annum in
each succeeding month until the thirtieth month, and a constant
6%
per annum rate of prepayment thereafter for the life of the
mortgage loans.
Prepayment Distribution Percentage: With respect to any
Distribution Date and each Class of Class M Certificates and
Class
B Certificates, under the applicable circumstances set forth
below, the respective percentages set forth below:
(i) For any Distribution Date prior to the Distribution
Date in February 2001 (unless the Certificate
Principal Balances of the Class A Certificates,
other than the Class A-13 Certificates, have been
reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of
Class M or Class B Certificates are outstanding not
discussed in clause (i) above:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the
lowest numerical designation and each other Class of
Class M Certificates and Class B Certificates for
which the related Prepayment Distribution Trigger
has been satisfied, a fraction, expressed as a
percentage, the numerator of which is the
Certificate Principal Balance of such Class
immediately prior to such date and the denominator
of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the
Class of Class M Certificates then outstanding with
the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding,
the Class of Class B Certificates then outstanding
with the lowest numerical designation and (2) all
other Classes of Class M Certificates and Class B
Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of
Class M Certificates and Class B Certificates for
which the Prepayment Distribution Triggers have not
been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the
application of the foregoing percentages on any Distribution
Date as provided in Section 4.02 (determined without regard
to the proviso to the definition of "Subordinate Principal
Distribution Amount") would result in a distribution in
respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater
than the remaining Certificate Principal Balance thereof
(any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class
shall be reduced to a level that, when applied as described
above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment
Distribution Percentage of each other Class of Class M
Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance
with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had
been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to
their respective Recalculated Percentages (the portion of
such aggregate reduction so allocated to any Non-Maturing
Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the
sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each
Maturing Class had not been reduced to zero, plus (2) the
related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger,
Class B-1 Prepayment Distribution Trigger, Class B-2 Prepayment
Distribution Trigger or Class B-3 Prepayment Distribution
Trigger.
Prepayment Interest Shortfall: As to any Distribution Date
and any Mortgage Loan (other than a Mortgage Loan relating to an
REO Property) that was the subject of (a) a Principal Prepayment
in Full during the related Prepayment Period, an amount equal to
the excess of one month's interest at the Net Mortgage Rate on
the
Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate) paid by the
Mortgagor
for such Prepayment Period to the date of such Principal
Prepayment in Full or (b) a Curtailment during the prior calendar
month, an amount equal to one month's interest at the Net
Mortgage
Rate on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the
calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage
guaranty insurance or any replacement policy therefor referred to
in Section 2.03(b)(iv) and (v).
Principal Prepayment: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the
form of Liquidation Proceeds or Insurance Proceeds, which is
received in advance of its scheduled Due Date and is not
accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or
months subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made
by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Program Guide: Collectively, the Seller Guide and the
Servicer Guide for Residential Funding's mortgage loan purchase
and conduit servicing program and all supplements and amendments
thereto published by Residential Funding from time to time.
Purchase Price: With respect to any Mortgage Loan (or REO
Property) required to be purchased on any date pursuant to
Section
2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100%
of the Stated Principal Balance thereof plus the principal
portion
of any related unreimbursed Advances and (ii) unpaid accrued
interest at the Adjusted Mortgage Rate (or at the Net Mortgage
Rate in the case of a purchase made by the Master Servicer) on
the
Stated Principal Balance thereof to the first day of the month
following the month of purchase from the Due Date to which
interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan
substituted by Residential Funding or the Company for a Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding principal balance, after deduction of the
principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one
Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in
excess of the Stated Principal Balance of the Deleted Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net Mortgage Rate no lower than
and not more than 1% per annum higher than the Mortgage Rate and
Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as
of the date of substitution; (iii) have a Loan-to-Value Ratio at
the time of substitution no higher than that of the Deleted
Mortgage Loan at the time of substitution; (iv) have a remaining
term to stated maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan; (v) comply
with
each representation and warranty set forth in Sections 2.03 and
2.04 hereof and Section 4 of the Assignment Agreement; and (vi)
have a Spread Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x)
with respect to any Qualified Substitute Mortgage Loan
substituted
for a Deleted Mortgage Loan which was a Discount Mortgage Loan,
such Qualified Substitute Mortgage Loan shall be deemed to be a
Discount Mortgage Loan and to have a Discount Fraction equal to
the Discount Fraction of the Deleted Mortgage Loan and (y) in the
event that the "Spread Rate" of any Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Spread Rate" is
greater than the Spread Rate of the related Deleted Mortgage Loan
(i) the Spread Rate of such Qualified Substitute Mortgage Loan
shall be equal to the Spread Rate of the related Deleted Mortgage
Loan for purposes of calculating the Excess Spread and (ii) the
excess of the Spread Rate on such Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Spread Rate"
over the Spread Rate on the related Deleted Mortgage Loan shall
be
payable to the Class R-I Certificates pursuant to Section 4.02
hereof.
Rating Agency: Fitch and Standard & Poor's with respect to
the Class A, Class R, Class M-1, Class M-2 and Class B-2
Certificates and Fitch with respect to the Class M-3 Certificates
and Class B-1 Certificates. If either agency or a successor is
no
longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by
the Company, notice of which designation shall be given to the
Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has
occurred, an amount (not less than zero) equal to (i) the Stated
Principal Balance of the Mortgage Loan (or REO Property) as of
the
date of Cash Liquidation or REO Disposition, plus (ii) interest
(and REO Imputed Interest, if any) at the Net Mortgage Rate from
the Due Date as to which interest was last paid or advanced to
Certificateholders 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
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-I Certificate or Class R-II 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, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain
proceeds thereof.
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 A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2,
Class B-3 and 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, Class A-13, 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
from
time to time under this Agreement, the Program Guide or the
related Subservicing Agreement in respect of such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee,
any officer of the Corporate Trust Department of the Trustee,
including any Senior Vice President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom, with
respect to a particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting forth
the Discount Fractions with respect to the Discount Mortgage
Loans, attached hereto as Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator
in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to
such
Mortgage Loan.
Seller's Agreement: An agreement for the origination and
sale of Mortgage Loans generally in the form of the Seller
Contract referred to or contained in the Program Guide, or in
such
other form as has been approved by the Master Servicer and the
Company, each containing representations and warranties in
respect
of one or more Mortgage Loans.
Senior Percentage: As of any Distribution Date, the lesser
of 100% and a fraction, expressed as a percentage, the numerator
of which is the aggregate Certificate Principal Balance of the
Class A Certificates (other than the Certificate Principal
Balance
of Class A-13 Certificates) and Class R Certificates immediately
prior to such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) (other than the related
Discount
Fraction of each Discount Mortgage Loan) immediately prior to
such
Distribution Date.
Senior Principal Distribution Amount: As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount remaining after the distribution of all
amounts required to be distributed pursuant to Section 4.02(a)(i)
and (ii)(X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii).
Senior Support Certificates: Any of the Class A-12
Certificates.
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a
default, delinquency or other unanticipated event by the Master
Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures,
(iii)
the management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.08,
3.12(a)
and 3.14.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master Servicer
in respect of master servicing compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV FEE" for such Mortgage Loan, as may be adjusted with respect
to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and specimen signature appear on
a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an
amount equal to $5,307,287 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 54.49% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged
Properties located in the State of California) and (ii) the
aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the largest Mortgage Loan secured
by a Mortgaged Property located in the State of California.
The Special Hazard Amount may be further reduced by the
Master Servicer (including accelerating the manner in which
coverage is reduced) provided that prior to any such reduction,
the Master Servicer shall (i) obtain written confirmation from
each Rating Agency that such reduction shall not reduce the
rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency
and
(ii) provide a copy of such written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the
cost of the lesser of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property on account of direct
physical loss, exclusive of (i) any loss of a type covered by a
hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to
Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any
Extraordinary Loss.
Spread Rate: With respect to each Mortgage Loan, a per
annum rate equal to the excess of (a) the Net Mortgage Rate of
such Mortgage Loan over (b) 7.25% per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in
interest.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property, at any given time, (i) the Cut-off Date
Principal Balance of the Mortgage Loan, minus (ii) the sum of (a)
the principal portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due Period ending
prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property,
and all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds,
to the extent applied by the Master Servicer as recoveries of
principal in accordance with Section 3.14 with respect to such
Mortgage Loan or REO Property, in each case which were
distributed
pursuant to Section 4.02 on any previous Distribution Date, and
(c) any Realized Loss allocated to Certificateholders with
respect
thereto for any previous Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100%
minus the Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to
any Distribution Date and each Class of Class M Certificates and
Class B Certificates, (a) the sum of (i) the product of (x) the
related Class M Percentage or Class B Percentage for such Class
and (y) the aggregate of the amounts calculated for such
Distribution Date under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M
Certificates and Class B Certificates then outstanding, of the
principal collections described in Section 4.02(a)(ii)(Y)(B)(b)
to
the extent such collections are not otherwise distributed to the
Class A Certificates and Class R Certificates; (iii) the product
of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments
received in the related Prepayment Period (other than the related
Discount Fraction of such Principal Payments in Full and
Curtailments with respect to a Discount Mortgage Loans) to the
extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of
Certificates then outstanding (as established in Section 4.05
hereof), any Excess Subordinate Principal Amount for such
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 Certificates: Any one of the Class A-6
Certificates.
Super Senior Optimal Percentage: As of any Distribution
Date occurring on or after the Credit Support Depletion Date, the
fraction, expressed as a percentage, the numerator of which is
the
aggregate Certificate Principal Balance of the Super Senior
Certificates immediately prior to such Distribution Date and the
denominator of which is the aggregate Certificate Principal
Balance of all Senior Certificates (other than the Certificate
Principal Balance of the Class A-13 Certificates) immediately
prior to such Distribution Date.
Super Senior Optimal Principal Distribution Amount: With
respect to any Distribution Date occurring on or after the Credit
Support Depletion Date, the product of (a) the then-applicable
Super Senior Optimal Percentage and (b) the balance of the
Available Distribution Amount remaining after the Senior Interest
Distribution Amount and the distributions of principal payable to
the Class A-13 Certificates have been distributed.
Targeted Principal Balance: With respect to Class A-6
Component B and Class A-6 Component C and each Distribution Date,
the amount set forth for such Component on such Distribution Date
in Exhibit Q hereto.
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.
Uncertificated Accrued Interest: With respect to each
Distribution Date, (i) as to Uncertificated REMIC I Regular
Interest T, 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 Certificates if the Pass-
Through Rate on such Classes were equal to the Pass-Through Rate
on Uncertificated REMIC I Regular Interest T, (ii) 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-4
Certificates if the Pass-Through Rate on such Classes were equal
to the Uncertificated Pass-Through Rate on Uncertificated REMIC I
Regular Interest U, (iii) 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-5 Certificates if the
Pass-Through Rate on such Classes were equal to the
Uncertificated
Pass-Through Rate on Uncertificated REMIC I Regular Interest V,
(iv) 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-11 Certificates, if the Pass-Through Rate on such Class
were equal to the Uncertificated Pass-Through Rate on
Uncertificated REMIC I Regular Interest W, (v) 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-13
Certificates, if the Pass-Through Rate on such Class were equal
to
the Uncertificated Pass-Through Rate on Uncertificated REMIC I
Regular Interest X, (vi) 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-8, Class A-9, Class A-10, 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 Class A-6 Component A, Class A-6 Component B and
Class A-6 Component C, if the Pass-Through Rates (or, in the case
of Components, the rate at which interest accrues thereon) on
such
Classes or Components were equal to the Uncertificated
Pass-Through Rate on Uncertificated REMIC I Regular Interest Y
and
(vii) as to the Uncertificated REMIC I Regular Interest Z, an
amount equal to one month's interest at the Uncertificated
Pass-Through Rate for the Uncertificated REMIC I Regular Interest
Z on the aggregate principal balance of the Mortgage Loans
reduced
by the pro rata share of the Uncertificated REMIC I Regular
Interest Z in 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 T, U, V, W, X, Y and
Z, 7.25%, 7.25%, 7.25%, 7.25%, 0.00%, 7.25%, and the weighted
average of the Spread Rates for the Mortgage Loans, respectively.
Uncertificated Principal Balance: With respect to each
Uncertificated REMIC I Regular Interest on any date of
determination, an amount equal to $173,876,000 with respect to
Uncertificated REMIC I Regular Interest T, an amount equal to
$15,842,000 with respect to Uncertificated REMIC I Regular
Interest U, an amount equal to $11,649,000 with respect to
Uncertificated REMIC I Regular Interest V, $40,000,000 with
respect to Uncertificated REMIC I Regular Interest W, $178,301
with respect to Uncertificated REMIC I Regular Interest X,
$289,183,319 with respect to Uncertificated REMIC I Regular
Interest Y and $0 with respect to Uncertificated REMIC I Regular
Interest 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 T: 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 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 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
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 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-5 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-11 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 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-13 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-8, Class A-9, Class A-10, 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 the sum of the amounts of Class A-6
Component A, Class A-6 Component B and Class A-6 Component C 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 Z: An
uncertificated partial undivided beneficial ownership interest in
REMIC I having a principal balance equal to $0 and a notional
amount equal to the aggregate Stated Principal Balance of the
Mortgage Loans and REO Property from time to time, and which
bears
interest on its notional amount at a rate equal to the weighted
average of the Spread Rates for the Mortgage Loans.
Uncertificated REMIC I Regular Interests: Uncertificated
REMIC I Regular Interest T, 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 Interest Z.
Uncertificated REMIC I Regular Interest T Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interest T for such Distribution Date pursuant to Section
4.08(a).
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 Interest Z Distribution
Amount: With respect to any Distribution Date, the sum of the
amounts deemed to be distributed on the Uncertificated REMIC I
Regular Interest Z for such Distribution Date pursuant to Section
4.08(a).
Uncertificated REMIC I Regular Interest Distribution
Amounts: The Uncertificated REMIC I Regular Interest T
Distribution Amount, 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 Interest Z
Distribution Amount.
Uniform Single Attestation Program for Mortgage Bankers:
The Uniform Single Attestation Program for Mortgage Bankers, as
published by the Mortgage Bankers Association of America and
effective with respect to fiscal periods ending on or after
December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to
a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
Voting Rights: The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. 98.0% of
all of the Voting Rights shall be allocated among Holders of
Certificates, respectively, other than the Class R-I Certificates
and Class R-II Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates;
1% of all Voting Rights shall be allocated to the Owner of the
Excess Spread and the Holders of the Class R-I Certificates and
Class R-II Certificates shall be entitled to 0.5% and 0.5% of all
of the Voting Rights, respectively, allocated among the
Certificates of each such Class in accordance with their
respective Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and
delivery hereof, does hereby assign to the Trustee without
recourse all the right, title and interest of the Company in and
to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans after the
Cut-off Date (other than payments of principal and interest due
on
the Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set
forth in Section 2.01(c) below, the Company does hereby deliver
to, and deposit with, the Trustee, or to and with one or more
Custodians, as the duly appointed agent or agents of the Trustee
for such purpose, the following documents or instruments (or
copies thereof as permitted by this Section) (I) with respect to
each Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof
to the Person endorsing it to the Trustee, or with respect
to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of
recording indicated thereon or a copy of the Mortgage
certified by the public recording office in which such
Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to
the Trustee with evidence of recording indicated thereon or
a copy of such assignment certified by the public recording
office in which such assignment has been recorded;
(iv) The original recorded assignment or
assignments of the Mortgage showing an unbroken chain of
title from the originator thereof to the Person assigning it
to the Trustee or a copy of such assignment or assignments
of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification,
assumption agreement or preferred loan agreement, if any,
relating to such Mortgage Loan or a copy of each
modification, assumption agreement or preferred loan
agreement certified by the public recording office in which
such document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed
without recourse to the order of the Trustee and showing an
unbroken chain of endorsements from the originator thereof
to the Person endorsing it to the Trustee, or with respect
to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage
Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an
unbroken chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with
respect to such Cooperative Loan, together with an undated
stock power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect
to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each
with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the
Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of
the security interest referenced in clause (vi) above
showing an unbroken chain of title from the originator to
the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of
the originator in the Security Agreement, Assignment of
Proprietary Lease and the recognition agreement referenced
in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Cooperative Loan; and
(x) An executed UCC-1 financing statement
showing the Master Servicer as debtor, the Company as
secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and
the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the
Cooperative Loans.
(c) The Company may, in lieu of delivering the documents
set forth in Section 2.01(b)(I)(iv) and (v) and Section
(b)(II)(ii), (iv), (vii), (ix) and (x) to the Trustee or the
Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer shall hold such documents in
trust for the use and benefit of all present and future
Certificateholders and the Owner of Excess Spread until such time
as is set forth below. Within ten Business Days following the
earlier of (i) the receipt of the original of each of the
documents or instruments set forth in Section 2.01(b)(I)(iv) and
(v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents
with respect to any or all of the Mortgage Loans then being held
by the Master Servicer, the Master Servicer shall deliver a
complete set of such documents to the Trustee or the Custodian or
Custodians that are the duly appointed agent or agents of the
Trustee.
On the Closing Date, the Master Servicer shall certify that
it has in its possession an original or copy of each of the
documents referred to in Section 2.01(b)(I)(iv) and (v) and
Section (b)(II)(ii), (iv), (vii), (ix) and (x) which has been
delivered to it by the Company. Every six months after the
Closing Date, for so long as the Master Servicer is holding
documents pursuant to this Section 2.01(c), the Master Servicer
shall deliver to (i) Moody's if it is one of the Rating Agencies,
(ii) the Trustee and (iii) each Custodian a report setting forth
the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage
Loan the Company cannot deliver the Mortgage, any assignment,
modification, assumption agreement or preferred loan agreement
(or
copy thereof certified by the public recording office) with
evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by
the
public recording office where such Mortgage, assignment,
modification, assumption agreement or preferred loan agreement as
the case may be, has been delivered for recordation, the Company
shall deliver or cause to be delivered to the Trustee or the
respective Custodian a true and correct photocopy of such
Mortgage, assignment, modification, assumption agreement or
preferred loan agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the
Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in
states where, in the opinion of counsel acceptable to the Trustee
and the Master Servicer, such recording is not required to
protect
the Trustee's interests in the Mortgage Loan against the claim of
any subsequent transferee or any successor to or creditor of the
Company or the originator of such Mortgage Loan and shall
promptly
cause to be filed the Form UCC-3 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 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 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 $224,100.46 (the
"Initial Monthly Payment Fund"), representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due
Date in February 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 February 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 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)(5) of the Code, any such cure or repurchase
must occur within 90 days from the date such breach was
discovered. The Purchase Price for any such Mortgage Loan,
whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the
Custodial Account maintained by it pursuant to Section 3.07 and,
upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute
and deliver such instruments of transfer or assignment prepared
by
the Master Servicer, in each case without recourse, as shall be
necessary to vest in the Seller or its designee or the
Subservicer
or its designee, as the case may be, any Mortgage Loan released
pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case may be,
to so cure or purchase any Mortgage Loan as to which a material
defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission
available to Certificateholders and the Owner of the Excess
Spread
or the Trustee on behalf of the Certificateholders or such Owner.
Section 2.03. Representations, Warranties and Covenants
of the Master Servicer and the Company .
(a) The Master Servicer hereby represents and warrants
to the Trustee for the benefit of the Certificateholders and the
Owner of the Excess Spread that:
(i) The Master Servicer is a corporation duly
organized, validly existing and in good standing under the
laws governing its creation and existence and is or will be
in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in
accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement
by the Master Servicer and its performance and compliance
with the terms of this Agreement will not violate the Master
Servicer's Certificate of Incorporation or Bylaws or
constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a material default)
under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization,
execution and delivery by the Trustee and the Company,
constitutes a valid, legal and binding obligation of the
Master Servicer, enforceable against it in accordance with
the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and
to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at
law;
(iv) The Master Servicer is not in default with
respect to any order or decree of any court or any order,
regulation or demand of any Federal, state, municipal or
governmental agency, which default might have consequences
that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or
its properties or might have consequences that would
materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of
the Master Servicer's knowledge, threatened against the
Master Servicer which would prohibit its entering into this
Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all
material respects in the performance of this Agreement with
all reasonable rules and requirements of each insurer under
each Required Insurance Policy;
(vii) No information, certificate of an officer,
statement furnished in writing or report delivered to the
Company, any Affiliate of the Company or the Trustee by the
Master Servicer will, to the knowledge of the Master
Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each
existing, and will examine each new, Subservicing Agreement
and is or will be familiar with the terms thereof. The
terms of each existing Subservicing Agreement and each
designated Subservicer are acceptable to the Master Servicer
and any new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(a) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by either the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any representation or
warranty set forth in this Section 2.03(a) which materially and
adversely affects the interests of the Certificateholders and the
Owner of the Excess Spread in any Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial
Agreement). Within 90 days of its discovery or its receipt of
notice of such breach, the Master Servicer shall either (i) cure
such breach in all material respects or (ii) to the extent that
such breach is with respect to a Mortgage Loan or a related
document, purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02;
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)(5) of the Code, any such cure must occur within 90 days
from the date such breach was discovered. The obligation of the
Master Servicer to cure such breach or to so purchase such
Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section
2.03(a) available to the Certificateholders and the Owner of the
Excess Spread or the Trustee on behalf of the Certificateholders
and such Owner.
(b) The Company hereby represents and warrants to the
Trustee for the benefit of Certificateholders and the Owner of
the
Excess Spread that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more
delinquent in payment of principal and interest as of the
Cut-off Date and no Mortgage Loan has been so delinquent
more than once in the 12-month period prior to the Cut-off
Date;
(ii) The information set forth in Exhibit F hereto
with respect to each Mortgage Loan or the Mortgage Loans, as
the case may be, is true and correct in all material
respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing,
fixed-rate mortgage loans with level Monthly Payments due on
the first day of each month and terms to maturity at
origination or modification of not more than 30 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance Policy
that insures (a) at least 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 0.9% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
are secured by Mortgaged Properties located in any one zip
code area in California, no more than 0.3% of the Mortgage
Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in
any one zip code area outside California, and no more than
0.1% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage
Loan are in a federally designated special flood hazard
area, flood insurance in the amount required under the
Program Guide covers the related Mortgaged Property (either
by coverage under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment of the
Mortgage Loans to the Trustee, the Company had good title
to, and was the sole owner of, each Mortgage Loan free and
clear of any pledge, lien, encumbrance or security interest
(other than rights to servicing and related compensation)
and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge,
lien, encumbrance or security interest;
(ix) Approximately 0.09% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
were underwritten under a reduced loan documentation
program;
(x) Each Mortgagor represented in its loan
application with respect to the related Mortgage Loan that
the Mortgaged Property would be owner-occupied and therefore
would not be an investor property as of the date of
origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) Approximately 0.6% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective
as of the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code)
in a cooperative housing corporation (as defined in Section
216 of the Code);
(xv) With respect to each Mortgage Loan originated
under a "streamlined" Mortgage Loan program (through which
no new or updated appraisals of Mortgaged Properties are
obtained in connection with the refinancing thereof), the
related Seller has represented that either (a) the value of
the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced
Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage
Loan as of the date of origination of the Mortgage Loan
generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of
twelve 30-day months; and
(xvii) Three of the Mortgage Loans contains in the
related Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by any of the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the
representations and warranties set forth in this Section 2.03(b)
which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that
in
the event of a breach of the representation and warranty set
forth
in Section 2.03(b)(xii), the party discovering such breach shall
give such notice within five days of discovery. Within 90 days
of
its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material respects or
(ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that
the Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date;
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)(5) of the Code, any such cure or repurchase must occur
within 90 days from the date such breach was discovered. Any
such
substitution shall be effected by the Company under the same
terms
and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase
or
substitute for any Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders and
the
Owner of the Excess Spread or the Trustee on behalf of the
Certificateholders and such Owner. Notwithstanding the
foregoing,
the Company shall not be required to cure breaches or purchase or
substitute for Mortgage Loans as provided in this Section 2.03(b)
if the substance of the breach of a representation set forth
above
also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the
Assignment Agreement, hereby assigns to the Trustee for the
benefit of Certificateholders and the Owner of the Excess Spread
all of its right, title and interest in respect of the Assignment
Agreement and each Seller's Agreement applicable to a Mortgage
Loan. Insofar as the Assignment Agreement or such Seller's
Agreement relates to the representations and warranties made by
Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach
of such representations and warranties, such right, title and
interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders and the Owner of the Excess
Spread. Upon the discovery by the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's Agreement or
the
Assignment Agreement (which, for purposes hereof, will be deemed
to include any other cause giving rise to a repurchase obligation
under the Assignment Agreement) in respect of any Mortgage Loan
which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in such
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer
shall
promptly notify the related Seller or Residential Funding, as the
case may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i) cure such
breach in all material respects within 90 days from the date the
Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in
the
manner set forth in Section 2.02; provided that in the case of a
breach under the Assignment Agreement Residential Funding shall
have the option to substitute a Qualified Substitute Mortgage
Loan
or Loans for such Mortgage Loan if such substitution occurs
within
two years following the Closing Date, except that if the breach
would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such
substitution must occur within 90 days from the date the breach
was discovered. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a
Deleted Mortgage Loan pursuant to this Section 2.04, Residential
Funding shall deliver to the Trustee for the benefit of the
Certificateholders and the Owner of the Excess Spread with
respect
to such Qualified Substitute Mortgage Loan or Loans, the original
Mortgage Note, the Mortgage, an Assignment of the Mortgage in
recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as
required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month.
Monthly Payments due with respect to Qualified Substitute
Mortgage
Loans in the month of substitution shall not be part of the Trust
Fund and will be retained by the Master Servicer and remitted by
the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions
to the Certificateholders and the Owner of the Excess Spread will
include the Monthly Payment due on a Deleted Mortgage Loan for
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 by an Opinion of Counsel
to the effect that such substitution will not cause (a) any
federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any
portion of the Trust Fund to fail to qualify as a REMIC at any
time that any Certificate is outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding, as the case may be, to cure such
breach or purchase (or in the case of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to 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
deliv-
ered 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
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, Class A-13, 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 Trustee acknowl-
edges 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, Class
A-13, 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 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, Class A-13, 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, Class A-13, 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, Class A-13, 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 A-13, 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.
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 causing REMIC I or REMIC II to fail
to
qualify as such under the Code. The Trustee shall furnish the
Master Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Master Servicer to service
and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any
Subservicer pursuant to such powers of attorney. In servicing and
administering any Nonsubserviced Mortgage Loan, the Master
Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing
rights and obligations in respect thereof.
(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 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
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
Certificateholders or the Owner of the
Excess Spread.
Any Subservicing Agreement that may be entered into and any
other transactions or services relating to the Mortgage Loans
involving a Subservicer in its capacity as such and not as an
originator shall be deemed to be between the Subservicer and the
Master Servicer alone and the Trustee, the Certificateholders and
the Owner of the Excess Spread shall not be deemed parties
thereto
and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer in its capacity as
such except as set forth in Section 3.06. The foregoing
provision
shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred
to
in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any
reason no longer be the master servicer (including by reason of
an
Event of Default), the Trustee, its designee or its successor
shall thereupon assume all of the rights and obligations of the
Master Servicer under each Subservicing Agreement that may have
been entered into. The Trustee, its designee or the successor
servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the
Master Servicer as a party to the Subservicing Agreement to the
same extent as if the Subservicing Agreement had been assigned to
the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the
Subservicing Agreement.
(b) The Master Servicer shall, upon request of the
Trustee but at the expense of the Master Servicer, deliver to the
assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced
and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and
efficient
transfer of each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of
the Mortgage Loans, and shall, to the extent such procedures
shall
be consistent with this Agreement and the terms and provisions of
any related Primary Insurance Policy, follow such collection
procedures as it would employ in its good faith business judgment
and which are normal and usual in its general mortgage servicing
activities. Consistent with the foregoing, the Master Servicer
may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the
prepayment of a Mortgage Loan and (ii) extend the Due Date for
payments due on a Mortgage Loan in accordance with the Program
Guide; provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the
coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. Consistent
with the terms of this Agreement, the Master Servicer may also
waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in
any
manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement
or indulgence is not materially adverse to the interests of the
Certificateholders or the Owner of the Excess Spread; 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.
In the event of any such arrangement, the Master Servicer shall
make timely advances on the related Mortgage Loan during the
scheduled period in accordance with the amortization schedule of
such Mortgage Loan without modification thereof by reason of such
arrangements unless otherwise agreed to by the Holders of the
Classes of Certificates affected thereby.
(b) The Master Servicer shall establish and maintain a
Custodial Account in which the Master Servicer shall deposit or
cause to be deposited on a daily basis, except as otherwise
specifically provided herein, the following payments and
collections remitted by Subservicers or received by it in respect
of the Mortgage Loans subsequent to the Cut-off Date (other than
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date):
(i) All payments on account of principal,
including Principal Prepayments made by Mortgagors on the
Mortgage Loans and the principal component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(ii) All payments on account of interest at the
Adjusted Mortgage Rate on the Mortgage Loans, including
Buydown Funds, if any, and the interest component of any
Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds
(net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and all amounts
required to be deposited in connection with the substitution
of a Qualified Substitute Mortgage Loan pursuant to Section
2.03 or 2.04;
(v) Any amounts required to be deposited
pursuant to Section 3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate
Account to the Custodial Account in accordance with Section
4.02(a).
The foregoing requirements for deposit in the Custodial Account
shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments on the
Mortgage
Loans which are not part of the Trust Fund (consisting of
payments
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off Date) and payments or collections in the
nature of prepayment charges or late payment charges or
assumption
fees may but need not be deposited by the Master Servicer in the
Custodial Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the Master
Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding.
The Custodial Account may contain funds that belong to one or
more
trust funds created for mortgage pass-through certificates of
other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or
master serviced by it on behalf of others. Notwithstanding such
commingling of funds, the Master Servicer shall keep records that
accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the
Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds,
REO Proceeds and the proceeds of the purchase of any Mortgage
Loan
pursuant to Sections 2.02, 2.03, 2.04 and 4.07 received in any
calendar month, the Master Servicer may elect to treat such
amounts as included in the Available Distribution Amount for the
Distribution Date in the month of receipt, but is not obligated
to
do so. If the Master Servicer so elects, such amounts will be
deemed to have been received (and any related Realized Loss shall
be deemed to have occurred) on the last day of the month prior to
the receipt thereof.
(c) The Master Servicer shall use its best efforts to
cause the institution maintaining the Custodial Account to invest
the funds in the Custodial Account attributable to the Mortgage
Loans in Permitted Investments which shall mature not later than
the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future
Distribution) and which shall not be sold or disposed of prior to
their maturities. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer as
additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses
incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be
deposited in the Custodial Account by the Master Servicer out of
its own funds immediately as realized.
(d) The Master Servicer shall give notice to the Trustee
and the Company of any change in the location of the Custodial
Account and the location of the Certificate Account prior to the
use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a
Mortgage Loan pursuant to a Subservicing Agreement, the Master
Servicer shall cause the Subservicer, pursuant to the
Subservicing
Agreement, to establish and maintain one or more Subservicing
Accounts which shall be an Eligible Account or, if such account
is
not an Eligible Account, shall generally satisfy the requirements
of the Program Guide and be otherwise acceptable to the Master
Servicer and each Rating Agency. The Subservicer will be
required
thereby to deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the Subservicer, less
its Subservicing Fees and unreimbursed advances and expenses, to
the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master
Servicer shall be deemed to have received such monies upon
receipt
thereof by the Subservicer. The Subservicer shall not be
required
to deposit in the Subservicing Account payments or collections in
the nature of prepayment charges or late charges or assumption
fees. On or before the date specified in the Program Guide, but
in no event later than the Determination Date, the Master
Servicer
shall cause the Subservicer, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the
Custodial Account all funds held in the Subservicing Account with
respect to each Mortgage Loan serviced by such Subservicer that
are required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing
Agreement, to advance on such scheduled date of remittance
amounts
equal to any scheduled monthly installments of principal and
interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This
obligation to advance with respect to each Mortgage Loan will
continue up to and including the first of the month following the
date on which the related Mortgaged Property is sold at a
foreclosure sale or is acquired by the Trust Fund by deed in lieu
of foreclosure or otherwise. All such advances received by the
Master Servicer shall be deposited promptly by it in the
Custodial
Account.
(b) The Subservicer may also be required, pursuant to
the Subservicing Agreement, to remit to the Master Servicer for
deposit in the Custodial Account interest at the Adjusted
Mortgage
Rate on any Curtailment received by such Subservicer in respect
of
a Mortgage Loan from the related Mortgagor during any month that
is to be applied by the Subservicer to reduce the unpaid
principal
balance of the related Mortgage Loan as of the first day of such
month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the
benefit of the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal or order from
time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the
Certificate Account, the Master Servicer shall for any
Nonsubserviced Mortgage Loan, and shall cause the Subservicers
for
Subserviced Mortgage Loans to, establish and maintain one or more
Servicing Accounts and deposit and retain therein all collections
from the Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items for
the account of the Mortgagors. Each Servicing Account shall
satisfy the requirements for a Subservicing Account and, to the
extent permitted by the Program Guide or as is otherwise
acceptable to the Master Servicer, may also function as a
Subservicing Account. Withdrawals of amounts related to the
Mortgage Loans from the Servicing Accounts may be made only to
effect timely payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer
out of related collections for any payments made pursuant to
Sections 3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01 or
in accordance with the Program Guide. As part of its servicing
duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to
the
Mortgagors interest on funds in this account to the extent
required by law.
(d) The Master Servicer shall advance the payments
referred to in the preceding subsection that are not timely paid
by the Mortgagors or advanced by the Subservicers on the date
when
the tax, premium or other cost for which such payment is intended
is due, but the Master Servicer shall be required so to advance
only to the extent that such advances, in the good faith judgment
of the Master Servicer, will be recoverable by the Master
Servicer
out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall
make any Class of Certificates legal for investment by federally
insured savings and loan associations, the Master Servicer shall
provide, or cause the Subservicers to provide, to the Trustee,
the
Office of Thrift Supervision or the FDIC and the supervisory
agents and examiners thereof access to the documentation
regarding
the Mortgage Loans required by applicable regulations of the
Office of Thrift Supervision, such access being afforded without
charge but only upon reasonable request and during normal
business
hours at the offices designated by the Master Servicer. The
Master Servicer shall permit such representatives to photocopy
any
such documentation and shall provide equipment for that purpose
at
a charge reasonably approximating the cost of such photocopying
to
the Master Servicer.
Section 3.10. Permitted Withdrawals from the
Custodial Account.
(a) The Master Servicer may, from time to time as
provided herein, make withdrawals from the Custodial Account of
amounts on deposit therein pursuant to Section 3.07 that are
attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate
Account in the amounts and in the manner provided for in
Section 4.01;
(ii) to reimburse itself or the related
Subservicer
for previously unreimbursed advances or expenses made
pursuant to Sections 3.01, 3.08, 3.11, 3.12(a), 3.14 and
4.04 or otherwise reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to amounts
received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments for which
any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) late
recoveries of the payments for which such advances were made
in the case of Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such Subservicer)
out of each payment received by the Master Servicer on
account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining
portion of any such payment as to interest (but not in
excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in
the remaining amount of such interest being interest at the
Net Mortgage Rate on the amount specified in the
amortization schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the period
respecting which such interest was paid after giving effect
to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on
funds deposited in the Custodial Account that it is entitled
to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate
Person, as the case may be, with respect to each Mortgage
Loan or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and
not required to be distributed to the Certificateholders or
the Owner of the Excess Spread as of the date on which the
related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related
Subservicer for any Nonrecoverable Advance or Advances in
the manner and to the extent provided in subsection (c)
below or any Advance reimbursable to the Master Servicer
pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for
expenses incurred by and reimbursable to it or the Company
pursuant to Sections 3.13, 3.14(c), 6.03, 10.01 or
otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller
(other than an Affiliate of the Company) pursuant to the
related Seller's Agreement;
(ix) to reimburse itself for amounts expended by
it
(a) pursuant to Section 3.14 in good faith in connection
with the restoration of property damaged by an Uninsured
Cause, and (b) in connection with the liquidation of a
Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or
(viii) above; and
(x) to withdraw any amount deposited in the
Custodial Account that was not required to be deposited
therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to
clauses (ii), (iii), (v) and (vi), the Master Servicer's
entitlement thereto is limited to collections or other recoveries
on the related Mortgage Loan, the Master Servicer shall keep and
maintain separate accounting, on a Mortgage Loan by Mortgage Loan
basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse
itself or the related Subservicer for any advance made in respect
of a Mortgage Loan that the Master Servicer determines to be a
Nonrecoverable Advance by withdrawal from the Custodial Account
of
amounts on deposit therein attributable to the Mortgage Loans on
any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a
Nonrecoverable Advance on any such Certificate Account Deposit
Date shall be limited to an amount not exceeding the portion of
such advance previously paid to Certificateholders and the Owner
of the Excess Spread (and not theretofore reimbursed to the
Master
Servicer or the related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(a) The Master Servicer shall not take, or permit any
Subservicer to take, any action which would result in
non-coverage
under any applicable Primary Insurance Policy of any loss which,
but for the actions of the Master Servicer or Subservicer, would
have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in
full force and effect each such Primary Insurance Policy until
the
principal balance of the related Mortgage Loan secured by a
Mortgaged Property is reduced to 80% or less of the Appraised
Value in the case of such a Mortgage Loan having a Loan-to-Value
Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the
Company had knowledge of such Primary Insurance Policy. The
Master Servicer shall be entitled to cancel or permit the
discontinuation of any Primary Insurance Policy as to any
Mortgage
Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of
the
related Mortgaged Property as determined in any appraisal thereof
after the Closing Date, or if the Loan-to-Value Ratio is reduced
below 80% as a result of principal payments on the Mortgage Loan
after the Closing Date. In the event that the Company gains
knowledge that as of the Closing Date, a Mortgage Loan had a
Loan-to-Value Ratio at origination in excess of 80% and is not
the
subject of a Primary Insurance Policy (and was not included in
any
exception to the representation in Section 2.03(b)(iv)) and that
such Mortgage Loan has a current Loan-to-Value Ratio in excess of
80% then the Master Servicer shall use its reasonable efforts to
obtain and maintain a Primary Insurance Policy to the extent that
such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary
Insurance Policy applicable to a Nonsubserviced Mortgage Loan, or
consent to any Subservicer canceling or refusing to renew any
such
Primary Insurance Policy applicable to a Mortgage Loan
subserviced
by it, that is in effect at the date of the initial issuance of
the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled
or non-renewed policy is maintained with an insurer whose
claims-paying ability is acceptable to each Rating Agency for
mortgage pass-through certificates having a rating equal to or
better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such
Rating
Agency.
(b) In connection with its activities as administrator
and servicer of the Mortgage Loans, the Master Servicer agrees to
present or to cause the related Subservicer to present, on behalf
of the Master Servicer, the Subservicer, if any, the Trustee,
Certificateholders and the Owner of the Excess Spread, claims to
the Insurer under any Primary Insurance Policies, in a timely
manner in accordance with such policies, and, in this regard, to
take or cause to be taken such reasonable action as shall be
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 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 replacement bond or
policy from an issuer or insurer, as the case may be, meeting the
requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond
obtained by an Affiliate of the Master Servicer and providing the
coverage required by this Section 3.12(b) shall satisfy the
requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.
(a) When any Mortgaged Property is conveyed by the
Mortgagor, the Master Servicer or Subservicer, to the extent it
has knowledge of such conveyance, shall enforce any due-on-sale
clause contained in any Mortgage Note or Mortgage, to the extent
permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely
affect
or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to
be in default under this Section 3.13(a) by reason of any
transfer or assumption which the Master Servicer is
restricted by law from preventing; and
(ii) if the Master Servicer determines that it is
reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or
otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master
Servicer shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any
due-on-sale clause to the extent set forth in Section 3.13(a), in
any case in which a Mortgaged Property is to be conveyed to a
Person by a Mortgagor, and such Person is to enter into an
assumption or modification agreement or supplement to the
Mortgage
Note or Mortgage which requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required
releasing the Mortgagor from liability on the Mortgage Loan, the
Master Servicer is authorized, subject to the requirements of the
sentence next following, to execute and deliver, on behalf of the
Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification
agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary to carry out the terms
of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the
Mortgaged Property to such Person; provided, however, none of
such
terms and requirements shall both constitute a "significant
modification" effecting an exchange or reissuance of such
Mortgage
Loan under the Code (or final, temporary or proposed Treasury
Regulations promulgated thereunder) and cause either REMIC I or
REMIC II to fail to qualify as such under the Code. The Master
Servicer shall execute and deliver such documents only if it
reasonably determines that (i) its execution and delivery thereof
will not conflict with or violate any terms of this Agreement or
cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of
insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving
the assumption or transfer (A) the Mortgage Loan will continue to
be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the
coverage under any Required Insurance Policies, (C) the Mortgage
Loan will fully amortize over the remaining term thereof, (D) no
material term of the Mortgage Loan (including the interest rate
on
the Mortgage Loan) will be altered nor will the term of the
Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the
Mortgage Loan, such release will not (based on the Master
Servicer's or Subservicer's good faith determination) adversely
affect the collectability of the Mortgage Loan. Upon receipt of
appropriate instructions from the Master Servicer in accordance
with the foregoing, the Trustee shall execute any necessary
instruments for such assumption or substitution of liability as
directed by the Master Servicer. Upon the closing of the
transactions contemplated by such documents, the Master Servicer
shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification
or
supplement to the Mortgage Note or Mortgage to be delivered to
the
Trustee or the Custodian and deposited with the Mortgage File for
such Mortgage Loan. Any fee collected by the Master Servicer or
such related Subservicer for entering into an assumption or
substitution of liability agreement will be retained by the
Master
Servicer or such Subservicer as additional servicing
compensation.
(c) The Master Servicer or the related Subservicer, as
the case may be, shall be entitled to approve a request from a
Mortgagor for a partial release of the related Mortgaged
Property,
the granting of an easement thereon in favor of another Person,
any alteration or demolition of the related Mortgaged Property or
other similar matters if it has determined, exercising its good
faith business judgment in the same manner as it would if it were
the owner of the related Mortgage Loan, that the security for,
and
the timely and full collectability of, such Mortgage Loan would
not be adversely affected thereby and that neither REMIC I nor
REMIC II would fail to continue to qualify as a REMIC under the
Code as a result thereof and that no tax on "prohibited
transactions" or "contributions" after the startup day would be
imposed on either REMIC as a result thereof. Any fee collected
by
the Master Servicer or the related Subservicer for processing
such
a request will be retained by the Master Servicer or such
Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions
of this Agreement, the Trustee and Master Servicer shall be
entitled to approve an assignment in lieu of satisfaction with
respect to any Mortgage Loan, provided the obligee with respect
to
such Mortgage Loan following such proposed assignment provides
the
Trustee and Master Servicer with a "Lender Certification for
Assignment of Mortgage Loan" in the form attached hereto as
Exhibit O, in form and substance satisfactory to the Trustee and
Master Servicer, providing the following: (i) that the Mortgage
Loan is secured by Mortgaged Property located in a jurisdiction
in
which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording
taxes
or otherwise comply with, or facilitate a refinancing under, the
laws of such jurisdiction; (ii) that the substance of the
assignment is, and is intended to be, a refinancing of such
Mortgage Loan and that the form of the transaction is solely to
comply with, or facilitate the transaction under, such local
laws;
(iii) that the Mortgage Loan following the proposed assignment
will have a rate of interest at least 0.25 percent below or above
the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iv) that such assignment is at the request of
the
borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage
Loan, the Master Servicer shall receive cash in an amount equal
to
the unpaid principal balance of and accrued interest on such
Mortgage Loan and the Master Servicer shall treat such amount as
a
Principal Prepayment in Full with respect to such Mortgage Loan
for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or
otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. In connection with
such foreclosure or other conversion, the Master Servicer shall,
consistent with Section 3.11, follow such practices and
procedures
as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall
be
required or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect hereunder if
the Master Servicer is acting in connection with any such
foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds in
connection with any foreclosure, or attempted foreclosure which
is
not completed, or towards the restoration of any property unless
it shall determine (i) that such restoration and/or foreclosure
will increase the proceeds of liquidation of the Mortgage Loan to
Holders of Certificates of one or more Classes after
reimbursement
to itself for such expenses and (ii) that such expenses will be
recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have
priority
for purposes of withdrawals from the Custodial Account pursuant
to
Section 3.10, whether or not such expenses are actually
recoverable from related Liquidation Proceeds, Insurance Proceeds
or REO Proceeds). In the event of a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of its funds so expended
pursuant to Section 3.10. Concurrently with the foregoing, the
Master Servicer may pursue any remedies that may be available in
connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections
2.03
and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master Servicer
determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of
all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may be, the related Mortgage Loan, and
thereafter such Mortgage Loan shall not be part of the Trust
Fund.
Notwithstanding the foregoing or any other provision of this
Agreement, in the Master Servicer's sole discretion with respect
to any defaulted Mortgage Loan or REO Property as to either of
the
following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with
the related defaulted Mortgage Loan or REO Property have been
received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss,
the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO
Property.
(b) In the event that title to any Mortgaged Property is
acquired by REMIC I as an REO Property by foreclosure or by deed
in lieu of foreclosure, the deed or certificate of sale shall be
issued to the Trustee or to its nominee on behalf of
Certificateholders and the Owner of the Excess Spread.
Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an
Outstanding Mortgage Loan held in 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 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
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 collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order
of priority: first, to reimburse the Master Servicer or the
related Subservicer in accordance with Section 3.10(a)(ii);
second, to the Certificateholders and the Owner of the Excess
Spread to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate to the Due Date prior to the Distribution Date on
which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage
Loan
(or REO Property); fourth, to all Servicing Fees and Subservicing
Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with
respect
to such fees which result from the foregoing allocation); and
fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any
Mortgage Loan, or upon the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer will immediately
notify the Trustee (if it holds the related Mortgage File) or the
Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all
amounts received or to be received in connection with such
payment
which are required to be deposited in the Custodial Account
pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit H
requesting delivery to it of the Mortgage File. Upon receipt of
such certification and request, the Trustee shall promptly
release, or cause the Custodian to release, the related Mortgage
File to the Master Servicer. The Master Servicer is authorized
to
execute and deliver to the Mortgagor the request for
reconveyance,
deed of reconveyance or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred in connection with
any
instrument of satisfaction or deed of reconveyance shall be
chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the
servicing or foreclosure of any Mortgage Loan, the Master
Servicer
shall deliver to the Custodian, with a copy to the Trustee, a
certificate of a Servicing Officer substantially in one of the
forms attached as Exhibit H hereto, requesting that possession of
all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any
insurance coverage provided in respect of the Mortgage Loan under
any Required Insurance Policy. Upon receipt of the foregoing,
the
Trustee shall deliver, or cause the Custodian to deliver, the
Mortgage File or any document therein to the Master Servicer.
The
Master Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Trustee, or the
Custodian as agent for the Trustee when the need therefor by the
Master Servicer no longer exists, unless (i) the Mortgage Loan
has
been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Custodial Account or
(ii)
the Mortgage File or such document has been delivered directly or
through a Subservicer to an attorney, or to a public trustee or
other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered directly or
through a Subservicer to the Trustee a certificate of a Servicing
Officer certifying as to the name and address of the Person to
which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the
Request for Release with respect thereto to the Master Servicer
upon deposit of the related Liquidation Proceeds in the Custodial
Account.
(c) The Trustee or the Master Servicer on the Trustee's
behalf shall execute and deliver to the Master Servicer, if
necessary, any court pleadings, requests for trustee's sale or
other documents necessary to the foreclosure or trustee's sale in
respect of a Mortgaged Property or to any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or
Mortgage
or otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Master
Servicer shall deliver to the Trustee a certificate of a
Servicing
Officer requesting that such pleadings or documents be executed
by
the Trustee and certifying as to the reason such documents or
pleadings are required and that the execution and delivery
thereof
by the Trustee will not invalidate any insurance coverage under
any Required Insurance Policy or invalidate or otherwise affect
the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation;
Compensating Interest.
(a) The Master Servicer, as compensation for its
activities hereunder, shall be entitled to receive on each
Distribution Date the amounts provided for by clauses (iii),
(iv),
(v) and (vi) of Section 3.10(a), subject to clause (e) below.
The
amount of servicing compensation provided for in such clauses
shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis.
In the event that Liquidation Proceeds, Insurance Proceeds and
REO
Proceeds (net of amounts reimbursable therefrom pursuant to
Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO
Disposition exceed the unpaid principal balance of such Mortgage
Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer
shall be entitled to retain therefrom and to pay to itself and/or
the related Subservicer any Servicing Fee or Subservicing Fee
considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment charges,
investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to the extent provided herein,
subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or
cause to be paid, all expenses incurred by it in connection with
its servicing activities hereunder (including payment of premiums
for the Primary Insurance Policies, if any, to the extent such
premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be transferred in whole or in part except in
connection with the transfer of all of its responsibilities and
obligations of the Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the
amount of servicing compensation that the Master Servicer shall
be
entitled to receive for its activities hereunder for the period
ending on each Distribution Date shall be reduced (but not below
zero) by an amount equal to Compensating Interest (if any) for
such Distribution Date. Such reduction shall be applied during
such period as follows: first, to any Servicing Fee or
Subservicing Fee to which the Master Servicer is entitled
pursuant
to Section 3.10(a)(iii); second, to any income or gain realized
from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third,
to any amounts of servicing compensation to which the Master
Servicer is entitled pursuant to Section 3.10(a)(v) or (vi). In
making such reduction, the Master Servicer (i) will not withdraw
from the Custodial Account any such amount representing all or a
portion of the Servicing Fee to which it is entitled pursuant to
Section 3.10(a)(iii); (ii) will not withdraw from the Custodial
Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not
withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section
3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date,
the Master Servicer shall forward to the Trustee and the Company
a
statement, certified by a Servicing Officer, setting forth the
status of the Custodial Account as of the close of business on
such Distribution Date as it relates to the Mortgage Loans and
showing, for the period covered by such statement, the aggregate
of deposits in or withdrawals from the Custodial Account in
respect of the Mortgage Loans for each category of deposit
specified in Section 3.07 and each category of withdrawal
specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the
Trustee on or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after the Cut-off
Date, an Officers' Certificate stating, as to each signer
thereof,
that (i) a review of the activities of the Master Servicer during
the preceding calendar year related to its servicing of mortgage
loans and its performance under pooling and servicing agreements,
including this Agreement, has been made under such officers'
supervision, (ii) to the best of such officers' knowledge, based
on such review, the Master Servicer has complied in all material
respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has
fulfilled all of its material obligations in all material
respects
throughout such year, or, if there has been material
noncompliance
with such servicing standards or a default in the fulfillment in
all material respects of any such obligation relating to this
Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be,
known to such officer and the nature and status thereof and (iii)
to the best of such officers' knowledge, each Subservicer has
complied in all material respects with the minimum servicing
standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers and has fulfilled all of its material
obligations
under its Subservicing Agreement in all material respects
throughout such year, or, if there has been material
noncompliance
with such servicing standards or a material default in the
fulfillment of such obligations relating to this Agreement, such
statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such
officer and the nature and status thereof.
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 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.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the
Subservicer has deposited Buydown Funds in an account that
satisfies the requirements for a Subservicing Account (the
"Buydown Account"). The Master Servicer shall cause the
Subservicing Agreement to require that upon receipt from the
Mortgagor of the amount due on a Due Date for each Buydown
Mortgage Loan, the Subservicer will withdraw from the Buydown
Account the predetermined amount that, when added to the amount
due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of
the Subservicing Agreement to the Master Servicer together with
the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays
such loan in its entirety during the period (the "Buydown
Period")
when Buydown Funds are required to be applied to such Buydown
Mortgage Loan, the Subservicer shall be required to withdraw from
the Buydown Account and remit any Buydown Funds remaining in the
Buydown Account in accordance with the related buydown agreement.
The amount of Buydown Funds which may be remitted in accordance
with the related buydown agreement may reduce the amount required
to be paid by the Mortgagor to fully prepay the related Mortgage
Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on
such Mortgage Loan during the Buydown Period and the property
securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any
related Primary Insurance Policy), the Subservicer shall be
required to withdraw from the Buydown Account the Buydown Funds
for such Buydown Mortgage Loan still held in the Buydown Account
and remit the same to the Master Servicer in accordance with the
terms of the Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay to the
insurer under any related Primary Insurance Policy if the
Mortgaged Property is transferred to such insurer and such
insurer
pays all of the loss incurred in respect of such default. Any
amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate Account in which the Master
Servicer shall cause to be deposited on behalf of the Trustee on
or before 2:00 P.M. New York time on each Certificate Account
Deposit Date by wire transfer of immediately available funds an
amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a),
(iii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all
other amounts constituting the Available Distribution Amount for
the immediately succeeding Distribution Date.
(b) The Trustee shall, upon written request from the
Master Servicer, invest or cause the institution maintaining the
Certificate Account to invest the funds in the Certificate
Account
in Permitted Investments designated in the name of the Trustee
for
the benefit of the Certificateholders 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 the Master Servicer on
behalf of the Trustee or the Paying Agent appointed by the
Trustee, shall distribute to the Owner of the Excess Spread, a
distribution thereof pursuant to Section 4.02(a)(i), to the
Master
Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master
Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and
to
each Certificateholder of record on the next preceding Record
Date
(other than as provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder
at
a bank or other entity having appropriate facilities therefor, if
such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder
has not so notified the Master Servicer or the Paying Agent by
the
Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the
Percentage Interests represented by Certificates of the
applicable
Class held by such Holder) of the following amounts, in the
following order of priority (subject to the provisions of Section
4.02(b)), in each case to the extent of the Available
Distribution
Amount:
(i) to the Class A Certificateholders (other than
the Class A-13 Certificateholders), Class R
Certificateholders and the Owner of the Excess Spread, on a
pro rata basis based on Accrued Certificate Interest payable
on such Certificates and the amount of Excess Spread with
respect to such Distribution Date, Accrued Certificate
Interest on such Classes of Certificates and such Excess
Spread, as applicable, for such Distribution Date, plus any
Accrued Certificate Interest thereon or Excess Spread
remaining unpaid from any previous Distribution Date except
as provided in the last paragraph of this Section 4.02(a);
(ii) (X) to the Class A-13 Certificateholders,
the
Class A-13 Principal Distribution Amount; and
(Y) to the Class A Certificateholders
(other than Class A-13 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set forth
in Section 4.02(b)(ii) through (v) 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):
(A) the Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each
Monthly Payment due during the related Due
Period on each Outstanding Mortgage Loan
(other than the related Discount Fraction of
the principal portion of such payment with
respect to a Discount Mortgage Loan), whether
or not received on or prior to the related
Determination Date, minus the principal
portion of any Debt Service Reduction (other
than the related Discount Fraction of the
principal portion of such Debt Service
Reductions with respect to each Discount
Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04
or 4.07 and the amount of any shortfall
deposited in the Custodial Account in
connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period (other
than the related Discount Fraction of such
Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and
amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage
Loan described in Section 4.02(a)(ii)(Y)(B),
including without limitation Insurance
Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section 3.07(b))
to the extent applied by the Master Servicer
as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (other
than the related Discount Fraction of the
principal portion of such unscheduled,
collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for
which a Cash Liquidation or a REO Disposition
occurred during the related Prepayment Period (or
was deemed to have occurred during such period in
accordance with Section 3.07(b)) and did not result
in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the
Adjusted Senior Percentage for such Distribution
Date times the Stated Principal Balance of such
Mortgage Loan (other than the related Discount
Fraction of such Stated Principal Balance, with
respect to a Discount Mortgage Loan) and (b) the
Adjusted Senior Accelerated Distribution Percentage
for such Distribution Date times the related
unscheduled collections (including without
limitation Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) to the extent applied by the
Master Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14 (in
each case other than the portion of such unscheduled
collections, with respect to a Discount Mortgage
Loan included in Section 4.02(b)(i)(C));
(C) the Adjusted Senior Accelerated
Distribution Percentage for such Distribution Date
times the aggregate of all Principal Prepayments in
Full and Curtailments received in the related
Prepayment Period (other than the related Discount
Fraction of such Principal Prepayments in Full and
Curtailments, with respect to a Discount Mortgage
Loan);
(D) if such Distribution Date is on or prior
to the Class A-6 Accretion Termination Date, the
Accrued Certificate Interest on the Class A-6
Component C that would otherwise be distributed to
the Class A-6 Certificates on such Distribution
Date, to the extent added to the amount of such
Component on such Distribution Date in accordance
with Section 4.02(e) (the "Class A-6 Accrual
Distribution Amount");
(E) if such Distribution Date is on or prior
to the Class A-8 Accretion Termination Date, the
Accrued Certificate Interest on the Class A-8
Certificates that would otherwise be distributed to
the Class A-8 Certificates on such Distribution
Date, to the extent added to the Certificate
Principal Balance of such Certificate on such
Distribution Date in accordance with Section 4.02(f)
(the "Class A-8 Accrual Distribution Amount");
(F) any Excess Subordinate Principal Amount
for such Distribution Date;
(G) for all Distribution Dates on or prior to
the Distribution Date occurring in January 2001, if
the aggregate Certificate Principal Balance of the
Class A Certificates (other than the Lockout
Certificates and Class A-13 Certificates) and Class
R Certificates has been reduced to zero, 100%, of
the unscheduled collections and prepayments
described in clauses (B) and (C) above, and for all
Distribution Dates thereafter, the Adjusted Lockout
Accelerated Distribution Percentage of the
unscheduled collections and Principal Prepayments
referred to in clauses (B) and (C) above, to the
extent such receipts are not payable to the Class A
Certificates (other than the Lockout Certificates
and Class A-13 Certificates) and Class R
Certificates;
(H) any amounts described in subsection
(ii)(Y), clauses (A), (B), (C), (D), (E) and (G) 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 (H) to the extent that such
amounts are not attributable to Realized Losses
which have been allocated to the Class M
Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of
the Class M Certificates and Class B Certificates have not
been reduced to zero, to the Master Servicer or a
Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(v) to the Holders of the Class M-1
Certificates, an amount equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates
for such Distribution Date, minus (y) the amount of any
Class A-13 Collection Shortfalls remaining unpaid for all
previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (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 Certifi-
cates, an amount equal to the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date, minus (y) the amount of any Class A-13
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi),
(xiii), (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-13
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii),
(xiv) and (xv) are insufficient therefor, applied in
reduction of the Certificate Principal Balance of the Class
M-3 Certificates;
(x) to the Holders of the Class B-1
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-13
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (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-13 Collection Shortfalls 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-13 Collection Shortfalls
remaining unpaid for all previous Distribution Dates to the
extent the amounts available pursuant to clause (x) of
Section 4.02(a)(xv) are insufficient therefor;
(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-13
Collection Shortfalls remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and
Class R Certificateholders in the priority set forth in
Section 4.02(b), the portion, if any, of the Available
Distribution Amount remaining after the foregoing
distributions, applied to reduce the Certificate Principal
Balances of such Class A and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate
Principal Balances of each such Class of Class A and Class R
Certificates, and thereafter, to each Class of Class M
Certificates then outstanding beginning with such Class with
the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired,
applied to reduce the Certificate Principal Balance of each
such Class of Class M Certificates, but in no event more
than the outstanding Certificate Principal Balance of each
such Class of Class M Certificates; and thereafter to each
such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution
Amount remaining after the Class M Certificates have been
retired, applied to reduce the Certificate Principal Balance
of each such Class of Class B Certificates, but in no event
more than the outstanding Certificate Principal Balance of
each such Class of Class B Certificates; and
(xvii) to the Class R-I 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 (other than the Class A-6 Certificates, to the
extent
of Class A-6 Component D) 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-13 Certificates,
until the Certificate Principal Balance thereof is reduced
to zero, an amount (the "Class A-13 Principal Distribution
Amount") equal to the aggregate of:
(A) the related Discount Fraction of the
principal portion of each Monthly Payment on each
Discount Mortgage Loan due during the related Due
Period, whether or not received on or prior to the
related Determination Date, minus the Discount
Fraction of the principal portion of any related
Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the
principal portion of all unscheduled collections on
each Discount Mortgage Loan received during the
preceding calendar month (other than amounts
received in connection with a Cash Liquidation or
REO Disposition of a Discount Mortgage Loan
described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases
(including deemed repurchases under Section 3.07(b))
of Discount Mortgage Loans (or, in the case of a
substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall
deposited in the Custodial Account in connection
with such substitution);
(C) in connection with the Final Disposition
of a Discount Mortgage Loan that did not result in
any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal
Balance of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the
aggregate amount of the collections on such Mortgage
Loan to the extent applied as recoveries of
principal;
(D) any amounts allocable to principal for any
previous Distribution Date (calculated pursuant to
clauses (A) through (C) above) that remain
undistributed; and
(E) the amount of any Class A-13 Collection
Shortfalls for such Distribution Date and the amount
of any Class A-13 Collection Shortfalls remaining
unpaid for all previous Distribution Dates, but only
to the extent of the Eligible Funds for such
Distribution Date;
(ii) second, an amount equal to the Class A-6
Accrual Distribution Amount shall be distributed first, to
the Class A-4 Certificates and second, to the Class A-3
Certificates and Class A-10 Certificates, on a pro rata
basis in proportion to their respective Certificate
Principal Balances, in each case until the Certificate
Principal Balances thereof have been reduced to zero;
(iii) third, an amount equal to the Class A-8
Accrual Distribution Amount shall be distributed first, to
the Class A-5 Certificates and second, to the Class A-3
Certificates and Class A-10 Certificates, on a pro rata
basis in proportion to their respective Certificate
Principal Balances, in each case until the Certificate
Principal Balances thereof have been reduced to zero;
(iv) fourth, the balance of the Senior Principal
Distribution Amount remaining after the distribution
described in clauses 4.02(b)(ii) and (iii) above (the
"Adjusted Senior Principal Distribution Amount") shall be
distributed to the Class R-I Certificates and Class R-II
Certificates, concurrently, with the amount to be
distributed 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, in
reduction of the Certificate Principal Balances of such
Certificates, until their respective Certificate Principal
Balances are reduced to zero; and
(v) fifth, the balance, if any, of the Adjusted
Senior Principal Distribution Amount remaining after the
distribution described in clause (iv) above shall be
distributed as follows:
(A) first, 65.01220532%, 6.97043340%,
20.40897178% and 7.60838950% of such
amount to the Class A-1 Certificates,
Class A-2 Certificates, Class A-7
Certificates and Class A-9 Certificates,
respectively, until the Certificate
Principal Balances of the Class A-1
Certificates and Class A-9 Certificates
have been reduced to zero;
(B) second, to the Class A-2 Certificates,
Class A-3 Certificates, Class A-6
Certificates, Class A-7 Certificates and
Class A-10 Certificates, on a pro rata
basis, based on the respective Certificate
Principal Balances thereof, after giving
effect to any distributions on the Class
A-3 Certificates and Class A-10
Certificates pursuant to clauses (ii) and
(iii) above, with the amount so
distributed to the Class A-6 Certificates
to be allocated in reduction of Class A-6
Component A thereof, until the Certificate
Principal Balances of the Class A-3
Certificates and Class A-10 Certificates
have been reduced to zero;
(C) third, to the Class A-2 Certificates,
Class A-6 Certificates and the Class A-7
Certificates, on a pro rata basis, based
on the respective Certificate Principal
Balances thereof, with the amount
distributed to the Class A-6 Certificates
to be allocated in reduction of the amount
of Class A-6 Component A thereof, until
the Certificate Principal Balances of the
Class A-2 Certificates and Class A-7
Certificates and the amount of Class A-6
Component A have been reduced to zero;
(D) fourth, to the Class A-6 Certificates,
with the amount so distributed to be
allocated in reduction of Class A-6
Component B thereof, until the amount of
Class A-6 Component B has been reduced to
its Targeted Principal Balance;
(E) fifth, to the Class A-6 Certificates, with
the amount so distributed to be allocated
in reduction of the amount of Class A-6
Component C thereof until the amount of
Class A-6 Component C has been reduced to
its Targeted Principal Balance;
(F) sixth, to the Class A-5 Certificates,
until the Certificate Principal Balance
thereof has been reduced to zero;
(G) seventh, to the Class A-8 Certificates,
until the Certificate Principal Balance
thereof has been reduced to zero;
(H) eighth, to the Class A-6 Certificates,
with the amount so distributed to be
allocated in reduction of the amount of
Class A-6 Component B, without regard to
the Targeted Principal Balance thereof,
until the amount of Class A-6 Component B
has been reduced to zero;
(I) ninth, to the Class A-4 Certificates,
until the Certificate Principal Balance
thereof has been reduced to zero;
(J) tenth, to the Class A-6 Certificates, with
the amount so distributed to be allocated
in reduction of the amount of Class A-6
Component C, without regard to the
Targeted Principal Balance thereof, until
the amount of Class A-6 Component C has
been reduced to zero; and
(K) eleventh, concurrently, to the Class A-11
Certificates and Class A-12 Certificates,
on a pro rata basis in proportion to the
respective outstanding Certificate
Principal Balances thereof, until the
Certificate Principal Balances thereof
have been reduced to zero;
provided that, on each Distribution Date after the
Distribution Date occurring in January 2001, an amount equal
to the sum of (A) 100% minus the percentage of the sum of
Lockout Percentage and the Subordinated Percentage
applicable to the Adjusted Senior Accelerated Distribution
Percentage on such Distribution Date multiplied by the
Lockout Percentage of the amount described in clause (A) of
Section 4.02(a)(ii)(Y), (B) the Class A-11 Certificates' and
Class A-12 Certificates' pro rata portion, based on the
aggregate Certificate Principal Balances thereof relative to
the aggregate Certificate Principal Balance of all other
classes of Class A Certificates (other than the Class A-13
Certificates) and the Class R Certificates, of the aggregate
of the amounts described in clauses (F) and (H) of
Section 4.02(a)(ii)(Y) and (C) the amount described in
clause (G) of Section 4.02(a)(ii)(Y) shall be distributed to
the Class A-11 Certificates and Class A-12 Certificates on a
pro rata basis in proportion to the respective Certificate
Principal Balances thereof, in reduction of the Certificate
Principal Balances thereof, and the amount distributed to
the Class A Certificates (other than the Lockout
Certificates and the Class A-13 Certificates) pursuant to
this clause (v) will be reduced by such amount.
Notwithstanding the above, if the aggregate of the amounts
set forth in clauses (A) through (H) of
Section 4.02(a)(ii)(Y) is more than the balance of the
Available Distribution Amount remaining after the amount
described in Section 4.02(a)(i) and the Class A-13
Distribution Amount have been distributed, the amount paid
to the Class A-11 Certificates and Class A-12 Certificates
pursuant to this provision shall be reduced by an amount
equal to such difference.
(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-12 Certificates to zero, all
priorities relating to distributions as described above in
respect
of principal among the various classes of Class A Certificates
(other than the Class A-13 Certificates) and Class R 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-13 Certificates and the Senior
Principal Distribution Amount will be distributed among all
classes of Class A Certificates (other than the Class A-13
Certificates) and Class R 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 Super Senior Certificates and the Class A-12
Certificates in respect of the aggregate Accrued Certificate
Interest thereon and in respect of their collective pro rata
portion of the Senior Principal Distribution Amount will be
distributed among such Certificates in the following priority:
first, to the Super Senior Certificates, up to an amount equal to
the Accrued Certificate Interest thereon; second, to the Super
Senior Certificates, the Super Senior Optimal Principal
Distribution Amount thereof, in reduction of the Certificate
Principal Balance thereof until such Certificate Principal
Balances has been reduced to zero; third, to the Class A-12
Certificates, up to an amount equal to the Accrued Certificate
Interest thereon; and fourth, to the Class A-12 Certificates, the
remainder of the amount so distributable among the Super Senior
Certificates and Class A-12 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-12 Certificates to zero, all priorities
relating to distributions as described above in respect of
principal among the various classes of Class A Certificates
(other
than the Class A-13 Certificates) and Class R 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-13 Certificates and the Senior Principal
Distribution Amount will be distributed among all classes of
Class
A Certificates (other than the Class A-13 Certificates) and Class
R Certificates pro rata in accordance with their respective
outstanding Certificate Principal Balances.
(e) On each Distribution Date prior to the Class A-6
Accretion Termination Date, an amount equal to the Accrued
Certificate Interest that would otherwise be distributed on the
Class A-6 Certificates in respect of Class A-6 Component C shall
be added to the amount of such Component; provided that if the
Class A-6 Accretion Termination Date is the Credit Support
Depletion Date, the entire amount of Accrued Certificate Interest
on Class A-6 Component C for such Distribution Date will be paid
in respect of Class A-6 Component C to the Holders of the Class
A-6 Certificates. On and after the Class A-6 Accretion
Termination Date, the entire amount of Accrued Certificate
Interest on Class A-6 Component C for such Distribution Date
shall
be payable in respect of Class A-6 Component C to the Holders of
the Class A-6 Certificates to the extent not required to fully
retire the Class A-4 Certificates, Class A-3 Certificates and
Class A-10 Certificates on such Class A-6 Accretion Termination
Date. Any such Accrued Certificate Interest on Class A-6
Component C which is required to be paid to the holders of the
Class A-4 Certificates, Class A-3 Certificates and Class A-10
Certificates on the Class A-6 Accretion Termination Date will be
added to the amount of Class A-6 Component C in the manner
described in the first sentence of this Section 4.02(e).
(f) On each Distribution Date prior to the Class A-8
Accretion Termination Date, an amount equal to the Accrued
Certificate Interest that would otherwise be distributed on the
Class A-8 Certificates shall be added to the Certificate
Principal
Balance of such Certificates; provided that if the Class A-8
Accretion Termination Date is the Credit Support Depletion Date,
the entire amount of Accrued Certificate Interest on the Class
A-8
Certificates for such Distribution Date will be paid to the
Holders of the Class A-8 Certificates. On and after the Class
A-8
Accretion Termination Date, the entire amount of Accrued
Certificate Interest on the Class A-8 Certificates for such
Distribution Date shall be payable to the Holders of the Class
A-8
Certificates to the extent not required to fully retire the Class
A-5 Certificates, Class A-3 Certificates and Class A-10
Certificates on such Class A-8 Accretion Termination Date. Any
such Accrued Certificate Interest on the Class A-8 Certificates
which is required to be paid to the Holders of the Class A-5
Certificates, Class A-3 Certificates and Class A-10 Certificates
on the Class A-8 Accretion Termination Date will be added to the
Certificate Principal Balance of the Class A-8 Certificates in
the
manner described in the first sentence of this Section 4.02(f).
(g) In addition to the foregoing distributions, with
respect to any Mortgage Loan that was previously the subject of a
Cash Liquidation or an REO Disposition that resulted in a
Realized
Loss, in the event that within two years of the date on which
such
Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes
to
represent subsequent recoveries (net of any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically related to
such
Mortgage Loan (including, but not limited to, recoveries in
respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized
Loss was allocated or to the Owner of the Excess Spread, if
applicable, (with the amounts to be distributed allocated among
such Classes and the Excess Spread in the same proportions as
such
Realized Loss was allocated), subject to the following: No such
distribution shall be in an amount that would result in total
distributions in respect of Excess Spread or on the Certificates
of any such Class in excess of the total amounts of principal and
interest that would have been distributable thereon if such Cash
Liquidation or REO Disposition had occurred but had resulted in a
Realized Loss equal to zero. Notwithstanding the foregoing, no
such distribution shall be made with respect to the Excess Spread
or the Certificates of any Class to the extent that either (i)
such Excess Spread or Class was protected against the related
Realized Loss pursuant to any instrument or fund established
under
Section 11.01(e) or (ii) such Excess Spread or Class of
Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other
instruments representing interests therein have been issued in
one
or more classes, and any of such separate certificates or other
instruments was protected against the related Realized Loss
pursuant to any limited guaranty, payment obligation, irrevocable
letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any
amount to be so distributed with respect to the Certificates of
any Class shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately
preceding the date of such distribution, on a pro rata basis
based
on the Percentage Interest represented by each Certificate of
such
Class as of such Record Date. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage
Loans that are no longer assets of the Trust Fund.
(h) 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.
(i) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution with
respect
to any Class of Certificates will be made on the next
Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after
such Determination Date, mail on such date to each Holder of such
Class of Certificates a notice to the effect that: (i) the
Trustee
anticipates that the final distribution with respect to such
Class
of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the
office
of the Trustee or as otherwise specified therein, and (ii) no
interest shall accrue on such Certificates from and after the end
of the prior calendar month. In the event that
Certificateholders
required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with
respect to such Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the benefit
of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date
the
Master Servicer shall forward to the Trustee and the Trustee
shall
forward by mail to each Holder, the Owner of the Excess Spread
and
the Company a statement setting forth the following information
as
to the Excess Spread and each Class of Certificates to the extent
applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the
Certificate Principal Balance thereof, and (b) the aggregate
amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of
such Class of Certificates allocable to interest and to the
Owner of the Excess Spread;
(iii) if the distribution to the Holders of such
Class of Certificates or such Owner is less than the full
amount that would be distributable to such Holders or Owner
if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master
Servicer pursuant to Section 4.04;
(v) the number and Pool Stated Principal
Balance of the Mortgage Loans after giving effect to the
distribution of principal on such Distribution Date;
(vi) the aggregate Certificate Principal Balance
of
each Class of Certificates, and each of the Senior, Class M
and Class B Percentages, after giving effect to the amounts
distributed on such Distribution Date, separately
identifying any reduction thereof due to Realized Losses
other than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal
Distribution Amount and Prepayment Distribution Percentage,
if applicable;
(viii) on the basis of the most recent reports
furnished to it by Subservicers, the number and aggregate
principal balances of Mortgage Loans that are delinquent (A)
one month, (B) two months and (C) three months and the
number and aggregate principal balance of Mortgage Loans
that are in foreclosure;
(ix) the number, aggregate principal balance and
book value of any REO Properties;
(x) the aggregate Accrued Certificate Interest
remaining unpaid, if any, for each Class of Certificates,
after giving effect to the distribution made on such
Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount
and Bankruptcy Amount as of the close of business on such
Distribution Date and a description of any change in the
calculation of such amounts;
(xii) the weighted average Spread Rate for such
Distribution Date;
(xiii) the occurrence of the Credit Support
Depletion Date, the Class A-6 Accretion Termination Date and
the Class A-8 Accretion Termination and the Class A-8
Accretion Termination Date;
(xiv) the Adjusted Senior Accelerated
Distribution Percentage and Adjusted Lockout Accelerated
Distribution Percentage applicable to such distribution;
(xv) the Senior Percentage for such Distribution
Date;
(xvi) the aggregate amount of Realized Losses
for such Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to
maturity of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon
reasonable request, such additional information as is reasonably
obtainable by the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare, or cause
to
be prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Owner of
the Excess Spread or the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated
for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be
provided
by the Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare, or cause
to
be prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Holder of
a Class R Certificate, a statement containing the applicable
distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class R Certificate.
Such obligation of the Master Servicer shall be deemed to have
been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to
any requirements of the Code.
(d) Upon the written request of any Certificateholder,
the Master Servicer, as soon as reasonably practicable, shall
provide the requesting Certificateholder with such information as
is necessary and appropriate, in the Master Servicer's sole
discretion, for purposes of satisfying applicable reporting
requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and
the Company; Advances by the Master
Servicer.
(a) Prior to the close of business on the Business Day
next succeeding each Determination Date, the Master Servicer
shall
furnish a written statement to the Trustee, any Paying Agent and
the Company (the information in such statement to be made
available to Certificateholders and the Owner of the Excess
Spread
by the Master Servicer on request) setting forth (i) the
Available
Distribution Amount and (ii) the amounts required to be withdrawn
from the Custodial Account and deposited into the Certificate
Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a). The
determination by the Master Servicer of such amounts shall, in
the
absence of obvious error, be presumptively deemed to be correct
for all purposes hereunder and the Trustee shall be protected in
relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each
Certificate Account Deposit Date, the Master Servicer shall
either
(i) deposit in the Certificate Account from its own funds, or
funds received therefor from the Subservicers, an amount equal to
the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount
equal to the aggregate amount of Monthly Payments (with each
interest portion thereof adjusted to the Net Mortgage Rate), less
the amount of any related Debt Service Reductions or reductions
in
the amount of interest collectable from the Mortgagor pursuant to
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended,
or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as
of
the related Determination Date; provided that no Advance shall be
made if it would be a Nonrecoverable Advance, (ii) withdraw from
amounts on deposit in the Custodial Account and deposit in the
Certificate Account all or a portion of the Amount Held for
Future
Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii)
aggregating the amount of such Advance. Any portion of the
Amount
Held for Future Distribution so used shall be replaced by the
Master Servicer by deposit in the Certificate Account on or
before
11:00 A.M. New York time on any future Certificate Account
Deposit
Date to the extent that funds attributable to the Mortgage Loans
that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date
shall
be less than payments to Certificateholders and the Excess Spread
required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been
deposited in the Custodial Account on or before such Distribution
Date as part of the Advance made by the Master Servicer pursuant
to this Section 4.04. The amount of any reimbursement pursuant
to
Section 4.02(a)(iii) in respect of outstanding Advances on any
Distribution Date shall be allocated to specific Monthly Payments
due but delinquent for previous Due Periods, which allocation
shall be made, to the extent practicable, to Monthly Payments
which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to
the Master Servicer from recoveries on related Mortgage Loans
pursuant to Section 3.10.
The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by
a
certificate of a Servicing Officer delivered to the Seller and
the
Trustee.
In the event that the Master Servicer determines as of the
Business Day preceding any Certificate Account Deposit Date that
it will be unable to deposit in the Certificate Account an amount
equal to the Advance required to be made for the immediately
succeeding Distribution Date, it shall give notice to the Trustee
of its inability to advance (such notice may be given by
telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion of such amount that it will
be unable to deposit. Not later than 3:00 P.M., New York time,
on
the Certificate Account Deposit Date the Trustee shall, unless by
12:00 Noon, New York time, on such day the Trustee shall have
been
notified in writing (by telecopy) that the Master Servicer shall
have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master
Servicer shall have given notice pursuant to the preceding
sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this
Agreement
in accordance with Section 7.01 and (b) assume the rights and
obligations of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal
to the Advance for the immediately succeeding Distribution Date.
The Trustee shall deposit all funds it receives pursuant to
this Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall
determine the total amount of Realized Losses, if any, that
resulted from any Cash Liquidation, Debt Service Reduction,
Deficient Valuation or REO Disposition that occurred during the
related Prepayment Period. The amount of each Realized Loss
shall
be evidenced by an Officers' Certificate. All Realized Losses,
other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; second, to the Class B-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; third, to the
Class B-1 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class M-3
Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fifth, to the Class M-2 Certificates until
the Certificate Principal Balance thereof has been reduced to
zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and,
thereafter, if such Realized Losses are on a Discount Mortgage
Loan, to the Class A-13 Certificates, in an amount equal to the
Discount Fraction of the principal portion thereof, and the
remainder of such Realized Losses and the entire amount of such
Realized Losses on Non-Discount Mortgage Loans among all the
Class
A Certificates (other than the Class A-13 Certificates), Class R
Certificates and, in respect of the interest portion of such
Realized Losses, the Excess Spread, on a pro rata basis, as
described below. Any Excess Special Hazard Losses, Excess
Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses
on
Non-Discount Mortgage Loans will be allocated among the Class A
(other than the Class A-13 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-13 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-13 Certificates), Class M, Class B and Class R Certificates on
a
pro rata basis, as described below; except that the principal
portion of Defaulted Mortgage Losses otherwise allocable to the
Super Senior Certificates will be allocated to the Class A-12
Certificates until the Certificate Principal Balance of the Class
A-12 Certificates is reduced to zero. Any Realized Losses
allocated to the Class A-6 Certificates pursuant to this Section
4.05 will be allocated among the Class A-6 Component A, Class A-6
Component B and Class A-6 Component C on a pro rata basis in the
case of the principal portion of such Realized Losses and to the
Class A-6 Component A, Class A-6 Component B, Class A-6 Component
C and Class A-6 Component D on a pro rata basis in the case of
the
interest portion of such Realized Losses.
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 or among two or more Components means an
allocation on a pro rata basis, among the various Classes so
specified and the Excess Spread or among the various Components,
to each such Class of Certificates or each such Component on the
basis of their then outstanding Certificate Principal Balances or
amounts 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;
provided that in determining the Certificate Principal Balance of
the Class A-6 Certificates for the purpose of allocating any
portion of a Realized Loss thereto, the Certificate Principal
Balance of the Class A-6 Certificates shall be deemed to be equal
to the sum of the amounts of the Class A-6 Component A, the Class
A-6 Component B and the Class A-6 Component C and the amount of
the Class A-6 Component C shall be deemed to be the lesser of (i)
the original amount of such Component and (ii) the amount of such
Component prior to giving effect to distributions to be made on
such Distribution Date; and provided further that the Certificate
Principal Balance of the Class A-8 Certificates for the purpose
of
allocating any portion of a Realized Loss thereto shall be deemed
to be the lesser of (i) the original Certificate Principal
Balance
thereof and (ii) the Certificate Principal Balance thereof prior
to giving effect to distributions to be made on such Distribution
Date. Except as provided in the following sentence, any
allocation
of the principal portion of Realized Losses (other than Debt
Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof by the amount
so allocated, which allocation shall be deemed to have occurred
on
such Distribution Date. Any allocation of the principal portion
of
Realized Losses (other than Debt Service Reductions) to the Class
B Certificates or, after the Certificate Principal Balances of
the
Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical
designation shall be made by operation of the definition of
"Certificate Principal Balance" and by operation of the
provisions
of Section 4.02(a). Allocations of the interest portions of
Realized Losses shall be made by operation of the definition of
"Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt
Service Reductions shall be made by operation of the provisions
of
Section 4.02(a). All Realized Losses and all other losses
allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.
Section 4.06. Reports of Foreclosures and Abandonment
of Mortgaged Property.
The Master Servicer or the Subservicers shall file
information returns with respect to the receipt of mortgage
interests received in a trade or business, the reports of
foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness
income with respect to any Mortgaged Property required by
Sections
6050H, 6050J and 6050P, respectively, of the Code, and deliver to
the Trustee an Officers' Certificate on or before March 31 of
each
year stating that such reports have been filed. Such reports
shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the
Code.
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.
As to any Mortgage Loan which is delinquent in payment by 90
days or more, the Master Servicer may, at its option, purchase
such Mortgage Loan from the Trustee at the Purchase Price
therefor. If at any time the Master Servicer makes a payment to
the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the
Trustee a certification signed by a Servicing Officer stating
that
the amount of such payment has been deposited in the Certificate
Account, then the Trustee shall execute the assignment of such
Mortgage Loan at the request of the Master Servicer without
recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan,
and all security and documents relative thereto. Such assignment
shall be an assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such security
and documents, free of any further obligation to the Trustee or
the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master
Servicer
shall continue to service any such Mortgage Loan after the date
of
such purchase in accordance with the terms of this Agreement and,
if any Realized Loss with respect to such Mortgage Loan occurs,
allocate such Realized Loss in accordance with the terms hereof
as
if such Mortgage Loan had not been so purchased. For purposes of
this Agreement, a payment of the Purchase Price by the Master
Servicer pursuant to this Section 4.07 will be viewed as an
advance and any Realized Loss shall be recoverable pursuant to
the
provisions for the recovery of advances as set forth herein.
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-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificates and Class A-6
Component A, Class A-6 Component B and Class A-6 Component C
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 T, (ii) Uncertificated REMIC I Regular Interest U, (iii)
Uncertificated REMIC I Regular Interest V, (iv) Uncertificated
REMIC I Regular Interest W, (v) Uncertificated REMIC I Regular
Interest X and (vi) 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-1
Certificates, (ii) Class A-4 Certificates, (iii) Class A-5
Certificates, (iv) Class A-11 Certificates, (v) Class A-13
Certificates and (vi) Class A-2, Class A-3, Class A-7, Class A-8,
Class A-9, Class A-10, 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 Class A-6 Component A, Class A-6 Component B and Class A-6
Component C, 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).
(d) In determining from time to time the
Uncertificated REMIC I Regular Interest T Distribution Amount,
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 Interest Z Distribution Amount,
Realized Losses allocated to the Class A-1 Certificates and the
Class A-6 Component D under Section 4.05 shall be deemed
allocated
to Uncertificated REMIC I Regular Interest T; Realized Losses
allocated to the Class A-4 Certificates and the Class A-6
Component D under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest U; Realized Losses
allocated to the Class A-5 Certificates and the Class A-6
Component D under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest V; Realized Losses
allocated to the Class A-11 Certificates and the Class A-6
Component D under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest W; Realized Losses
allocated to the Class A-13 Certificates under Section 4.05 shall
be deemed allocated to Uncertificated REMIC I Regular Interest X;
Realized Losses allocated to the Class A-2, Class A-3, Class A-6
(to the extent of Class A-6 Component A, Class A-6 Component B
and
Class A-6 Component C), Class A-7, Class A-8, class A-9, Class
A-10, Class A-12, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3, Class R-I and Class R-II Certificates under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I
Regular Interest Y; and Realized Losses allocated to the Excess
Spread under Section 4.05 shall be deemed allocated to the
Uncertificated REMIC I Regular Interest Z. Any allocations of
Realized Losses deemed to be allocated to Uncertificated REMIC I
Regular Interest T, Uncertificated REMIC I Regular Interest U,
Uncertificated REMIC I Regular Interest V and Uncertificated
REMIC
I Regular Interest W in respect of Realized Losses allocated to
the Class A-6 Component D shall be allocated to each such REMIC I
Regular Interest on a pro rata basis, based on the pro rata
allocation of Accrued Certificate Interest on each portion of the
Notional Amount of the Class A-6 Component D.
(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 A-13, 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.
(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.
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R
Certificates, respectively, shall be substantially in the forms
set forth in Exhibits A, B, C and D and shall, on original issue,
be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Certificates,
other than the Class R Certificates, shall be issuable in minimum
dollar denominations of $25,000 (or $250,000 in the case of the
Class A-6, Class M-2, Class M-3, Class B-1, Class B-2 and Class
B-3 Certificates) and integral multiples of $1 (in the case of
the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, 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-13, 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-13 $ 25,301.34
Class M-1 $ 25,396.00
Class M-2 $250,109.00
Class M-3 $250,287.00
Class B-1 $250,372.00
Class B-2 $250,822.00
Class B-3 $250,914.66
The Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest;
provided, however, that one Class R-I Certificate and one Class
R-II Certificate will be issuable to Residential Funding as "tax
matters person" pursuant to Section 10.01(c) and (e) in a minimum
denomination representing a Percentage Interest of not less than
0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee.
Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this
Agreement,
or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the
form provided for herein executed by the Certificate Registrar by
manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.
All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-6
Certificates and Class A-13 Certificates, shall initially be
issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the
Trustee except to another Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold their
respective Ownership Interests in and to each of the Class A
Certificates, other than the Class A-6 Certificates and Class
A-13
Certificates, through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to
Definitive
Certificates in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate
Owner.
Each Depository Participant shall transfer the Ownership
Interests
only in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all
purposes (including the making of payments due on the respective
Classes of Book-Entry Certificates) deal with the Depository as
the authorized representative of the Certificate Owners with
respect to the respective Classes of Book-Entry Certificates for
the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the
respective Classes of Book-Entry Certificates shall be limited to
those established by law and agreements between such Certificate
Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any
Class of Book-Entry Certificates with respect to any particular
matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may
establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders
and
shall give notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge
its responsibilities as Depository and (B) the Company is unable
to locate a qualified successor or (ii) the Company at its option
advises the Trustee in writing that it elects to terminate the
book-entry system through the Depository, the Trustee shall
notify
all Certificate Owners, through the Depository, of the occurrence
of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue
the Definitive Certificates. Neither the Company, the Master
Servicer nor the Trustee shall be liable for any actions taken by
the Depository or its nominee, including, without limitation, any
delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.
Upon
the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Company in
connection with the issuance of the Definitive Certificates
pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master
Servicer shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
Section 5.02. Registration of Transfer and Exchange of
Certificates and Restrictions on Transfer
of Excess Spread.
(a) The Trustee shall cause to be kept at one of the
offices or agencies to be appointed by the Trustee in accordance
with the provisions of Section 8.12 a Certificate Register in
which, subject to such reasonable regulations as it may
prescribe,
the Trustee shall provide for the registration of Certificates
and
of transfers and exchanges of Certificates as herein provided.
The Trustee is initially appointed Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges
of
Certificates as herein provided. The Certificate Registrar, or
the Trustee, shall provide the Master Servicer with a certified
list of Certificateholders as of each Record Date prior to the
related Determination Date.
(b) Upon surrender for registration of transfer of any
Certificate at any office or agency of the Trustee maintained for
such purpose pursuant to Section 8.12 and, in the case of any
Class A-6, Class A-12, 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 A-6 Certificate or 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 A-6 Certificate
or Class B Certificate is to be made either (i)(A) the Trustee
shall require a written Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company
that such transfer may be made pursuant to an exemption,
describing the applicable exemption and the basis therefor, from
said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee,
the Company or the Master Servicer and (B) the Trustee shall
require the transferee to execute a representation letter,
substantially in the form of Exhibit J hereto, and the Trustee
shall require the transferor to execute a representation letter,
substantially in the form of Exhibit K hereto, each acceptable to
and in form and substance satisfactory to the Company and the
Trustee certifying to the Company and the Trustee the facts
surrounding such transfer, which representation letters shall not
be an expense of the Trustee, the Company or the Master Servicer
or (ii) the prospective transferee of such a Certificate shall be
required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of
Exhibit L attached hereto (or such other form as the Company in
its sole discretion deems acceptable), which investment letter
shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other
things, such transferee (A) is a "qualified institutional buyer"
as defined under Rule 144A, acting for its own account or the
accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (B) is aware that the proposed transferor
intends to rely on the exemption from registration requirements
under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any
such transfer, sale, pledge or other disposition shall, and does
hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar against any liability that
may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and
state laws.
(e) The first transfer of any Class A-6 Certificate by the
first Holder that is not an Affiliate of the Company may only be
made if the prospective transferee of such a Certificate provides
the Trustee, the Company and the Master Servicer with an
investment letter substantially in the form of Exhibit L attached
hereto (or such other form as the Company in its sole discretion
deems acceptable), which investment letter shall not be an
expense
of the Trustee, the Company or the Master Servicer; provided,
however, that notwithstanding the foregoing, the transferees of
the Class A-6 Certificates in the aggregate who purchased from
the
first Holder that was not an Affiliate of the Company may include
three institutional accredited investors who purchased in
compliance with the first sentence of Section 5.02(d). Such
transfers shall be deemed to have complied with the requirements
of Section 5.02(d). The Holder of such a Certificate desiring to
effect such transfer does hereby agree to indemnify the Trustee,
the Company, the Master Servicer and the Certificate Registrar
against any liability that may result if transfer is not made in
accordance with this Agreement. Each Holder of such a
Certificate
on the Closing Date does hereby agree that it will comply with
the
requirements of this Section 5.02(e) in connection with the
transfer of any such Certificate.
(f) In the case of any Class A-12, Class M, Class B or
Class R Certificate presented for registration in the name of an
employee benefit plan or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Code
(or
comparable provisions of any subsequent enactments) or any Person
(including an investment manager, a named fiduciary or a trustee
of any such plan) who is using "plan assets" of any such plan to
effect such acquisition, unless otherwise directed by the
Company,
the Trustee shall require an Opinion of Counsel acceptable to and
in form and substance satisfactory to the Trustee, the Company
and
the Master Servicer to the effect that the purchase or holding of
a Class A-12, Class M, Class B or Class R Certificate is
permissible under applicable law, will not constitute or result
in
any non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code, and will not subject the Trustee,
the
Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee,
the Company or the Master Servicer. The Trustee may (unless
otherwise directed by the Company) require that any prospective
transferee of a Class M, Class B or Class R Certificate provide
either a certification to the effect set forth in paragraph six
of
Exhibit J, which the Trustee may rely upon without further
inquiry
or investigation, or such other certifications as the Trustee may
deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is
requested is not an employee benefit plan or other plan subject
to
the prohibited transaction provisions of ERISA or Section 4975 of
the Code, or any Person (including an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition. So long as
the Class A-12 Certificates are Book-Entry Certificates, any
purchaser of a Class A-12 Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is
not
an employee benefit plan or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code and
is
not purchasing such Certificates on behalf of or with "plan
assets" of any Plan or (b) the purchase 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.
(g) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause
(iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with any such
sale. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the
Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from
the proposed Transferee, in form and substance satisfactory
to the Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as
a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will
endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(g) and agrees
to be bound by them, and (II) a certificate, in the form
attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the
proposed Transfer is to impede the assessment or collection
of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the Trustee
who is assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require
a Transfer Affidavit and Agreement from any other Person to
whom such Person attempts to transfer its Ownership Interest
in a Class R Certificate and (y) not to transfer its
Ownership Interest unless it provides a certificate to the
Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give the
Trustee written notice that it is a "pass-through interest
holder" within the meaning of Temporary Treasury Regulations
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is
holding an Ownership Interest in a Class R Certificate on
behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such
transfer in the form attached hereto as Exhibit I-2 and all of
such other documents as shall have been reasonably required by
the
Trustee as a condition to such registration. Transfers of the
Class R Certificates to Non-United States Persons and
Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall become
a
holder of a Class R Certificate, then the last preceding
Permitted
Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the
date of registration of such Transfer of such Class R
Certificate.
If a Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall
be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(g) or for making any payments
due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of
this Agreement.
(B) If any purported Transferee shall become a
Holder of a Class R Certificate in violation of the restrictions
in this Section 5.02(g) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer shall
have the right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R Certificate to
a
purchaser selected by the Master Servicer on such terms as the
Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in
accordance with the instructions of the Master Servicer. Such
purchaser may be the Master Servicer itself or any Affiliate of
the Master Servicer. The proceeds of such sale, net of the
commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will
be remitted by the Master Servicer to such purported Transferee.
The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Master
Servicer,
and the Master Servicer shall not be liable to any Person having
an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall
make available, upon written request from the Trustee, all
information necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate
to any Person who is a Disqualified Organization, including the
information regarding "excess inclusions" of such Class R
Certificates required to be provided to the Internal Revenue
Service and certain Persons as described in Treasury Regulations
Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result
of
any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership
Interest in a Class R Certificate having as among its record
holders at any time any Person who is a Disqualified
Organization.
Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(g) set forth prior
to this clause (v) may be modified, added to or eliminated,
provided that there shall have been delivered to the Trustee the
following:
(A) written notification from each Rating Agency to
the effect that the modification, addition to or elimination
of such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating
Agency; and
(B) a certificate of the Master Servicer stating
that the Master Servicer has received an Opinion of Counsel,
in form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence
of such provisions will not cause 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.
(h) 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.
(i) All Certificates surrendered for transfer and exchange
shall be destroyed by the Certificate Registrar.
(j) So long as the Excess Spread remains uncertificated,
no transfer, sale, pledge or other disposition thereof shall be
made by Residential Funding.
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.
If (i) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Trustee and the Certificate
Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Trustee or
the Certificate Registrar that such Certificate has been acquired
by a bona fide purchaser, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and
Percentage
Interest but bearing a number not contemporaneously outstanding.
Upon the issuance of any new Certificate under this Section, the
Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses
of
the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the
Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration
of transfer, the Company, the Master Servicer, the Trustee, the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner
of
such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Company, the Master Servicer, the Trustee, the
Certificate Registrar nor any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar shall be
affected by notice to the contrary except as provided in Section
5.02(g).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of
making distributions to 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
Servicer or the Company shall have the right, at its option, to
purchase the Certificates in whole, but not in part, at a price
equal to the outstanding Certificate Principal Balance of such
Certificates plus the sum of one month's Accrued Certificate
Interest thereon and any previously unpaid Accrued Certificate
Interest.
(b) The Master Servicer or the Company, as applicable,
shall give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that it will purchase the Certificates
pursuant to Section 5.06(a). Notice of any such purchase,
specifying the Distribution Date upon which the Holders may
surrender their Certificates to the Trustee for payment in
accordance with this Section 5.06, shall be given promptly by the
Master Servicer or the Company, as applicable, by letter to
Certificateholders (with a copy to the Certificate Registrar and
each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of
such final distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of
the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein
specified.
If either the Master Servicer or the Company gives the notice
specified above, the Master Servicer or the Company, as
applicable, shall deposit in the Certificate Account before the
Distribution Date on which the purchase pursuant to Section
5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as
provided above.
(c) Upon presentation and surrender of the Certificates to
be purchased pursuant to Section 5.06(a) by the Holders thereof,
the Trustee shall distribute to such Holders an amount equal to
the outstanding Certificate Principal Balance thereof plus the
sum
of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with respect
thereto.
(d) In the event that any Certificateholders do not
surrender their Certificates on or before the Distribution Date
on
which a purchase pursuant to this Section 5.06 is to be made, the
Trustee shall on such date cause all funds in the Certificate
Account deposited therein by the Master Servicer or the Company,
as applicable, pursuant to Section 5.06(b) to be withdrawn
therefrom and deposited in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or
the
Company, as applicable, shall give a second written notice to
such
Certificateholders to surrender their Certificates for payment of
the purchase price therefor. If within six months after the
second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as
directed
by the Master Servicer or the Company, as applicable, to contact
the Holders of such Certificates concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow
account and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within nine
months after the second notice any Certificates shall not have
been surrendered for cancellation in accordance with this Section
5.06, the Trustee shall pay to the Master Servicer or the
Company,
as applicable, all amounts distributable to the Holders thereof
and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders.
No interest shall accrue or be payable to any Certificateholder
on
any amount held in the escrow account or by the Master Servicer
or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate
that is not surrendered on the Distribution Date on which a
purchase pursuant to this Section 5.06 occurs as provided above
will be deemed to have been purchased and the Holder as of such
date will have no rights with respect thereto except to receive
the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated
thereto.
Any Certificates so purchased or deemed to have been purchased on
such Distribution Date shall remain outstanding hereunder. The
Master Servicer or the Company, as applicable, shall be for all
purposes the Holder thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and
the Master Servicer.
The Company and the Master Servicer shall each be liable in
accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by the
Company and the Master Servicer herein. By way of illustration
and not limitation, the Company is not liable for the servicing
and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the
Master Servicer or to appoint a designee to assume such
obligations, nor is it liable for any other obligation hereunder
that it may, but is not obligated to, assume unless it elects to
assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or
the Master Servicer; Assignment of Rights
and Delegation of Duties by Master
Servicer.
(a) The Company and the Master Servicer will each keep in
full effect its existence, rights and franchises as a corporation
under the laws of the state of its incorporation, and will each
obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is
or
shall be necessary to protect the validity and enforceability of
this Agreement, the Certificates or any of the Mortgage Loans and
to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master
Servicer may be merged or consolidated, or any corporation
resulting from any merger or consolidation to which the Company
or
the Master Servicer shall be a party, or any Person succeeding to
the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC;
and provided further that each Rating Agency's ratings, if any,
of
the Class A, Class M, Class B or Class R Certificates in effect
immediately prior to such merger or consolidation will not be
qualified, reduced or withdrawn as a result thereof (as evidenced
by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and
Section 6.04 to the contrary, the Master Servicer may assign its
rights and delegate its duties and obligations under this
Agreement; provided that the Person accepting such assignment or
delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably
satisfactory to the Trustee and the Company, is willing to
service
the Mortgage Loans and executes and delivers to the Company and
the Trustee an agreement, in form and substance reasonably
satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or
observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of
Certificates that have been rated in effect immediately prior to
such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as
evidenced by a letter to such effect from each Rating Agency).
In
the case of any such assignment and delegation, the Master
Servicer shall be released from its obligations under this
Agreement, except that the Master Servicer shall remain liable
for
all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding
sentence.
Section 6.03. Limitation on Liability of the Company,
the Master Servicer and Others.
Neither the Company, the Master Servicer nor any of the
directors, officers, employees or agents of the Company or the
Master Servicer shall be under any liability to the Trust Fund or
the Certificateholders or the Owner of the Excess Spread for any
action taken or for refraining from the taking of any action in
good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the
Company, the Master Servicer or any such Person against any
breach
of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful
misfeasance,
bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder.
The Company, the Master Servicer and any director, officer,
employee or agent of the Company or the Master Servicer may rely
in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters
arising hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master
Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection
with
any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to
this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in
the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.
Neither the Company nor the Master Servicer shall be under
any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and
which in its opinion may involve it in any expense or liability;
provided, however, that the Company or the Master Servicer may in
its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to
this Agreement and the rights and duties of the parties hereto
and
the interests of the Certificateholders hereunder. In such
event,
the legal expenses and costs of such action, proceeding, hearing
or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the
Company
and the Master Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans on
deposit in the Custodial Account as provided by Section 3.10 and,
on the Distribution Date(s) following such reimbursement, the
aggregate of such expenses and costs shall be allocated in
reduction of the Accrued Certificate Interest on each Class
entitled thereto in the same manner as if such expenses and costs
constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the
Company nor the Master Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon
determination that its duties hereunder are no longer permissible
under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to
the
Trustee. No such resignation by the Master Servicer shall become
effective until the Trustee or a successor servicer shall have
assumed the Master Servicer's responsibilities and obligations in
accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the
following events (whatever reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative
or governmental body):
(i) the Master Servicer shall fail to
distribute or cause to be distributed to the Owner of the
Excess Spread or the Holders of Certificates of any Class
any distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of
5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have
been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the
Trustee by the Owner of the Excess Spread or the Holders of
Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or
perform in any material respect any other of the covenants
or agreements on the part of the Master Servicer contained
in the Certificates of any Class or in this Agreement and
such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the
case of a failure to pay the premium for any Required
Insurance Policy) after the date on which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the
Trustee by the Owner of the Excess Spread or the Holders of
Certificates of any Class evidencing, in the case of any
such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the
appointment of a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets
and liabilities, or similar proceedings of, or relating to,
the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing
its inability to pay its debts generally as they become due,
file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee
pursuant to Section 4.04(b) that it is unable to deposit in
the Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this
Section shall occur, then, and in each and every such case, so
long as such Event of Default shall not have been remedied,
either
the Company or the Trustee may, and at the direction of Holders
of
Certificates or the Owner of the Excess Spread entitled to at
least 51% of the Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Company if given by
the
Trustee or to the Trustee if given by the Company), terminate all
of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder.
If an Event of Default described in clause (vi) hereof shall
occur, the Trustee shall, by notice to the Master Servicer and
the
Company, immediately terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as
a Certificateholder hereunder as provided in Section 4.04(b). On
or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Certificates (other than
as
a Holder thereof) or the Mortgage Loans or otherwise, shall
subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and,
without limitation, the Trustee is hereby authorized and
empowered
to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the
Trustee in effecting the termination of the Master Servicer's
responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee or its designee for
administration by it of all cash amounts which shall at the time
be credited to the Custodial Account or the Certificate Account
or
thereafter be received with respect to the Mortgage Loans. No
such termination shall release the Master Servicer for any
liability that it would otherwise have hereunder for any act or
omission prior to the effective time of such termination.
Notwithstanding any termination of the activities of
Residential Funding in its capacity as Master Servicer hereunder,
Residential Funding shall be entitled to receive, out of any late
collection of a Monthly Payment on a Mortgage Loan which was due
prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such
notice, that portion to which Residential Funding would have been
entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well
as its Servicing Fee in respect thereof, and any other amounts
payable to Residential Funding hereunder the entitlement to which
arose prior to the termination of its activities hereunder. Upon
the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the
Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of
Successor.
On and after the time the Master Servicer receives a notice
of termination pursuant to Section 7.01 or resigns in accordance
with Section 6.04, the Trustee or, upon notice to the Company and
with the Company's consent (which shall not be unreasonably
withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the
Master Servicer in its capacity as servicer under this Agreement
and the transactions set forth or provided for herein and shall
be
subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections
2.02 and 2.03(a), excluding the duty to notify related
Subservicers or Sellers as set forth in such Sections, and its
obligations to deposit amounts in respect of losses incurred
prior
to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections
3.07(c) and 4.01(b) by the terms and provisions hereof);
provided,
however, that any failure to perform such duties or
responsibilities caused by the preceding Master Servicer's
failure
to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation
therefor, the Trustee shall be entitled to all funds relating to
the Mortgage Loans which the Master Servicer would have been
entitled to charge to the Custodial Account or the Certificate
Account if the Master Servicer had continued to act hereunder
and,
in addition, shall be entitled to the income from any Permitted
Investments made with amounts attributable to the Mortgage Loans
held in the Custodial Account or the Certificate Account. If the
Trustee has become the successor to the Master Servicer in
accordance with Section 6.04 or Section 7.01, then
notwithstanding
the above, the Trustee may, if it shall be unwilling to so act,
or
shall, if it is unable to so act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and
home finance institution, which is also a FNMA- or FHLMC-approved
mortgage servicing institution, having a net worth of not less
than $10,000,000 as the successor to the Master Servicer
hereunder
in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder. Pending
appointment of a successor to the Master Servicer hereunder, the
Trustee shall become successor to the Master Servicer and shall
act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess
of
that permitted the initial Master Servicer hereunder. The
Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be
necessary
to effectuate any such succession. The Servicing Fee for any
successor Master Servicer appointed pursuant to this Section 7.02
will be lowered with respect to those Mortgage Loans, if any,
where the Subservicing Fee accrues at a rate of less than 0.20%
per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to
raise the related Subservicing Fee to a rate of 0.20% per annum
in
order to hire a Subservicer with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a
successor to the Master Servicer, the Trustee shall give prompt
written notice thereof to the Certificateholders and the Owner of
the Excess Spread at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any Event of
Default, the Trustee shall transmit by mail to all Holders of
Certificates notice of each such Event of Default hereunder known
to the Trustee, unless such Event of Default shall have been
cured
or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights
affected by a default or Event of Default hereunder, and the
Owner
of the Excess Spread if affected thereby, may waive such default
or Event of Default; provided, however, that (a) a default or
Event of Default under clause (i) of Section 7.01 may be waived
only by all of the Holders of Certificates affected by such
default or Event of Default and the Owner of the Excess Spread if
so affected and (b) no waiver pursuant to this Section 7.04 shall
affect the Holders of Certificates or the Owner of the Excess
Spread in the manner set forth in Section 11.01(b)(i), (ii) or
(iii). Upon any such waiver of a default or Event of Default by
the Holders representing the requisite percentage of Voting
Rights
affected by such default or Event of Default, such default or
Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other default or Event of Default or
impair any right consequent thereon except to the extent
expressly
so waived.
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 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 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
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 which may have occurred, the Trustee shall not be
bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates of
any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid
by the Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys; and
(vii) To the extent authorized under the Code and
the
regulations promulgated thereunder, each Holder of a Class R
Certificate hereby irrevocably appoints and authorizes the
Trustee to be its attorney-in-fact for purposes of signing
any Tax Returns required to be filed on behalf of the Trust
Fund. The Trustee shall sign on behalf of the Trust Fund
and deliver to the Master Servicer in a timely manner any
Tax Returns prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or
local tax laws, provided that the Master Servicer shall
indemnify the Trustee for signing any such Tax Returns that
contain errors or omissions.
(b) Following the issuance of the Certificates, the
Trustee shall not accept any contribution of assets to the Trust
Fund unless it shall have obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not
(i) cause either REMIC I or REMIC II to fail to qualify as a
REMIC
at any time that any Certificates are outstanding or (ii) cause
the Trust Fund to be subject to any federal tax as a result of
such contribution (including the imposition of any federal tax on
"prohibited transactions" imposed under Section 860F(a) of the
Code).
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the execution of the Certificates and relating to the
acceptance and receipt of the Mortgage Loans) shall be taken as
the statements of the Company or the Master Servicer as the case
may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates
(except that the Certificates shall be duly and validly executed
and authenticated by it as Certificate Registrar) or of any
Mortgage Loan or related document. Except as otherwise provided
herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the
Certificates or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Company or the Master
Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Custodial Account or the Certificate Account
by
the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates with the same rights
it would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees
and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the
Trustee and any co-trustee from time to time, and the Trustee and
any co-trustee shall be entitled to, reasonable compensation
(which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all
services rendered by each of them in the execution of the trusts
hereby created and in the exercise and performance of any of the
powers and duties hereunder of the Trustee and any co-trustee,
and
the Master Servicer will pay or reimburse the Trustee and any
co-trustee upon request for all reasonable expenses,
disbursements
and advances incurred or made by the Trustee or any co-trustee in
accordance with any of the provisions of this Agreement
(including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ, and
the expenses incurred by the Trustee or any co-trustee in
connection with the appointment of an office or agency pursuant
to
Section 8.12) except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee
for, and to hold the Trustee harmless against, any loss,
liability
or expense incurred without negligence or willful misconduct on
its part, arising out of, or in connection with, the acceptance
and administration of the Trust Fund, including the costs and
expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the
exercise
or performance of any of its powers or duties under this
Agreement, provided that:
(i) with respect to any such claim, the
Trustee shall have given the Master Servicer written notice
thereof promptly after the Trustee shall have actual
knowledge thereof;
(ii) while maintaining control over its own defense,
the Trustee shall cooperate and consult fully with the
Master Servicer in preparing such defense; and
(iii) notwithstanding anything in this Agreement to
the contrary, the Master Servicer shall not be liable for
settlement of any claim by the Trustee entered into without
the prior consent of the Master Servicer which consent shall
not be unreasonably withheld.
No termination of this Agreement shall affect the obligations
created by this Section 8.05(b) of the Master Servicer to
indemnify the Trustee under the conditions and to the extent set
forth herein.
Notwithstanding the foregoing, the indemnification provided
by the Master Servicer in this Section 8.05(b) shall not pertain
to any loss, liability or expense of the Trustee, including the
costs and expenses of defending itself against any claim,
incurred
in connection with any actions taken by the Trustee at the
direction of 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.
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
instruments shall be delivered to the Company, one complete set
to
the Trustee so removed and one complete set to the successor so
appointed.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the
provisions of this Section shall become effective upon acceptance
of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the
Company
and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal
of
the predecessor trustee shall become effective and such successor
trustee shall become effective and such successor trustee,
without
any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally
named
as trustee herein. The predecessor trustee shall deliver to the
successor trustee all Mortgage Files and related documents and
statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any
successor trustee hereunder), and the Company, the Master
Servicer
and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be
required
for more fully and certainly vesting and confirming in the
successor trustee all such rights, powers, duties and
obligations.
(b) No successor trustee shall accept appointment as
provided in this Section unless at the time of such acceptance
such successor trustee shall be eligible under the provisions of
Section 8.06.
(c) Upon acceptance of appointment by a successor trustee
as provided in this Section, the Company shall mail notice of the
succession of such trustee hereunder to all Holders of
Certificates at their addresses as shown in the Certificate
Register. If the Company fails to mail such notice within 10
days
after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the
expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which
the Trustee may be merged or converted or with which it may be
consolidated or any corporation or national banking association
resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation or national
banking association succeeding to the business of the Trustee,
shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible
under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
The Trustee shall mail notice of any such merger or consolidation
to the Certificateholders 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
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, NY 10006 for the
purpose of keeping the Certificate Register. The Trustee will
maintain an office at the address stated in Section 11.05(c)
hereof where notices and demands to or upon the Trustee in
respect
of this Agreement may be served.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master
Servicer or the Company or Liquidation of
All Mortgage Loans.
(a) Subject to Section 9.03, 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 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 event such notice is
given by the Master Servicer or the Company, the Master Servicer
or the Company, as applicable, shall deposit in the Certificate
Account before the Final Distribution Date in immediately
available funds an amount equal to the purchase price for the
assets of the Trust Fund computed as above provided.
(c) In the case of the Class A Certificates, Class M and
the Class R Certificates, upon presentation and surrender of the
Certificates by the Certificateholders thereof, the Trustee shall
distribute to the Certificateholders (i) the amount otherwise
distributable on such Distribution Date, if not in connection
with
the Master Servicer's or the Company's election to repurchase, or
(ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to
each Certificate the outstanding Certificate Principal Balance
thereof, plus one month's Accrued Certificate Interest and any
previously unpaid Accrued Certificate Interest, subject to the
priority set forth in Section 4.02(a), and (B) with respect to
the
Class R Certificates, any excess of the amounts available for
distribution (including the repurchase price specified in clause
(ii) of subsection (a) of this Section) over the total amount
distributed under the immediately preceding clause (A) and the
Excess Spread. The Trustee shall also distribute to the Owner
the
Excess Spread.
(d) In the event that any Certificateholders shall not
surrender their Certificates for final payment and cancellation
on
or before the Final Distribution Date (if so required by the
terms
hereof), the Trustee shall on such date cause all funds in the
Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a
separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a
second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the
final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company, as
applicable, to contact the remaining Certificateholders
concerning
surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain
in
the escrow account. If within nine months after the second
notice
any Certificates shall not have been surrendered for
cancellation,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such holders.
No interest shall accrue or be payable to any Certificateholder
on
any amount held in the escrow account or by the Master Servicer
or
the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.
Section 9.02. 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 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.
(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.
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,
the Class A, Class M and Class B Certificates and the Excess
Spread 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 Excess
Spread 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 all 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 Servicer hereunder at its
option it 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 hereto 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
reason-
ably 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 each of
REMIC I and REMIC II to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control
and
the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case
may
be, could (i) endanger the status of either REMIC I or REMIC II
as
a REMIC or (ii) result in the imposition of a tax upon each of
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 the Code) (either such event, 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 or the REMIC Administrator, as applicable, determines in
its sole discretion to indemnify the Trust Fund against such tax,
result in the imposition of such a tax. The Trustee shall not
take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer 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.
(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 and REMIC II unless the Master Servicer and the
Trustee
shall have received an Opinion of Counsel (at the expense of the
party seeking to make such contribution) to the effect that the
inclusion of such assets in REMIC I and REMIC II will not cause
REMIC I and REMIC II to fail to qualify as REMICs at any time
that
any Certificates are outstanding or subject REMIC I and 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 enter into any arrangement by which REMIC I and 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 Excess Spread, the
Certificate Principal Balance of each Class of Certificates
representing a regular interest in REMIC II and the
Uncertificated
Principal Balance of each Uncertificated REMIC I Regular Interest
would be reduced to zero is January 25, 2026, which is the
Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for 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 and REMIC II,
(iii) the termination of REMIC I and 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 and 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 and
REMIC II to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund,
the Company, the REMIC Administrator and the Master Servicer for
any taxes and costs including, without limitation, any reasonable
attorneys fees imposed on or incurred by the Trust Fund, the
Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the
Trust Fund, the Company 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 REMIC Administrator's
covenants set forth in this Article X with respect to compliance
with the REMIC Provisions, including without limitation, any
penalties arising from the Trustee's execution of Tax Returns
prepared by the REMIC Administrator that contain errors or
omissions; provided, however, that such liability will not be
imposed to the extent such breach is a result of an error or
omission in information provided to the REMIC Administrator by
the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the
Trust Fund, the Company, the REMIC Administrator and the Trustee
for any taxes and costs (including, without limitation, any
reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a breach of the
Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master
Servicer
that contain errors or omissions.
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
letter from each Rating Agency to such effect, and (B) such
change shall not, as evidenced by an Opinion of Counsel (at
the expense of the party seeking so to modify, eliminate or
add such provisions), cause either the Trust Fund or any of
the Certificateholders (other than the transferor) to be
subject to a federal tax caused by a transfer to a Person
that is not a Permitted Transferee, or
(vi) to provide for the Excess Spread to be
certificated and designated as a Class A Certificate, or
(vii) to make any other provisions with respect to
matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be
amended from time to time by the Company, the Master Servicer and
the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby and the
Owner of the Excess Spread, if affected thereby, for the purpose
of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such
Custodial Agreement or of modifying in any manner the rights of
the Holders of Certificates of such Class or of the Excess
Spread;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or
delay the timing of, payments which are required to be
distributed on any Certificate or the Excess Spread without
the consent of the Holder of such Certificate or the Owner
of the Excess Spread,
(ii) reduce the aforesaid percentage of Certificates
of any Class the Holders of which are required to consent to
any such amendment, in any such case without the consent of
the Holders of all Certificates of such Class then
outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel (at the expense of the party seeking such amendment) to
the effect that such amendment or the exercise of any power
granted to the Master Servicer, the Company or the Trustee in
accordance with such amendment will not result in the imposition
of a federal tax on the Trust Fund or cause 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 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 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 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, 10 Universal
City
Plaza, Suite 2100, Universal City, California 91608, Attention:
Ms. Becker or such other address as may be hereafter furnished to
the Company and the Trustee by the Master Servicer in writing,
(c)
in the case of the Trustee, Four Albany Street, New York, New
York
10006, Attention: Residential Funding Corporation Series 1996-S1
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,
(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.
IN WITNESS WHEREOF, the Company, the Master Servicer and the
Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized and their
respective
seals, duly attested, to be hereunto affixed, all as of the day
and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Diane S. Wold
Title: Vice President
Attest:
Name: Bruce J. Legan
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name: Bruce J. Legan
Title: Director
Attest:
Name: Diane S. Wold
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 1996 before me, a notary
public in and for said State, personally appeared Diane S. Wold,
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 January, 1996 before me, a notary
public in and for said State, personally appeared Bruce J. Legan,
known to me to be a Director of Residential Funding Corporation,
one
of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said
corporation, and acknowledged to me that such corporation
executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of January, 1996 before me, a notary
public in and for said State, personally appeared
________________,
known to me to be a ______________ of Bankers Trust Company, the
national banking association that executed the within instrument,
and also known to me to be the person who executed it on behalf
of
said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986.
[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED
UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION
UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.]
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF
THIS
CERTIFICATE IS JANUARY 30, 1996. ASSUMING THAT THE MORTGAGE
LOANS
PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE
HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000]
[$100,000]
OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], THE YIELD TO MATURITY
IS
___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $_______ PER [$1,000] [$100,000] OF
[INITIAL
CERTIFICATE PRINCIPAL BALANCE], COMPUTED USING THE APPROXIMATE
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR
AT
ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
Certificate No. ____ [___%] Pass-Through Rate
[based on a Notional Amount]
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
___%]
January 1, 1996
Aggregate [Initial
Certificate Principal
Balance] [Notional Amount]
of the Class A-__
Certificates:
First Distribution Date: [Class A-6 Component A: $_____
February 26, 1996 Class A-6 Component B:
$_____
Class A-6 Component C:
$_____
Class A-6 Component D:
$_____
Master Servicer: [Initial] [Certificate
Principal
Residential Funding Balance] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S1
evidencing a percentage interest in the distributions
allocable to the Class A-__ Certificates with respect to
a Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _____________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate [(obtained by dividing the Initial Certificate
Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class A-___ Certificates, both as
specified
above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional
one-
to four-family fixed interest rate first mortgage loans (the
"Mortgage Loans"), formed and sold by Residential Funding
Mortgage
Securities I, Inc. (hereinafter called the "Company," which term
includes any successor entity under the Agreement referred to
below). The Trust Fund was created pursuant to a Pooling and
Servicing Agreement dated as specified above (the "Agreement")
among
the Company, the Master Servicer and 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 Class A-6
Component D as of any date of determination is equal to the sum
of
(a) 8/145th of the aggregate Certificate Principal Balance of the
Class A-1 Certificates as of such date, (b) 2/29th of the
aggregate
Certificate Principal Balance of the Class A-4 Certificates as of
such date, (c) 7/145th of the aggregate Certificate Principal
Balance of the Class A-5 Certificates as of such date and (d)
3/145th of the aggregate Certificate Principal Balance of the
Class
A-9 Certificates as of 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
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, the initial
amounts of Class A-6 Component A, Class A-6 Component B and Class
A-6 Component C and the initial Notional Amount of Class A-6
Component D are set forth above. The Certificate Principal
Balance
hereof will be reduced to the extent of distributions allocable
to
principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A
CERTIFICATES AND CLASS R-I CERTIFICATES [AND] CLASS R-II
CERTIFICATES [AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE CODE, OR TO ANY PERSON WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL OR
CERTIFICATION PURSUANT TO SECTION 5.02(f) OF THE AGREEMENT
SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE
THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF OF, OR WITH
"PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER APPLICABLE LAW,
WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL
NOT
SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
("OID")
RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
JANUARY 30, 1996. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT
275%
OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO
MORE THAN $ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT
OF
OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
COMPUTED
UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ 7.25% 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:
January 1, 1996 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
February 26, 1996
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S1
evidencing a percentage interest in any distributions
allocable to the Class M-__ Certificates with respect to
the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Certificate Principal
Balance
of this Certificate by the aggregate Certificate Principal
Balance
of all Class M-__ Certificates, both as specified above) in
certain
distributions with respect to a Trust Fund consisting primarily
of
a pool of conventional one- to four-family fixed interest rate
first
mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter
called
the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created
pursuant
to a Pooling and Servicing Agreement dated as specified above
(the
"Agreement") among the Company, the Master Servicer and Bankers
Trust Company, as trustee (the "Trustee"), a summary of certain
of
the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is
issued
under and is subject to the terms, provisions and conditions of
the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder
is
bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates
on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
A
CERTIFICATES, CLASS R-I CERTIFICATES, CLASS R-II CERTIFICATES AND
CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
OR OTHER PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986
(THE
"CODE"), OR TO ANY PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH
PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS THE TRANSFEREE PROVIDES
AN
OPINION OF COUNSEL OR CERTIFICATION PURSUANT TO SECTION 5.02(f)
OF
THE AGREEMENT SATISFACTORY TO THE MASTER SERVICER, THE COMPANY
AND
THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE BY, ON BEHALF
OF,
OR WITH "PLAN ASSETS" OF SUCH PLAN IS PERMISSIBLE UNDER
APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE
TRUSTEE
TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE CODE. THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR
THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF
THIS
CERTIFICATE IS JANUARY 30, 1996. ASSUMING THAT THE MORTGAGE
LOANS
PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED
WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____
PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER
THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 7.25 % 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: $_______________
January 1, 1996
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
February 26, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S1
evidencing a percentage interest in any distributions
allocable to the Class B-__ Certificates with respect to
the Trust Fund consisting primarily of a pool of
conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL
FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that Residential Funding Mortgage
Securities I, Inc. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the
aggregate
Certificate Principal Balance of all Class B-__ Certificates,
both
as specified above) in certain distributions with respect to a
Trust
Fund consisting primarily of a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the
"Mortgage
Loans"), formed and sold by Residential Funding Mortgage
Securities
I, Inc. (hereinafter called the "Company," which term includes
any
successor entity under the Agreement referred to below). The
Trust
Fund was created pursuant to a Pooling and Servicing Agreement
dated
as specified above (the "Agreement") among the Company, the
Master
Servicer and Bankers Trust Company, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized
terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms,
provisions
and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and
by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such
last
day is not a Business Day, the Business Day immediately preceding
such last day) of the month next preceding the month of such
distribution (the "Record Date"), from the Available Distribution
Amount in an amount equal to the product of the Percentage
Interest
evidenced by this Certificate and the amount (of interest and
principal, if any) required to be distributed to Holders of Class
B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of the distributions allocable to principal and any
Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made
unless such transfer is exempt from the registration requirements
of
the Securities Act of 1933, as amended, and any applicable state
securities laws or is made in accordance with said Act and laws.
In
the event that such a transfer is to be made, (i) the Trustee or
the
Company may require an opinion of counsel acceptable to and in
form
and substance satisfactory to the Trustee and the Company that
such
transfer is exempt (describing the applicable exemption and the
basis therefor) from or is being made pursuant to the
registration
requirements of the Securities Act of 1933, as amended, and of
any
applicable statute of any state and (ii) the transferee shall
execute an investment letter in the form described by the
Agreement.
The Holder hereof desiring to effect such transfer shall, and
does
hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar acting on behalf of the
Trustee against any liability that may result if the transfer is
not
so exempt or is not made in accordance with such Federal and
state
laws. In connection with any such transfer, the Trustee will
also
require (i) a representation letter, in the form as described by
the
Agreement, stating that the transferee is not an employee benefit
or
other plan subject to the prohibited transaction provisions of
the
Employee Retirement Income Security Act of 1974, as amended
("ERISA") or Section 4975 of the Internal Revenue Code (the
"Code"),
an investment manager, a named fiduciary or any other person
using
"plan assets" of any such plan to effect such acquisition (a
"Plan
Investor") or (ii) if such transferee is a Plan Investor, an
opinion
of counsel acceptable to and in form and substance satisfactory
to
the Trustee, the Company and the Master Servicer with respect to
the
permissibility of such transfer under ERISA and Section 4975 of
the
Code and stating, among other things, that the transferee's
acquisition of a Class B Certificate will not constitute or
result
in a non-exempt prohibited transaction under Section 406 of ERISA
or
Section 4975 of the Code.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED
STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS
A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D
OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE
BENEFIT
PLAN SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
("ERISA"), OR SECTION 4975 OF THE CODE, OR TO ANY PERSON WHO IS
USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL SATISFACTORY
TO
THE MASTER SERVICER, THE COMPANY AND THE TRUSTEE THAT THE
PURCHASE
OF THIS CERTIFICATE BY, ON BEHALF OF, OR WITH "PLAN ASSETS" OF
SUCH
PLAN IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF
ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR
LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY
BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER
AFFIDAVIT
TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE
IS
NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
OR
ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521
OF
THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
THE
CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION
1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
OF
THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION
OF
THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO
BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE
DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF
THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
OF THIS PARAGRAPH.
Certificate No. ___ 7.25% 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:
January 1, 1996 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
February 26, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
January 25, 2026
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S1
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
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
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and any
Realized
Losses allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this Certificate
will
remain outstanding under the Agreement and the Holder hereof may
have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain
additional
distributions hereon, in accordance with the terms and provisions
of
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purpose have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: 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
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(Please print or typewrite
name and address including postal zip code of assignee) a
Percentage
Interest evidenced by the within Mortgage Pass-Through
Certificate
and hereby authorizes the transfer of registration of such
interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue
a new Certificate of a like denomination and Class, to the above
named assignee and deliver such Certificate to the following
address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes
of distribution:
Distributions shall be made, by wire transfer or
otherwise, in immediately available funds to
for the
account of account
number , or, if mailed by check, to
Applicable
statements should be mailed to
.
This information is provided by
, the assignee named above, or
, as its agent.
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented
from time to time, the "Agreement"), dated as of January 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 January 1, 1996, relating to the issuance of Residential
Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1996-S1 (as in effect on the date of this agreement, the
"Original Pooling Agreement," and as amended and supplemented
from
time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for
the Trustee for the purposes of receiving and holding certain
documents and other instruments delivered by the Company and the
Master Servicer under the Pooling Agreement, all upon the terms
and
conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the
Trustee,
the Company, the Master Servicer and the Custodian hereby agree
as
follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Original Pooling
Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of
Mortgage Files. The Custodian, as the duly appointed agent of
the
Trustee for these purposes, acknowledges receipt of the Mortgage
Files relating to the Mortgage Loans identified on the schedule
attached hereto (the "Mortgage Files") and declares that it holds
and will hold the Mortgage Files as agent for the Trustee, in
trust,
for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any
Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded,
each such assignment shall be delivered by the Custodian to the
Company for the purpose of recording it in the appropriate public
office for real property records, and the Company, at no expense
to
the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such
assignment and, upon receipt thereof from such public office,
shall
return each such assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian
shall deliver to the Trustee an Initial Certification in the form
annexed hereto as Exhibit One evidencing receipt of a Mortgage
File
for each Mortgage Loan listed on the Schedule attached hereto
(the
"Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each Mortgage File, and
shall
deliver to the Trustee an Interim Certification in the form
annexed
hereto as Exhibit Two to the effect that all documents required
to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement
have been executed and received and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule,
except
for any exceptions listed on Schedule A attached to such Interim
Certification. Within 45 days of receipt of the documents
required
to be delivered pursuant to Section 2.01(c) of the Pooling
Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions
of
Section 2.02 of the Pooling Agreement, each such document, and
shall
deliver to the Trustee either (i) an Interim Certification in the
form attached hereto as Exhibit Two to the effect that all such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final
Certification
as set forth in subsection (c) below. The Custodian shall be
under
no duty or obligation to inspect, review or examine said
documents,
instruments, certificates or other papers to determine that the
same
are genuine, enforceable, or appropriate for the represented
purpose
or that they have actually been recorded or that they are other
than
what they purport to be on their face. If in performing the
review
required by this Section 2.3 the Custodian finds any document or
documents constituting a part of a Mortgage File to be defective
in
any material respect, the Custodian shall promptly so notify the
Company, the Master Servicer and the Trustee. Upon receipt of
written notification from the Master Servicer, signed by a
Servicing
Officer, that the Master Servicer or a Subservicer, as the case
may
be, has made a deposit into the Certificate Account in payment
for
the purchase of the related Mortgage Loan in an amount equal to
the
Purchase Price for such Mortgage Loan, the Custodian shall
release
to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the
Mortgage Files the Custodian shall deliver to the Trustee a Final
Certification in the form annexed hereto as Exhibit Three
evidencing
the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the
Custodian shall as soon as practicable supply the Trustee with a
list of all of the documents relating to the Mortgage Loans then
contained in the Mortgage Files.
Section 2.4. Notification of Breaches of
Representations and Warranties. Upon discovery by the Custodian
of
a breach of any representation or warranty made by the Master
Servicer or the Company as set forth in the Pooling Agreement or
by
a Seller in a Seller's Agreement or by Residential Funding or the
Company in the Assignment Agreement with respect to a Mortgage
Loan
relating to a Mortgage File, the Custodian shall give prompt
written
notice to the Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of
Mortgage Files. Upon the repurchase or substitution of any
Mortgage
Loan pursuant to Article II of the Pooling Agreement or payment
in
full of any Mortgage Loan, or the receipt by the Master Servicer
of
a notification that payment in full will be escrowed in a manner
customary for such purposes, the Master Servicer shall
immediately
notify the Custodian by a certification (which certification
shall
include a statement to the effect that all amounts received or to
be
received in connection with such payment which are required to be
deposited in the Custodial Account pursuant to Section 3.07 of
the
Pooling Agreement have been or will be so deposited) of a
Servicing
Officer and shall request delivery to it of the Mortgage File.
The
Custodian agrees, upon receipt of such certification and request,
promptly to release to the Master Servicer the related Mortgage
File. The Master Servicer shall deliver to the Custodian and the
Custodian agrees to accept the Mortgage Note and other documents
constituting the Mortgage File with respect to any Qualified
Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose,
collection under any Primary Insurance Policy or any Mortgage
Pool
Insurance Policy, the Master Servicer shall deliver to the
Custodian
a certificate of a Servicing Officer requesting that possession
of
all, or any document constituting part, of the Mortgage File be
released to the Master Servicer and certifying as to the reason
for
such release and that such release will not invalidate any
insurance
coverage provided in respect of the Mortgage Loan under any of
the
Required Insurance Policies. With such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by
a
Servicing Officer on behalf of the Master Servicer, and upon
receipt
of the foregoing, the Custodian shall deliver the Mortgage File
or
such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to
be
returned to the Custodian when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the
Mortgage File or such document has been delivered to an attorney,
or
to a public trustee or other public official as required by law,
for
purposes of initiating or pursuing legal action or other
proceedings
for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to
the
name and address of the Person to which such Mortgage File or
such
document was delivered and the purpose or purposes of such
delivery.
In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the
Master
Servicer upon deposit of the related Liquidation Proceeds in the
Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that
any assumption agreement or substitution of liability agreement
is
entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the
Pooling
Agreement, the Master Servicer shall notify the Custodian that
such
assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or
substitution agreement, which shall be added to the related
Mortgage
File and, for all purposes, shall be considered a part of such
Mortgage File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the
Trustee. With respect to each Mortgage Note, Mortgage and other
documents constituting each Mortgage File which are delivered to
the
Custodian, the Custodian is exclusively the bailee and agent of
the
Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee,
holds
such documents for the benefit of Certificateholders and
undertakes
to perform such duties and only such duties as are specifically
set
forth in this Agreement. Except upon compliance with the
provisions
of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or
other document constituting a part of a Mortgage File shall be
delivered by the Custodian to the Company or the Master Servicer
or
otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby
agrees to indemnify and hold the Custodian harmless from and
against
all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any
character or nature, which the Custodian may incur or with which
the
Custodian may be threatened by reason of its acting as custodian
under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if
counsel
for the Custodian has been approved by the Company, and the cost
of
defending any action, suit or proceedings or resisting any claim.
Notwithstanding the foregoing, it is specifically understood and
agreed that in the event any such claim, liability, loss, action,
suit or proceeding or other expense, fee or charge shall have
been
caused by reason of any negligent act, negligent failure to act
or
willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the
indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The
Custodian in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would
have
if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees
and Expenses. The Master Servicer covenants and agrees to pay to
the Custodian from time to time, and the Custodian shall be
entitled
to, reasonable compensation for all services rendered by it in
the
exercise and performance of any of the powers and duties
hereunder
of the Custodian, and the Master Servicer will pay or reimburse
the
Custodian upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Custodian in
accordance with any of the provisions of this Agreement
(including
the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ),
except
any such expense, disbursement or advance as may arise from its
negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign from the obligations and
duties
hereby imposed upon it as such obligations and duties relate to
its
acting as Custodian of the Mortgage Loans. Upon receiving such
notice of resignation, the Trustee shall either take custody of
the
Mortgage Files itself and give prompt notice thereof to the
Company,
the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian
and
one copy to the successor Custodian. If the Trustee shall not
have
taken custody of the Mortgage Files and no successor Custodian
shall
have been so appointed and have accepted appointment within 30
days
after the giving of such notice of resignation, the resigning
Custodian may petition any court of competent jurisdiction for
the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In
such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian
hereunder.
Any successor Custodian shall be a depository institution subject
to
supervision or examination by federal or state authority and
shall
be able to satisfy the other requirements contained in Section
3.7
and shall be unaffiliated with the Master Servicer or the
Company.
Any resignation or removal of the Custodian and
appointment of a successor Custodian pursuant to any of the
provisions of this Section 3.5 shall become effective upon
acceptance of appointment by the successor Custodian. The
Trustee
shall give prompt notice to the Company and the Master Servicer
of
the appointment of any successor Custodian. No successor
Custodian
shall be appointed by the Trustee without the prior approval of
the
Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any
Person into which the Custodian may be merged or converted or
with
which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which the Custodian shall
be
a party, or any Person succeeding to the business of the
Custodian,
shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part
of
any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution
subject to supervision or examination by a federal or state
authority, has a combined capital and surplus of at least
$10,000,000 and is qualified to do business in the jurisdictions
in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents
and demands and other communications required under this
Agreement
or pursuant to any other instrument or document delivered
hereunder
shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered
or
certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed
by
the particular party whose address is stated herein by similar
notice in writing), in which case the notice will be deemed
delivered when received.
Section 4.2. Amendments. No modification or amendment
of or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by all parties hereto,
and
neither the Company, the Master Servicer nor the Trustee shall
enter
into any amendment hereof except as permitted by the Pooling
Agreement. The Trustee shall give prompt notice to the Custodian
of
any amendment or supplement to the Pooling Agreement and furnish
the
Custodian with written copies thereof.
Section 4.3. Governing Law. This Agreement shall be
deemed a contract made under the laws of the State of New York
and
shall be construed and enforced in accordance with and governed
by
the laws of the State of New York.
Section 4.4. Recordation of Agreement. To the extent
permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in
which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or
elsewhere, such recordation to be effected by the Master Servicer
and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests
in
the aggregate of not less than 25% of the Trust Fund), but only
upon
direction accompanied by an Opinion of Counsel reasonably
satisfactory to the Master Servicer to the effect that the
failure
to effect such recordation is likely to materially and adversely
affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this
Agreement
may be executed simultaneously in any number of counterparts,
each
of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 4.5. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then
such
covenants, agreements, provisions or terms shall be deemed
severable
from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of
the
Certificates or the rights of the holders thereof.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first above written.
Address: BANKERS TRUST COMPANY,
as Trustee
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation
Series 1996-S1
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION, as Master
Servicer
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name: Kathleen Marshall
Title: Trust Officer
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of January, 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]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 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]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of January, 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 January, 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]
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
January 30, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
Re: Custodial Agreement dated as of January 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-S1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, and subject to Section 2.02 of the Pooling
Agreement, the undersigned, as Custodian, hereby certifies that
it
has received a Mortgage File (which contains an original Mortgage
Note) to the extent required in Section 2.01(b) of the Pooling
Agreement with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
Re: Custodial Agreement dated as of January 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-S1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File to the extent
required pursuant to Section 2.01(b) of the Pooling Agreement
with
respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage
Loan Schedule and has determined that: all required documents
have been executed and received and that such documents related
to
the Mortgage Loans identified on the Mortgage Loan Schedule, with
any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1996
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
Re: Custodial Agreement dated as of January 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-S1
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned
Custodial Agreement, the undersigned, as Custodian, hereby
certifies that it has received a Mortgage File with respect to
each Mortgage Loan listed in the Mortgage Loan Schedule
containing
(I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain of endorsements from the originator thereof to the
Person endorsing it to the Trustee or an original lost note
affidavit from the related Seller or Residential Funding
stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage
Note;
(ii) The original Mortgage with evidence of recording
indicated thereon or a copy of the Mortgage certified by the
public recording office in which such mortgage has been
recorded;
(iii) An original Assignment of the Mortgage to the
Trustee with evidence of recording indicated thereon or a
copy of such assignment certified by the public recording
office in which such assignment has been recorded;
(iv) With respect to each Mortgage Loan other than a
Cooperative Loan, the original recorded assignment or
assignments of the Mortgage showing an unbroken chain of
title from the originator thereof to the Person assigning it
to the Trustee or a copy of such assignment or assignments
of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to
such Mortgage Loan or a copy of each modification,
assumption agreement or preferred loan agreement certified
by the public recording office in which such document has
been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken
chain
of endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage
Note was lost, misplaced or destroyed, together with a copy of
the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the
Assignment of Proprietary Lease to the originator of the
Cooperative Loan with intervening assignments showing an unbroken
chain of title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate,
representing the related Cooperative Stock pledged with respect
to
such Cooperative Loan, together with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original recognition agreement by the
Cooperative of the interests of the mortgagee with respect to the
related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing
statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with
evidence of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the
security interest referenced in clause (vi) above showing an
unbroken chain of title from the originator to the Trustee, each
with evidence of recording thereof, evidencing the interest of
the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii) An executed assignment of the interest of the
originator in the Security Agreement, Assignment of Proprietary
Lease and the recognition agreement referenced in clause (iv)
above, showing an unbroken chain of title from the originator to
the Trustee;
(ix) The original of each modification, assumption
agreement or preferred loan agreement, if any, relating to such
Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured party,
each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned
Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
EXHIBIT F
MORTGAGE LOAN SCHEDULE
RUN ON : 01/18/96 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 12.56.56 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S2
CUTOFF : 01/01/96
POOL : 0004193
:
:
POOL STATUS: F
RFC LOAN # S/S CODE PMT TYPE ORIGINAL BAL
LOAN FEATURE
MORTGAGOR NAME ORIG TERM PRINCIPAL BAL
# OF UNITS
ADDRESS ORIG RATE ORIGINAL P+I
LTV
ADDRESS LINE 2 CURR NET CURRENT P+I
VALUE
CITY STATE ZIP LOAN PURP NOTE DATE
MI CO CODE
SERVICER LOAN # PROP TYPE 1ST PMT DATE
MI CVG
SELLER LOAN # OCCP CODE MATURITY DATE
INVESTOR LOAN #
_________________________________________________________________
_____________
1422129 B73/728 F 820,000.00
ZZ
RAO JULURU P 180 815,600.72
1
25 WINDING RIDGE WAY 8.875 8,256.12
74
8.625 8,256.12
1,120,000.00
WARREN NJ 07059 1 10/19/95
00
0380304015 05 12/01/95
0
1086187 O 11/01/10
0
1435050 A26/728 F 213,500.00
ZZ
HAMEED ABDUL 180 211,595.42
1
14-06 146TH PLACE 7.750 2,009.63
70
7.500 2,009.63
305,000.00
WHITESTONE NY 11350 1 09/22/95
00
0380288069 05 11/01/95
0
5832 O 10/01/10
0
1439019 169/169 F 380,000.00
ZZ
JACOBSON CHARLES R 180 374,313.61
1
479 SO KENILWORTH 7.750 3,576.85
78
7.625 3,576.85
490,000.00
ELMHURST IL 60126 2 07/27/95
00
7352557 05 09/01/95
0
7352557 O 08/01/10
0
1441077 405/405 F 622,500.00
ZZ
YOUNG GEORGE W 180 618,728.18
1
310 TWIN PEAKS BOULEVARD 7.500 5,770.66
75
7.250 5,770.66
830,000.00
SAN FRANCISCO CA 94114 1 10/12/95
00
3756103 05 12/01/95
0
1
3756103 O 11/01/10
0
1444751 605/605 F 209,200.00
ZZ
RODRIGUEZ ARTURO E 180 207,904.52
1
15600 NW 83RD PLACE 7.250 1,909.71
61
7.000 1,909.71
345,000.00
MIAMI FL 33016 2 10/20/95
00
70043 03 12/01/95
0
UNKNOWN O 11/01/10
0
1446810 731/728 F 600,000.00
ZZ
MILSZTEIN TUVIA 180 598,147.82
1
4224 HAYVENHURST DRIVE 7.250 5,477.18
80
ENCINO AREA 7.000 5,477.18
750,000.00
LOS ANGELES CA 91436 5 11/02/95
00
0380265687 05 01/01/96
0
411910674 O 12/01/10
0
1446931 232/232 F 78,800.00
T
FERGUSON RICHARD G 120 77,095.09
1
535 PARK AVENUE 223 8.375 971.75
80
8.125 971.75
98,500.00
BRECKENRIDGE CO 80424 1 08/09/95
00
834759 21 10/01/95
0
834759 O 09/01/05
0
1447474 232/232 F 184,000.00
ZZ
PATEL HIMANSHU M 180 182,944.68
1
39 PLUMTREE DRIVE 8.125 1,771.71
73
7.875 1,771.71
255,000.00
SEWELL NJ 08080 2 10/23/95
00
10847454 05 12/01/95
0
10847454 O 11/01/10
0
1448083 975/728 F 282,400.00
ZZ
CHEN CHIN-FU 180 281,528.25
1
7 SOUTH SANTA TERESITA 7.250 2,577.92
80
7.000 2,577.92
353,000.00
IRVINE CA 92714 1 11/09/95
00
0380273269 03 01/01/96
0
952290 O 12/01/10
0
1
1448445 635/635 F 250,000.00
ZZ
NELSON RICHARD E 180 245,000.62
1
105 ROBERTS ROAD 8.000 2,389.14
72
7.750 2,389.14
350,000.00
INVERNESS IL 60067 1 06/02/95
00
6173082 05 08/01/95
0
6173082 O 07/01/10
0
1448712 447/447 F 300,000.00
ZZ
JOHNSON MARC C 180 294,478.12
1
186 ALHAMBRA DRIVE 7.500 2,781.04
80
7.250 2,781.04
375,000.00
PUEBLO CO 81005 1 06/22/95
00
1868273 05 08/01/95
0
1868273 O 07/01/10
0
1448742 447/447 F 1,000,000.00
ZZ
ELBAOR JAMES E 180 910,071.04
1
5507 WINSTON COURT 6.750 8,849.10
40
6.500 8,849.10
2,500,000.00
DALLAS TX 75220 2 01/26/94
00
3025139 05 03/01/94
0
3025139 O 02/01/09
0
1448811 447/447 F 560,000.00
ZZ
HUBERMAN ISAC 180 549,469.83
1
11230 SHELTERWOOD LANE 7.250 5,112.04
80
7.000 5,112.04
700,000.00
DALLAS TX 75229 2 06/26/95
00
3163720 05 08/01/95
0
3163720 O 07/01/10
0
1448815 447/447 F 332,000.00
ZZ
HUGHES OWEN C 180 323,973.92
1
4041 SPY GLASS LANE 7.250 3,030.71
80
7.000 3,030.71
415,000.00
LONGMONT CO 80503 1 06/30/95
00
3167056 03 08/01/95
0
3167056 O 07/01/10
0
1448817 447/447 F 286,000.00
ZZ
KOEPPL DONNA P 180 280,622.09
1
18288 CROIXWOOD LN 7.250 2,610.79
77
7.000 2,610.79
375,000.00
1
EDEN PRAIRIE MN 55343 2 06/26/95
00
3170242 05 08/01/95
0
3170242 O 07/01/10
0
1448826 447/447 F 464,000.00
ZZ
SANDSTAD KENNETH D 180 450,807.41
1
7975 CARUTH COURT 7.125 4,203.06
80
6.875 4,203.06
580,000.00
DALLAS TX 75225 1 06/27/95
00
3174795 03 08/01/95
0
3174795 O 07/01/10
0
1448827 447/447 F 385,000.00
ZZ
RILEY PETER W 180 378,920.68
1
410 PEAVEY LANE 7.125 3,487.45
78
6.875 3,487.45
495,000.00
WAYZATA MN 55391 1 07/28/95
00
3174849 05 09/01/95
0
3174849 O 08/01/10
0
1448829 447/447 F 260,000.00
ZZ
DAMOC PAUL J 180 255,597.89
1
9607 SPRING LOOP DRIVE 6.750 2,300.77
80
6.500 2,300.77
325,000.00
GERMANTOWN TN 38139 1 07/05/95
00
3175810 05 09/01/95
0
3175810 O 08/01/10
0
1448830 447/447 F 395,000.00
ZZ
ALT SR THOMAS H 180 388,695.82
1
23760 LAWTONKA DRIVE 7.000 3,550.38
79
6.750 3,550.38
506,000.00
SHOREWOOD MN 55331 2 07/24/95
00
3175977 09 09/01/95
0
3175977 O 08/01/10
0
1448831 447/447 F 279,000.00
ZZ
HART MELVIN T 180 274,547.21
1
4015A E. BAKER AVENUE 7.000 2,507.73
90
6.750 2,507.73
310,000.00
ABINGDON MD 21009 1 07/31/95
14
3176461 05 09/01/95
17
3176461 O 08/01/10
0
1
1448847 447/447 F 250,000.00
ZZ
DUDDLESON WILLIAM G 180 243,208.36
1
205 KNOLLWOOD DRIVE 7.125 2,264.58
61
6.875 2,264.58
415,000.00
GLASTONBURY CT 06033 1 08/21/95
00
3188628 05 10/01/95
0
3188628 O 09/01/10
0
1448856 447/447 F 220,000.00
ZZ
CANNON III JOHN J 180 216,488.79
1
214 QUEEN ANN CLUB DRIVE 7.000 1,977.43
62
6.750 1,977.43
356,000.00
STEVENSVILLE MD 21666 1 07/14/95
00
3191164 03 09/01/95
0
3191164 O 08/01/10
0
1448882 447/447 F 318,950.00
ZZ
ALEXANDER KEVIN W 180 313,853.80
1
8305 OSAGE TERRACE 7.250 2,911.58
68
7.000 2,911.58
470,000.00
GREENBELT MD 20783 5 08/07/95
00
3214394 05 10/01/95
0
3214394 O 09/01/10
0
1448889 447/447 F 440,000.00
ZZ
BRYAN LARRY J 180 434,458.26
1
2268 BROOKELAKE DRIVE 7.125 3,985.66
80
6.875 3,985.66
550,000.00
DUNWOODY GA 30338 1 08/10/95
00
3218676 03 10/01/95
0
3218676 O 09/01/10
0
1448898 447/447 F 280,000.00
ZZ
MOLINA GUY A 180 275,625.70
1
645 SAND HOOK ISLE 7.250 2,556.02
74
7.000 2,556.02
380,000.00
ALAMEDA CA 94501 2 07/19/95
00
3221797 05 09/01/95
0
3221797 O 08/01/10
0
1448909 447/447 F 256,000.00
ZZ
MASTROIANNI JR VINCENT 180 247,538.74
1
1
3206 NORTH COLUMBUS STREET 7.250 2,336.93
61
7.000 2,336.93
420,000.00
ARLINGTON VA 22207 2 07/26/95
00
3229500 05 09/01/95
0
3229500 O 08/01/10
0
1449198 232/232 F 999,000.00
ZZ
JECHART JENNY 180 989,847.92
1
30762 STEEPLECHASE DRIVE 8.250 9,691.71
53
8.000 9,691.71
1,900,000.00
SAN JUAN CAPIST CA 92675 2 09/14/95
00
2765952 03 11/01/95
0
2765952 O 10/01/10
0
1450468 737/728 F 340,000.00
ZZ
BEETHAM RON 180 337,848.37
1
603 HIGHLAND AVE 7.000 3,056.02
59
6.750 3,056.02
580,000.00
BOULDER CO 80304 2 10/17/95
00
0380256132 05 12/01/95
0
570470 O 11/01/10
0
1450745 911/728 F 950,000.00
ZZ
CHARUR ELIAS A 180 950,000.00
1
97340 OVERSEAS HIGHWAY 8.000 9,078.70
60
7.750 9,078.70
1,600,000.00
KEY LARGO FL 33037 2 12/15/95
00
0380300401 05 02/01/96
0
UNKNOWN O 01/01/11
0
1451514 450/728 F 800,000.00
ZZ
WANG PAUL C 180 795,411.74
1
2931 CHURCHILL DRIVE 8.125 7,703.06
67
7.875 7,703.06
1,200,000.00
HILLSBOROUGH CA 94010 2 10/03/95
00
0380299017 05 12/01/95
0
3959434 O 11/01/10
0
1451531 791/728 F 560,240.00
ZZ
CHIEN MU-TIEN 180 558,510.56
1
1477 MAYHURST BLVD 7.250 5,114.22
80
7.000 5,114.22
700,300.00
MCLEAN VA 22102 1 11/07/95
00
0380277997 03 01/01/96
0
1
755512 O 12/01/10
0
1451762 A13/728 F 424,000.00
ZZ
KOCHER JAMES E 180 418,697.11
1
59-631/633 KE IKI ROAD 7.750 3,991.01
59
7.500 3,991.01
720,000.00
HALEIWA HI 96712 2 09/29/95
00
0380304163 05 11/01/95
0
950045410 O 10/01/10
0
1452355 791/728 F 100,000.00
ZZ
SIBAHI ANWAR 180 99,711.02
1
9390 SW 83 ST 8.000 955.65
55
7.750 955.65
185,000.00
MIAMI FL 33173 1 11/22/95
00
0380300393 05 01/01/96
0
755711 O 12/01/10
0
1452869 403/403 F 770,000.00
ZZ
MCTIERNAN BARRY P 180 765,231.70
1
201 SHORE ROAD 7.250 7,029.05
70
7.000 7,029.05
1,100,000.00
GREENWICH CT 06870 1 11/01/95
00
6408322 05 12/01/95
0
6408322 O 11/01/10
0
1453878 225/225 F 230,000.00
ZZ
ECHARTE MIGUEL 180 226,406.86
1
325 GULF ROAD 7.250 2,099.58
46
7.000 2,099.58
500,000.00
KEY BISCAYNE FL 33149 5 07/27/95
00
8220795 05 09/01/95
0
8220795 O 08/01/10
0
1453991 225/225 F 318,000.00
ZZ
FLANIGAN BRADLEY S 180 314,037.67
1
2159 NORTH PIERCE STREET 7.250 2,902.90
80
7.000 2,902.90
397,550.00
ARLINGTON VA 22209 1 09/05/95
00
8102179 09 10/01/95
0
8102179 O 09/01/10
0
1
1454999 405/405 F 617,500.00
T
DEPP JOHN C 180 615,675.64
1
5493 VERSAILLES ROAD 7.750 5,812.38
65
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3797404 05 01/01/96
0
3797404 O 12/01/10
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1455077 737/728 F 115,000.00
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WESOLOWSKI JAMES R 180 114,652.68
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PARKER CO 80134 2 11/28/95
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0380284027 03 01/01/96
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550,000.00
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792,000.00
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MULLENS STEVEN U 180 247,738.79
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0380306176 03 12/01/95
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5912626 O 11/01/10
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1462002 070/728 F 219,600.00
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DEBOS HENRY G 180 218,979.32
1
13561 ETON PLACE 8.250 2,130.43
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244,000.00
SANTA ANA AREA CA 92705 2 11/07/95
04
0380306184 05 01/01/96
30
6072853 O 12/01/10
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1462003 070/728 F 921,000.00
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BLANKEMEYER HAROLD 180 915,540.38
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4421 CAESARS LANE 7.750 8,669.15
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7.500 8,669.15
1,350,000.00
IRVING TX 75038 2 10/27/95
00
0380306200 03 12/01/95
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6363757 O 11/01/10
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1462004 070/728 F 100,000.00
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DENICKER SANTO 180 99,432.78
1
1
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8.000 970.14
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FORT SALONGA NY 11768 1 10/16/95
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0380306218 05 12/01/95
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6363978 O 11/01/10
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1462005 070/728 F 427,000.00
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BLANKEMEYER GERALD G 180 424,468.02
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7.500 4,019.25
1,300,000.00
COLLEYVILLE TX 76034 2 10/30/95
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0380306234 05 12/01/95
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6382332 O 11/01/10
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1462006 070/728 F 575,000.00
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WILLIAMS JR ROBERT M 180 571,516.01
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4100 TUCKAHOE LANE 7.500 5,330.32
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7.250 5,330.32
773,000.00
MEMPHIS TN 38111 1 10/26/95
00
0380306242 05 12/01/95
0
6391467 O 11/01/10
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1462007 070/728 F 343,500.00
T
PISANO MARK 180 342,473.92
1
76 GALLEONS REACH 7.625 3,208.74
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7.375 3,208.74
430,000.00
THE SEA RANCH CA 95497 2 11/22/95
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0380306267 03 01/01/96
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6410488 O 12/01/10
0
1462008 070/728 F 380,650.00
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BRUMBELOW JACKSON L 180 379,435.97
1
10001 MEADOWBROOK DRIVE 6.875 3,394.84
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6.625 3,394.84
600,000.00
DALLAS TX 75229 2 11/16/95
00
0380306275 05 01/01/96
0
6436144 O 12/01/10
0
1462009 070/728 F 250,000.00
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WESTERVELT JR WILLIAM 180 249,244.97
1
210 OLD COUNTY ROAD 7.500 2,317.53
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7.250 2,317.53
440,000.00
SEVERNA PARK MD 21146 5 11/27/95
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0380306309 05 01/01/96
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1
6453739 O 12/01/10
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1462010 070/728 F 90,000.00
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SREMBA MARIAN 180 89,728.19
1
3943 N. NORA 7.500 834.31
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7.250 834.31
159,000.00
CHICAGO IL 60634 1 12/01/95
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0380306325 05 01/01/96
0
6459984 O 12/01/10
0
1462011 070/728 F 272,000.00
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LIM CHRISTOPH 180 271,160.34
1
10608 GREAT ARBOR DRIVE 7.250 2,482.99
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7.000 2,482.99
350,000.00
POTOMAC MD 20854 2 11/22/95
00
0380306333 05 01/01/96
0
6480924 O 12/01/10
0
1462012 070/728 F 240,000.00
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COUTANT KEVIN C 180 239,275.17
1
1257 HAZEL BOULEVARD 7.500 2,224.83
69
7.250 2,224.83
350,000.00
TULSA OK 74114 5 11/22/95
00
0380306358 05 01/01/96
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6515826 O 12/01/10
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1462013 070/728 F 209,600.00
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SUNDIN ERIC E 180 208,994.28
1
16975 SIBELIUS LANE 8.000 2,003.05
80
7.750 2,003.05
262,000.00
GURNEE IL 60031 1 11/17/95
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0380306366 05 01/01/96
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6519574 O 12/01/10
0
1462015 070/728 F 336,000.00
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SONG CHUL S 180 334,996.32
1
5031 HUMPHREY WAY 7.625 3,138.68
70
7.375 3,138.68
480,000.00
LA CRESCENTA CA 91214 1 11/20/95
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0380306390 05 01/01/96
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6818896 O 12/01/10
0
1
1462016 070/728 F 392,000.00
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HELM GLORA B 180 390,646.84
1
2404 KINGSTON STREET 7.875 3,717.92
80
7.625 3,717.92
492,000.00
HOUSTON TX 77019 1 11/21/95
00
0380306416 05 01/01/96
0
6819537 O 12/01/10
0
1462017 070/728 F 332,800.00
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SHAH RAMESH D 180 331,761.39
1
2831 PENINSULAS DRIVE 7.125 3,014.61
80
6.875 3,014.61
416,000.00
MISSOURI CITY TX 77459 1 11/22/95
00
0380306382 03 01/01/96
0
6819883 O 12/01/10
0
1462018 070/728 F 350,000.00
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MOHEBBIZADEH TEYMOUR 180 348,977.31
1
6392 SOUTH CRESTMOUNT CIRCLE 7.875 3,319.57
66
7.625 3,319.57
535,000.00
SALT LAKE CITY UT 84121 5 11/28/95
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0380306432 05 01/01/96
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6828840 O 12/01/10
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1462019 070/728 F 40,000.00
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COBLE SHARON W 180 39,778.08
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RTE 1 BOX 74 OLD SANDY RUN ROA 8.500 393.90
34
8.250 393.90
120,000.00
ALLENHURST GA 31301 5 11/01/95
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0380306457 05 12/01/95
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6849304 O 11/01/10
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1462020 070/728 F 164,500.00
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HAMMER JOHN P 180 164,019.33
1
853 FAIRWAY VIEW DRIVE 7.875 1,560.20
62
7.625 1,560.20
268,000.00
EUGENE OR 97401 2 11/03/95
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0380306473 03 01/01/96
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6878358 O 12/01/10
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1462021 070/728 F 238,700.00
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TRIMBLE MARK E 180 238,025.33
1
2790 LACY LANE 8.250 2,315.73
89
8.000 2,315.73
270,000.00
1
SACRAMENTO CA 95821 2 11/22/95
04
0380306481 05 01/01/96
25
6889099 O 12/01/10
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1462022 070/728 F 232,000.00
ZZ
LAMB BRYAN H 180 231,314.57
1
620 LOMPREY AVENUE 7.750 2,183.76
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7.500 2,183.76
321,000.00
HENDERSON NV 89015 4 11/24/95
00
0380306507 05 01/01/96
0
6913020 O 12/01/10
0
1462023 070/728 F 250,000.00
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PURSIFULL RAJIAM 180 249,253.22
1
9821 NW SKYLINE BLVD. 7.625 2,335.32
65
7.375 2,335.32
390,000.00
PORTLAND OR 97231 5 11/20/95
00
0380306515 05 01/01/96
0
6914164 O 12/01/10
0
1462024 070/728 F 635,900.00
ZZ
GANS HERMAN 180 634,000.48
1
16346 VINTAGE OAKS CIRCLE 7.625 5,940.13
70
7.375 5,940.13
908,460.00
DELRAY BEACH FL 33484 1 11/16/95
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0380306531 03 01/01/96
0
6918753 O 12/01/10
0
1462025 070/728 F 500,000.00
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WOLF JOAN L 180 498,555.07
1
2674 CYPRESS LANE 8.000 4,778.26
77
7.750 4,778.26
650,000.00
FORT LAUDERDALE FL 33332 1 11/15/95
00
0380306556 03 01/01/96
0
6919005 O 12/01/10
0
1462026 070/728 F 207,500.00
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CASSONE RICHARD A 180 206,924.46
1
465 SHRUB ROAD 8.500 2,043.33
83
8.250 2,043.33
250,000.00
BRISTOL CT 06010 2 10/30/95
01
0380306572 05 01/01/96
6
7032376 O 12/01/10
0
1
1462029 070/728 F 210,277.00
ZZ
HOLBROOK THOMAS J 180 209,648.88
1
4044 OJIBWA RD. 7.625 1,964.26
72
7.375 1,964.26
295,000.00
BRAINERD MN 56401 5 11/30/95
00
0380306580 05 01/01/96
0
7160608 O 12/01/10
0
1462333 640/640 F 270,000.00
ZZ
ADKINS DANIEL E 180 269,184.56
1
6314 ACSOT CLOSE 7.500 2,502.94
65
7.250 2,502.94
420,177.00
BRENTWOOD TN 37027 1 11/17/95
00
5606108 03 01/01/96
0
5606108 O 12/01/10
0
1462390 881/728 F 343,000.00
ZZ
GARGALIS MICHAEL P 180 343,000.00
1
22376 WEST SAN JOAQUIN DRIVE 7.750 3,228.58
75
7.500 3,228.58
460,000.00
CANYON LAKE CA 92587 2 12/22/95
00
0380312422 03 02/01/96
0
102928 O 01/01/11
0
1462485 637/728 F 115,000.00
ZZ
RENTT PATRICIA 180 115,000.00
1
92 SUFFOLK RD 7.500 1,066.07
54
7.250 1,066.07
215,000.00
ISLAND PARK NY 11558 1 12/04/95
00
0380282559 05 02/01/96
0
4733721 O 01/01/11
0
1462527 232/232 F 762,000.00
ZZ
VAILE III VICTOR E 120 757,805.72
1
2024 KIRKLAND ROAD 7.875 9,194.91
64
7.625 9,194.91
1,200,000.00
AUBURNDALE FL 33823 5 11/28/95
00
877803 05 01/01/96
0
877803 O 12/01/05
0
1462537 B73/728 F 342,500.00
ZZ
DEOLIVEIRA JOSEPH M 180 341,499.22
1
1
400 FAWNS RUN 7.875 3,248.44
59
7.625 3,248.44
585,000.00
MARLBORO TOWNSH NJ 07746 1 11/21/95
00
0380291246 05 01/01/96
0
1087274 O 12/01/10
0
1462570 965/728 F 106,600.00
ZZ
HAWLEY PATRICK M 180 106,600.00
1
1319 EAST GREENTREE DRIVE 8.125 1,026.43
45
7.875 1,026.43
240,000.00
TEMPE AZ 85284 2 12/13/95
00
0380299199 05 02/01/96
0
3199 O 01/01/11
0
1462613 593/728 F 210,000.00
T
MACKIE JR ROBERT W 180 209,372.70
1
LOT 15 FOREST GLEN 7.625 1,961.68
75
7.375 1,961.68
280,000.00
SALT LAKE CITY UT 84121 4 11/16/95
00
0380289158 05 01/01/96
0
6577555 O 12/01/10
0
1462656 575/575 F 284,400.00
ZZ
SALAS MANUEL D 180 283,522.07
1
509 MARLBANK DRIVE 7.250 2,596.18
90
7.125 2,596.18
316,000.00
YORKTOWN VA 23692 1 11/30/95
11
438004929 03 01/01/96
25
438004929 O 12/01/10
0
1462659 575/575 F 240,000.00
ZZ
COLLINS GAIL A 180 239,275.17
1
6400 WESTCHESTER CIRCLE 7.500 2,224.83
80
7.375 2,224.83
300,000.00
RICHMOND VA 23225 1 11/30/95
00
411007124 05 01/01/96
0
411007124 O 12/01/10
0
1462706 E22/728 F 94,000.00
ZZ
ENRIQUEZ ANGELA 180 93,737.26
1
2716 FENIMORE ROAD 8.375 918.78
64
8.125 918.78
147,000.00
WHEATON MD 20902 2 11/22/95
00
0410006852 05 01/01/96
0
1
0410006852 O 12/01/10
0
1462801 076/076 F 228,000.00
ZZ
RANEY JR HERSCHEL D 180 226,618.52
1
845 SCHERMAN OAKS CIRCLE 7.500 2,113.59
80
7.250 2,113.59
288,000.00
CONWAY AR 72032 1 10/27/95
00
5009162 05 12/01/95
0
5009162 O 11/01/10
0
1462818 076/076 F 244,800.00
ZZ
ROSEN RITA L 180 242,709.99
1
17009 ESCALON DRIVE 8.250 2,374.90
80
8.000 2,374.90
306,000.00
LOS ANGELES CA 91346 1 09/11/95
00
4999252 05 11/01/95
0
4999252 O 10/01/10
0
1462856 480/728 F 117,500.00
ZZ
WILL MURIEL G 180 117,121.17
1
16625 NORTH 7TH DRIVE 6.750 1,039.77
60
6.500 1,039.77
197,590.00
PHOENIX AZ 85023 1 11/28/95
00
0380292236 03 01/01/96
0
1083252 O 12/01/10
0
1462867 480/728 F 405,000.00
ZZ
KNAUER SCOTT K 180 403,776.85
1
4160 NORTH 55TH PLACE 7.500 3,754.40
75
7.250 3,754.40
540,000.00
PHOENIX AZ 85018 1 11/16/95
00
0380294232 05 01/01/96
0
1084680 O 12/01/10
0
1462871 480/728 F 193,500.00
ZZ
SIN KUN K 180 192,915.61
1
2406 PIMPERNEL DRIVE 7.500 1,793.77
75
7.250 1,793.77
258,000.00
WALDORF MD 20603 1 11/30/95
00
0380294265 03 01/01/96
0
1139609 O 12/01/10
0
1
1462974 461/461 F 640,000.00
ZZ
LIN HSIN Y 180 640,000.00
1
1381 VIA ROMERO 7.500 5,932.88
65
7.250 5,932.88
999,000.00
PALOS VERDES ES CA 90274 2 11/30/95
00
20978441 05 02/01/96
0
20978441 O 01/01/11
0
1463003 533/728 F 271,000.00
ZZ
DIX MEL W 180 271,000.00
1
4275 CLEARVIEW DRIVE 8.000 2,589.82
70
7.750 2,589.82
390,000.00
CARLSBAD CA 92008 2 12/06/95
00
0380296286 03 02/01/96
0
2221521 O 01/01/11
0
1463010 593/728 F 213,500.00
ZZ
PETERSON GARY L 180 212,869.22
1
10509 ROYAL BIRKDALE NE 7.750 2,009.63
75
7.500 2,009.63
285,000.00
ALBUQUERQUE NM 87111 5 11/15/95
00
0380298019 05 01/01/96
0
6777791 O 12/01/10
0
1463126 450/728 F 235,000.00
ZZ
KRAMER ANDREW J 180 234,313.33
1
41 W 139 LASSO LANE 7.875 2,228.86
75
7.625 2,228.86
315,000.00
ST. CHARLES IL 60175 2 11/14/95
00
0380299173 05 01/01/96
0
398433 O 12/01/10
0
1463130 450/728 F 227,000.00
ZZ
ALEXANDER MICHAEL J 180 226,351.24
1
1596 WILLIS DRIVE 8.125 2,185.74
65
7.875 2,185.74
350,000.00
GRASS LAKE TOWN MI 49240 2 11/27/95
00
0380299074 05 01/01/96
0
3990355 O 12/01/10
0
1463196 025/025 F 246,700.00
ZZ
FERRIS ROBERT D 180 245,971.14
1
8627 WOODBRIAR DRIVE 7.750 2,322.13
68
7.500 2,322.13
365,000.00
1
SARASOTA FL 34238 2 10/31/95
00
547445 03 01/01/96
0
547445 O 12/01/10
0
1463268 E22/728 F 320,000.00
ZZ
OSLER PATRICK J 180 319,064.96
1
25887 CANYON ROAD NORTHWEST 7.875 3,035.04
61
7.625 3,035.04
530,000.00
POULSBO WA 98370 5 11/17/95
00
0410039259 05 01/01/96
0
0410039259 O 12/01/10
0
1463284 076/076 F 300,000.00
ZZ
MELLOR ROY D 180 298,182.26
1
5114 SHERWOOD ROAD 7.500 2,781.04
80
7.250 2,781.04
375,000.00
LITTLE ROCK AR 72207 1 10/26/95
00
4971122 05 12/01/95
0
4971122 O 11/01/10
0
1463285 076/076 F 226,000.00
ZZ
PROFFITT DANNY L 180 224,600.48
1
1134 CROSSOVER ROAD 7.250 2,063.07
78
7.000 2,063.07
290,000.00
FAYETTEVILLE AR 72701 2 10/05/95
00
4965962 05 12/01/95
0
4965962 O 11/01/10
0
1463287 076/076 F 333,000.00
ZZ
GIEBEL DAN W 180 330,061.72
1
1007 CRESCENT 7.875 3,158.34
90
7.625 3,158.34
370,000.00
BELTON TX 76513 1 09/21/95
10
4952862 05 11/01/95
25
4952862 O 10/01/10
0
1463288 076/076 F 306,500.00
ZZ
CHANG CHUNG Y 180 304,642.89
1
536 SOUTH THIRD ST 7.500 2,841.29
59
7.250 2,841.29
520,000.00
BELLAIRE TX 77401 5 10/24/95
00
4948412 05 12/01/95
0
4948412 O 11/01/10
0
1
1463290 076/076 F 230,000.00
ZZ
PETRUZZELLIS SALVATORE 180 227,970.55
1
47 WATERFORD DRIVE 7.875 2,181.44
80
BLDG 68 UNIT 322 7.625 2,181.44
288,065.00
MONTVILLE TOWNS NJ 07005 1 09/15/95
00
494671 01 11/01/95
0
494671 O 10/01/10
0
1463292 076/076 F 260,000.00
ZZ
DE CARLO DONALD D 180 258,389.91
1
4927 RUSTIC TRAIL 7.250 2,373.45
73
7.000 2,373.45
357,000.00
MIDLAND TX 79707 1 10/16/95
00
4945022 05 12/01/95
0
4945022 O 11/01/10
0
1463293 076/076 F 259,450.00
ZZ
SANTIAGO ANTONIO 180 257,945.46
1
8708 SAVANNAH 8.000 2,479.44
75
7.750 2,479.44
350,000.00
LUBBOCK TX 79424 2 10/18/95
00
4912502 05 12/01/95
0
4912502 O 11/01/10
0
1463296 076/076 F 300,000.00
ZZ
MONTGOMERY LARRY R 180 298,279.39
1
RT 2 BOX 2215 - B 8.125 2,888.65
79
7.875 2,888.65
380,000.00
BELTON TX 76513 2 10/10/95
00
4412202 05 12/01/95
0
4412202 O 11/01/10
0
1463300 076/076 F 300,000.00
ZZ
LYNCH ROD E 180 295,271.15
1
91355 TRIPLE OAKS DRIVE 7.500 2,781.04
75
7.250 2,781.04
400,000.00
EUGENE OR 97408 5 07/19/95
00
484672 05 09/01/95
0
484672 O 08/01/10
0
1463304 076/076 F 260,000.00
ZZ
REYNOLDS TODD W 180 257,730.83
1
1
6201 BEND O' RIVER DRIVE 8.000 2,484.70
64
7.750 2,484.70
406,450.00
AUSTIN TX 78746 1 09/14/95
00
4929842 05 11/01/95
0
4929842 O 10/01/10
0
1463328 163/728 F 600,000.00
ZZ
CADAG RAMIRO A 120 596,697.41
1
9 CENTRAL DRIVE 7.875 7,240.09
47
7.625 7,240.09
1,300,000.00
KINGS POINT NY 11024 2 11/17/95
00
0380301268 03 01/01/96
0
371711194 O 12/01/05
0
1463331 076/076 F 485,000.00
ZZ
LANE, JR REMER Y 180 480,720.50
1
16 LIBERTY CREEK DRIVE 7.875 4,599.99
72
7.625 4,599.99
675,000.00
SAVANNAH GA 31406 2 10/02/95
00
4933632 03 11/01/95
0
4933632 O 10/01/10
0
1463336 076/076 F 480,000.00
ZZ
MAYER ARUN K 180 477,123.25
1
13467 OWL HOLLOW COURT 7.625 4,483.82
59
7.375 4,483.82
814,000.00
JACKSONVILLE FL 32223 1 10/06/95
00
4939152 05 12/01/95
0
4939152 O 11/01/10
0
1463372 943/943 F 1,000,000.00
ZZ
CAMPBELL W P 180 980,587.51
1
44 E ELM STREET 6.875 8,918.55
73
6.625 8,918.55
1,385,000.00
CHICAGO IL 60610 1 06/29/95
00
5050005464 07 08/01/95
0
5050005464 O 07/01/10
0
1463373 943/943 F 97,000.00
ZZ
MCKINNON HUGH D 120 94,782.85
1
117 KING FISHER ROAD 7.625 1,157.75
72
7.375 1,157.75
135,500.00
LEVITTOWN NY 11756 2 08/25/95
00
5050006617 05 10/01/95
0
1
5050006617 O 09/01/05
0
1463374 943/943 F 16,800.00
ZZ
GRAVES GARY 180 16,702.58
276
185 HALL STREET APT 502 8.000 160.55
76
7.750 160.55
22,250.00
BROOKLYN NY 11205 1 10/02/95
00
5050006732 10 12/01/95
0
5050006732 O 11/01/10
0
1463375 943/943 F 280,000.00
ZZ
MALCOLM WADE P 180 278,208.82
1
869 QUETTA AVENUE 6.875 2,497.20
79
6.625 2,497.20
358,000.00
SUNNYVALE CA 94087 2 10/26/95
00
5050007732 05 12/01/95
0
5050007732 O 11/01/10
0
1463376 943/943 F 364,000.00
ZZ
SHARPE JEFFERSONL 180 360,845.54
1
135 LABBANCE LANE 7.625 3,400.24
75
7.375 3,400.24
490,000.00
FAIRFIELD CT 06430 2 10/16/95
00
5050008579 05 12/01/95
0
5050008579 O 11/01/10
0
1463377 943/943 F 268,500.00
ZZ
MADIGAN MICHAEL 180 266,840.65
1
122 PARK LANE 7.625 2,508.14
77
7.375 2,508.14
350,000.00
WHITE PLAINS NY 10604 2 10/10/95
00
5050008724 05 12/01/95
0
5050008724 O 11/01/10
0
1463378 943/943 F 234,000.00
ZZ
KOCHOUMIAN EDWARD 180 233,308.66
1
35-20 UTOPIA PARKWAY 7.750 2,202.59
90
7.500 2,202.59
260,000.00
FLUSHING NY 11358 2 11/07/95
14
5050008748 05 01/01/96
12
5050008748 O 12/01/10
0
1
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KLEE BRIAN D 180 378,839.71
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WATERFORD CT 06385 1 11/17/95
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5050009856 05 01/01/96
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5505900279 05 12/01/95
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5506600319 05 12/01/95
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PISANO JR DANIEL J 180 284,148.66
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546,000.00
RIDGEFIELD CT 06877 5 11/06/95
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5508300145 05 01/01/96
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5508300145 O 12/01/10
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1463390 943/943 F 400,000.00
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DREELAND JOHN 180 398,831.20
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UNIT 4308 7.625 3,793.80
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NEW YORK NY 10019 2 11/21/95
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5511000390 08 01/01/96
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NISSEQUOGUE NY 11780 1 11/03/95
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1463393 943/943 F 80,000.00
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BURAN JOHN R 180 79,750.33
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CHEN CHIEN E 180 313,922.40
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6.875 2,861.53
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BURLINGAME CA 94010 1 10/06/95
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5528300244 05 12/01/95
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5528300244 O 11/01/10
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GANDHI RAJU H 180 538,351.16
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1416 MONTERO AVENUE 7.375 4,967.59
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7.125 4,967.59
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BURLINGAME CA 94010 1 11/17/95
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5528300253 05 01/01/96
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5528300253 O 12/01/10
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YUZON JOHANN A 180 628,118.11
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7.375 5,885.02
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BURLINGAME CA 94010 2 11/24/95
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5528300259 05 01/01/96
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5528300259 O 12/01/10
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1463397 943/943 F 429,000.00
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WU WINDSOR 180 426,456.91
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19940 WELLINGTON COURT 7.750 4,038.08
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7.500 4,038.08
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SARATOGA CA 95070 2 09/28/95
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5529900148 05 12/01/95
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5529900148 O 11/01/10
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1463398 943/943 F 1,000,000.00
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TING EDWARD 180 996,879.18
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1
21045 COMER DR 7.125 9,058.32
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6.875 9,058.32
2,500,000.00
SARATOGA CA 95070 2 11/22/95
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5529900172 05 01/01/96
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5529900172 O 12/01/10
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1463399 943/943 F 350,000.00
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WALDMAN SAMUEL 180 348,954.50
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73
7.375 3,269.46
480,000.00
INCLINE VILLAGE NV 89451 5 11/15/95
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5531000362 05 01/01/96
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5531000362 O 12/01/10
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1463401 943/943 F 278,500.00
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WESTNER THOMAS 180 276,796.29
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72
7.500 2,621.46
390,000.00
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5541500137 05 12/01/95
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5541500137 O 11/01/10
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FARERI ANTHONY 180 115,273.81
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3167 LAKESHORE DRIVE 7.125 1,050.77
65
6.875 1,050.77
179,000.00
DEERFIELD BEACH FL 33442 1 10/31/95
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5545800177 09 12/01/95
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5545800177 O 11/01/10
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1463404 943/943 F 300,000.00
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SAPP GARY K 180 299,113.67
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231 SOUTH VINE STREET 7.750 2,823.83
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7.500 2,823.83
450,000.00
PARK RIDGE IL 60068 5 11/13/95
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5555100192 O 12/01/10
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1463405 943/943 F 290,000.00
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MANGULABNAN MELVIN S 180 288,299.67
1
29 DEER RUN 7.875 2,750.51
79
7.625 2,750.51
370,200.00
ORCHARD PARK NY 14127 1 10/19/95
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5556300103 05 12/01/95
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5556300103 O 11/01/10
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KUS EDWARD J 180 279,172.75
1
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GLEN ELLYN IL 60137 2 11/22/95
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FARRELL WILLIAM J 180 60,000.00
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1013 OAKTREE TRAIL 8.375 586.46
38
8.125 586.46
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LAKE VILLA IL 60046 1 12/05/95
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0380297235 05 02/01/96
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GIANG DAVID 180 194,000.00
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HONOLULU HI 96815 2 12/04/95
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AYALA ORLANDO 180 679,052.14
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25410 NE 108TH STREET 6.750 6,088.18
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REDMOND WA 98053 1 08/30/95
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KINNEY SCOTT L 180 302,804.07
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3585 ELRENE ROAD 7.500 2,824.15
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7.250 2,824.15
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EAGAN MN 55121 1 10/06/95
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0380304510 05 12/01/95
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NELSON KIPP M 180 398,805.15
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KETCHUM ID 83340 1 11/06/95
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0380304536 03 01/01/96
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GOODMAN JOHN E 180 372,907.17
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6363 MASSEY MANOR LANE 7.875 3,547.21
68
7.625 3,547.21
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MEMPHIS TN 38120 2 11/15/95
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0380304916 03 01/01/96
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1463816 943/728 F 240,000.00
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JARJISIAN DAVID S 120 238,706.33
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1015 CEDAR KNOLL 8.250 2,943.67
53
8.000 2,943.67
460,000.00
NEWTOWN SQUARE PA 19073 2 10/31/95
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1463817 943/728 F 514,250.00
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HIMMELSTEIN MICHAEL A 180 506,470.17
1
120 KILRAIN COURT 7.625 4,803.77
80
7.375 4,803.77
642,834.00
ROSWELL GA 30076 1 07/25/95
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0380304551 03 09/01/95
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WHITEMAN ADRIAN R 180 45,633.54
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1023 FRANKLIN STREET 7.500 430.14
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7.250 430.14
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WILLIAMSPORT PA 17701 2 08/28/95
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0380304569 05 10/01/95
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1463819 943/728 F 318,700.00
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WALDO STEPHEN M 180 315,887.95
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15270 WEST HOFFMAN ROAD 7.875 3,022.71
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425,000.00
1
HAMMOND LA 70403 2 09/27/95
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0380304924 05 11/01/95
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1463820 943/728 F 380,000.00
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GARRETTE MARK J 180 373,709.19
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260 WEATHERSTONE ROAD 7.250 3,468.88
70
7.000 3,468.88
545,000.00
BARRINGTON IL 60010 2 06/28/95
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0380304577 05 09/01/95
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1463821 943/728 F 294,000.00
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STIELER PAUL M 180 290,453.53
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1109 BISHOP RD 7.625 2,746.34
78
7.375 2,746.34
378,000.00
GROSSE PTE PARK MI 48230 2 07/28/95
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0380304585 05 10/01/95
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5080027042 O 09/01/10
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1463822 943/728 F 234,000.00
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COATS ROBERT L 180 230,287.19
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470 NAVARO WAY 7.125 2,119.65
90
#115 6.875 2,119.65
260,000.00
SAN JOSE CA 95134 2 09/18/95
14
0380304940 01 11/01/95
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5080027211 O 10/01/10
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1463823 943/728 F 225,000.00
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GLICKENBERGER ROBERT S 180 223,014.61
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617 ETON LANEE 7.875 2,134.02
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7.625 2,134.02
297,500.00
LANCASTER SC 29720 1 09/25/95
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0380304593 05 11/01/95
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5080027243 O 10/01/10
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1463824 943/728 F 216,500.00
ZZ
BERSANI JAMES L 180 213,153.82
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572 DARK STAR AVENUE 7.375 1,991.63
85
7.125 1,991.63
255,000.00
GAHANNA OH 43230 2 07/24/95
04
0380304601 05 09/01/95
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5080027281 O 08/01/10
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1
1463825 943/728 F 218,000.00
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SALSIEDER MICHEAL W 180 214,772.92
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2090 S CHERRYWOOD COURT 7.875 2,067.62
75
7.625 2,067.62
293,000.00
NEW BERLIN WI 53151 5 07/17/95
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0380304619 05 09/01/95
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5080027536 O 08/01/10
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1463827 943/728 F 266,250.00
ZZ
HAMRICK STEVEN W 180 264,035.93
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9613 POST MILL PLACE 7.750 2,506.15
75
7.500 2,506.15
355,000.00
RALEIGH NC 27615 5 10/17/95
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0380305574 03 12/01/95
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5080027566 O 11/01/10
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1463828 943/728 F 285,000.00
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FLOYD JOSEPH B 180 282,874.41
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1546 KINGS CROSSING 7.750 2,682.64
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7.500 2,682.64
375,000.00
STONE MOUNTAIN GA 30087 2 10/19/95
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0380304684 05 12/01/95
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1463829 943/728 F 350,000.00
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FINCH HAROLD L 180 342,591.19
1
425 N.E. ST ANDREW CIRC 7.500 3,244.55
50
7.250 3,244.55
712,500.00
LEE'S SUMMIT MO 64064 1 09/28/95
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0380304700 03 11/01/95
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5080028271 O 10/01/10
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1463830 943/728 F 290,000.00
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HANSON ERIC O 180 288,242.85
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1807 EMORY STREET 7.500 2,688.34
75
7.250 2,688.34
390,000.00
SAN JOSE CA 95126 5 10/04/95
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0380304957 05 12/01/95
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5080028408 O 11/01/10
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1463831 943/728 F 272,000.00
ZZ
GREENLEE DAVID B 180 270,387.59
1
1
1417 CANTERBURY RD 7.750 2,560.28
80
7.500 2,560.28
340,000.00
RALEIGH NC 27607 1 10/06/95
00
0380304718 05 12/01/95
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5080028430 O 11/01/10
0
1463832 943/728 F 130,000.00
ZZ
HUNTER JR JAMES B 180 128,775.62
1
333 GROVE HILL PLACE 7.125 1,177.59
28
6.875 1,177.59
479,900.00
MEMPHIS TN 38120 1 10/13/95
00
0380304726 03 12/01/95
0
5080028436 O 11/01/10
0
1463833 943/728 F 235,000.00
ZZ
STRANGE CHARLIE 180 234,298.02
1
17 BULL STREET 7.625 2,195.21
65
7.375 2,195.21
365,000.00
CHARLESTON SC 29401 5 11/08/95
00
0380304734 05 01/01/96
0
5080028797 O 12/01/10
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1463834 943/728 F 313,600.00
ZZ
EHR JR R F 180 312,673.49
1
3888 BRIDGESTONE DRIVE NE 7.750 2,951.84
80
7.500 2,951.84
392,000.00
GRAND RAPIDS MI 49505 1 11/13/95
00
0380304742 05 01/01/96
0
5080028874 O 12/01/10
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1463835 943/728 F 385,000.00
ZZ
MURRI ROBERT E 180 382,589.84
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9201 S KENSINGTON PARK DRIVE 7.125 3,487.45
67
6.875 3,487.45
580,000.00
WEST JORDAN UT 84088 2 10/26/95
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0380304759 05 12/01/95
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5080029015 O 11/01/10
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1463836 943/728 F 20,900.00
ZZ
HOOD SANDRA L 180 20,713.55
1
7820 CHESTERFIELD DRIVE SOUTH 7.750 196.73
25
7.500 196.73
84,900.00
SOUTHAVEN MS 38671 1 10/11/95
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0380304767 05 11/01/95
0
1
5080029084 O 10/01/10
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1463837 943/728 F 288,000.00
ZZ
ALLEN JR BENJAMIN R 180 287,091.37
1
11 STONEHURST GREEN 7.000 2,588.63
80
6.750 2,588.63
360,000.00
RICHMOND VA 23226 1 11/10/95
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0380304775 05 01/01/96
0
5080029861 O 12/01/10
0
1463838 943/728 F 236,400.00
ZZ
VITAGLIANO ANTHONY S 180 234,268.03
1
5240 E DANBURY RD 7.625 2,208.29
80
7.375 2,208.29
295,522.00
SCOTTSDALE AZ 85254 1 09/28/95
00
0380304783 05 11/01/95
0
5080029960 O 10/01/10
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1463839 943/728 F 150,000.00
ZZ
LAW SING W 180 149,040.43
1
126 VAN NOSTRAND AVENUE 6.875 1,337.79
39
6.625 1,337.79
390,000.00
ENGLEWOOD CLIFF NJ 07632 5 10/03/95
00
0380304833 05 12/01/95
0
5090012244 O 11/01/10
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1463841 943/728 F 295,200.00
ZZ
CHO CHAIDONG 180 293,998.63
1
QUARTER HORSE LANE 7.375 2,715.62
80
7.125 2,715.62
369,000.00
MONROE CT 06468 1 11/06/95
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0380304858 05 01/01/96
0
5090012475 O 12/01/10
0
1463842 943/728 F 684,000.00
ZZ
ZUNIGA DAPHNE 180 677,831.37
1
520 N ROBINWOOD DRIVE 7.625 6,389.45
80
7.375 6,389.45
855,000.00
LOS ANGELES CA 90049 1 09/29/95
00
0380304866 05 11/01/95
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5090012610 O 10/01/10
0
1
1463843 943/728 F 188,000.00
ZZ
BURNS JAMES A 180 186,835.78
1
199 GREENMEADOW AVENUE 7.250 1,716.19
63
7.000 1,716.19
300,000.00
THOUSAND OAKS CA 91320 2 09/27/95
00
0380304874 05 12/01/95
0
5090012970 O 11/01/10
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1463844 943/728 F 232,500.00
ZZ
MAINOR RONALD D 180 231,166.52
1
112 THORNTON DRIVE 8.125 2,238.71
75
7.875 2,238.71
310,000.00
PALM BEACH GARD FL 33418 5 10/03/95
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0380304882 03 12/01/95
0
5090013017 O 11/01/10
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1463845 943/728 F 308,800.00
ZZ
GASPARD DANA 180 306,845.80
1
420 WOODLAND CIRCLE 7.000 2,775.59
80
6.750 2,775.59
389,000.00
RADNOR PA 19087 1 10/16/95
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0380304890 05 12/01/95
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5090013070 O 11/01/10
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1463846 943/728 F 54,300.00
ZZ
ISHIGURO HIROSHI 180 54,139.57
162
245 E 24TH STREET UNIT 14L 7.750 511.12
75
7.500 511.12
72,500.00
NEW YORK NY 10010 1 11/02/95
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0380304320 10 01/01/96
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5090013623 O 12/01/10
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1463847 943/728 F 600,000.00
ZZ
BEHLER ROGER A 180 596,363.53
1
0038 IDLEWILD PLACE 7.500 5,562.08
76
7.250 5,562.08
797,297.00
EDWARDS CO 81632 4 10/20/95
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0380304346 05 12/01/95
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5090013838 O 11/01/10
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1463848 943/728 F 90,000.00
ZZ
STORRS PETER J 180 84,407.11
1
264 TANNER COURT 7.000 808.95
66
6.750 808.95
138,000.00
1
CIRCLE PINES MN 55014 2 10/25/95
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0380304379 05 12/01/95
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5090014212 O 11/01/10
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1463849 943/728 F 256,000.00
ZZ
GOREN BARRY 180 255,201.07
1
1650 JACKSON STREET UNIT 702 7.125 2,318.93
80
6.875 2,318.93
320,000.00
SAN FRANCISCO CA 94109 1 11/13/95
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0380304387 08 01/01/96
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5090014669 O 12/01/10
0
1463850 943/728 F 150,000.00
ZZ
SLATER EUGENE F 180 149,516.38
1
12199 205TH STREET NORTH 6.750 1,327.37
49
6.500 1,327.37
310,000.00
ST CROIX MN 55047 5 11/10/95
00
0380304395 05 01/01/96
0
5090014671 O 12/01/10
0
1463851 943/728 F 66,750.00
ZZ
JOB CAROL A 180 66,537.10
1
4802 WEST COLUMBINE DRIVE 6.875 595.32
75
6.625 595.32
89,000.00
GLENDALE AZ 85304 5 11/06/95
00
0380304403 05 01/01/96
0
5090014682 O 12/01/10
0
1463852 943/728 F 500,000.00
T
SCHARF BERNARD 180 498,473.26
1
62 HIGHLANDS LANE #302 7.375 4,599.62
43
7.125 4,599.62
1,170,000.00
AVON CO 81620 1 11/28/95
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0380304411 08 01/01/96
0
5090014848 O 12/01/10
0
1463853 943/728 F 300,000.00
ZZ
SUTTERFIELD PHILIP R 180 299,043.18
1
2583 SILVER CLOUD COURT 6.875 2,675.57
25
6.625 2,675.57
1,200,000.00
PARK CITY UT 84060 5 11/10/95
00
0380304429 05 01/01/96
0
5090014875 O 12/01/10
0
1
1463854 943/728 F 243,750.00
ZZ
BAILEY ROBERT 180 242,475.00
1
2927 W 86TH STREET 8.000 2,329.41
75
7.750 2,329.41
325,000.00
CHICAGO IL 60652 2 11/15/95
00
0380304437 05 01/01/96
0
5090015065 O 12/01/10
0
1463855 943/728 F 98,000.00
ZZ
DURKIN THOMAS M 120 97,453.02
1
3683 HAWTHORN DRIVE 7.625 1,169.69
44
7.375 1,169.69
225,000.00
CENTER VALLEY PA 18034 5 11/09/95
00
0380304445 05 01/01/96
0
5090015087 O 12/01/05
0
1463856 943/728 F 203,000.00
ZZ
BABB JR RALPH W 180 202,352.55
1
2360 HERONWOOD DRIVE 6.875 1,810.47
25
6.625 1,810.47
812,500.00
BLOOMFIELD TOWN MI 48302 1 11/15/95
00
0380304452 05 01/01/96
0
5090015275 O 12/01/10
0
1463857 943/728 F 220,000.00
ZZ
VOYNICK JR JOHN S 180 219,305.90
1
107 INWOOD AVENUE 7.000 1,977.43
66
6.750 1,977.43
335,000.00
MONTCLAIR NJ 07042 1 11/16/95
00
0380304460 05 01/01/96
0
5090015313 O 12/01/10
0
1463858 943/728 F 562,500.00
ZZ
MILLER JOHN L 180 560,874.45
1
4014 EAST CRESTHAVEN 8.000 5,375.55
75
7.750 5,375.55
750,000.00
WESTLAKE VILLAG CA 91361 2 11/21/95
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0380304478 05 01/01/96
0
5090015366 O 12/01/10
0
1463859 943/728 F 435,000.00
ZZ
WEISTER RUSSELL J 180 433,186.18
1
1
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74
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590,000.00
LITTLETON CO 80121 2 11/27/95
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0380304486 05 01/01/96
0
5090015419 O 12/01/10
0
1463860 943/728 F 224,000.00
ZZ
WEICK BARTON G 180 223,277.80
1
12104 OLD BRIDGE ROAD 6.750 1,982.20
80
6.500 1,982.20
280,000.00
ROCKVILLE MD 20852 1 11/29/95
00
0380304494 05 01/01/96
0
5090015565 O 12/01/10
0
1463889 369/728 F 100,000.00
ZZ
DILORENZO ANTHONY T 180 99,720.49
1
2829 NEWPORT GAP PIKE 8.375 977.43
67
8.125 977.43
150,000.00
WILMINGTON DE 19808 2 11/27/95
00
0380299678 05 01/01/96
0
49059710 O 12/01/10
0
1463928 403/728 F 343,000.00
ZZ
PETERSON S B 180 324,937.00
1
28 HUNTERS CROSSING 7.375 3,155.34
86
7.125 3,155.34
400,000.00
BURLINGTON CT 06013 2 08/18/95
04
0380291139 05 10/01/95
12
6395891 O 09/01/10
0
1463967 698/728 F 232,500.00
ZZ
HUNT MERRILL R 180 232,500.00
1
2460 REILL VIEW DRIVE 7.875 2,205.15
75
7.625 2,205.15
310,000.00
ESCONDIDO AREA CA 92025 2 12/07/95
00
0380297730 05 02/01/96
0
14101853 O 01/01/11
0
1463975 461/461 F 500,000.00
ZZ
STODDARD JEFFRY L 180 500,000.00
1
15 SANTA BARBARA PLACE 8.000 4,778.27
65
7.750 4,778.27
770,000.00
LAGUNA NIGUEL CA 92677 2 11/27/95
00
20977955 03 02/01/96
0
1
20977955 O 01/01/11
0
1463992 E28/E28 F 307,000.00
ZZ
DEGARMO GUY P 180 286,056.58
1
582 SYCAMORE ROAD 7.375 2,824.16
71
7.175 2,824.16
435,000.00
PLEASANTON CA 94566 2 03/21/94
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221408339 05 05/01/94
0
221408339 O 04/01/09
0
1463993 E28/E28 F 233,650.00
ZZ
ENGLE KIRK S 180 214,719.18
1
415 COMO WAY 7.000 2,100.11
77
6.800 2,100.11
305,000.00
DANVILLE CA 94526 2 11/30/93
00
221229917 03 02/01/94
0
221229917 O 01/01/09
0
1463995 E28/E28 F 275,000.00
ZZ
CARRILLO JORGE J 180 248,023.17
1
6295 BRANDON STREET 7.250 2,510.37
77
7.050 2,510.37
360,000.00
PALM BEACH GRDN FL 33418 2 11/23/93
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221196801 03 01/01/94
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221196801 O 12/01/08
0
1464019 450/728 F 223,000.00
ZZ
CHOI BYOUNG D 180 222,333.87
1
2318 RIDGECLIFF COURT 7.625 2,083.11
90
7.375 2,083.11
250,000.00
SAN JOSE CA 95131 2 11/27/95
14
0380301904 05 01/01/96
25
3961174 O 12/01/10
0
1464460 429/429 F 300,000.00
ZZ
ROSEN PETER F 180 297,235.00
1
389 MILL CREEK BEND 7.375 2,759.77
68
7.125 2,759.77
446,500.00
ATLANTA GA 30307 1 09/27/95
00
21259700 03 11/01/95
0
21259700 O 10/01/10
0
1
1464535 429/429 F 238,950.00
ZZ
WHITTLE PAUL D 180 235,256.81
1
1013 TURNBERRY CIRCLE 7.375 2,198.16
90
7.125 2,198.16
267,000.00
LOUISVILLE CO 80027 2 07/26/95
10
7947419 05 09/01/95
25
7947419 O 08/01/10
0
1464546 429/429 F 352,000.00
T
MIMS ALBERT D 180 348,927.92
1
128 STINGRAY COURT 8.000 3,363.90
80
7.750 3,363.90
443,000.00
GARDEN CITY SC 29576 1 09/08/95
00
21230651 03 11/01/95
0
21230651 O 10/01/10
0
1464556 429/429 F 275,000.00
ZZ
SHELEY, JR DONALD R 180 273,333.73
1
40155 WOODSIDE DRIVE N 7.500 2,549.29
70
7.250 2,549.29
396,133.00
NORTHVILLE MI 48167 1 10/12/95
00
21249412 01 12/01/95
0
21249412 O 11/01/10
0
1464559 429/429 F 212,000.00
ZZ
QUINTER THEODORE L 180 210,687.17
1
22480 VACRI LANE 7.250 1,935.27
91
7.000 1,935.27
235,500.00
FARMINGTON HILL MI 48335 1 10/16/95
14
21258686 05 12/01/95
25
21258686 O 11/01/10
0
1464560 696/728 F 312,000.00
ZZ
BARRY DEBORAH G 180 311,088.34
1
4910 SEDGWICK STREET NW 7.875 2,959.16
80
7.625 2,959.16
390,000.00
WASHINGTON DC 20016 1 11/29/95
00
0380295999 05 01/01/96
0
2276397 O 12/01/10
0
1464562 429/429 F 310,000.00
ZZ
HAMMOUD YASSER T 180 308,182.42
1
11647 PACIOCCO COURT 7.875 2,940.19
73
7.625 2,940.19
430,000.00
1
PLYMOUTH MI 48170 1 10/25/95
00
21276753 05 12/01/95
0
21276753 O 11/01/10
0
1464566 429/429 F 247,500.00
ZZ
CHAMPLIN, III FREDERIC C 180 228,020.97
1
245 EAST 93RD STREET, UNIT 3F 7.375 2,276.82
90
7.125 2,276.82
275,000.00
NEW YORK NY 10128 2 12/22/93
04
20312450 01 02/01/94
20
20312450 O 01/01/09
0
1464569 429/429 F 227,900.00
ZZ
TRULAND KEVIN M 180 224,010.64
1
64 BAKERS LANE 8.375 2,227.56
94
8.000 2,227.56
245,000.00
MARSHFIELD MA 02050 1 06/26/95
14
21064324 05 08/01/95
30
21064324 O 07/01/10
0
1464570 429/429 F 50,000.00
ZZ
D'AMICO JOSEPH 180 45,987.73
2
4 SOUTH MARION AVENUE 7.125 452.92
40
6.875 452.92
128,000.00
VENTNOR NJ 08406 5 12/08/93
00
20233094 05 02/01/94
0
20233094 O 01/01/09
0
1464581 429/429 F 498,000.00
ZZ
HU KUNG C 180 490,628.06
1
12508 PALATINE COURT 7.875 4,723.29
59
7.625 4,723.29
850,000.00
POTOMAC MD 20854 5 07/10/95
00
21132311 05 09/01/95
0
21132311 O 08/01/10
0
1464584 429/429 F 260,000.00
ZZ
MORLEY KEVIN J 180 256,024.41
1
173 BUTLER LANE 7.500 2,410.23
39
7.250 2,410.23
680,000.00
NEW CANAAN CT 06840 2 06/30/95
00
21144050 05 09/01/95
0
21144050 O 08/01/10
0
1
1464585 429/429 F 242,000.00
ZZ
AUBIN CHRISTOPHT 180 238,852.61
1
1 SUGAR HOLLOW LANE 6.750 2,141.49
59
6.500 2,141.49
412,000.00
SIMSBURY CT 06072 2 08/23/95
00
21175286 05 10/01/95
0
21175286 O 09/01/10
0
1464587 429/429 F 337,600.00
ZZ
COHEN CAROLYN G 180 333,527.54
1
22 APPIAN DRIVE 7.625 3,153.63
46
7.375 3,153.63
743,000.00
WELLESLEY MA 02181 2 08/23/95
00
21182811 05 10/01/95
0
21182811 O 09/01/10
0
1464588 429/429 F 285,000.00
ZZ
FALCONE MICHAEL L 180 281,486.86
1
8 ENGLEWOOD ROAD 7.375 2,621.79
95
7.125 2,621.79
300,000.00
BALTIMORE MD 21210 1 08/09/95
14
21179205 05 10/01/95
30
21179205 O 09/01/10
0
1464590 429/429 F 361,400.00
ZZ
RODRIGUEZ RICHARD A 180 358,140.72
1
1611 GIRVAN RIDGE DRIVE 7.625 3,375.95
80
7.375 3,375.95
451,765.00
DULUTH GA 30136 1 09/26/95
00
21216817 03 11/01/95
0
21216817 O 10/01/10
0
1464595 025/025 F 276,000.00
ZZ
TILBOR NEIL 180 275,193.53
1
4707 VAN KLEECK 7.875 2,617.72
80
7.625 2,617.72
345,000.00
NEW SMYRNA BEAC FL 32169 1 11/28/95
00
457858 05 01/01/96
0
457858 O 12/01/10
0
1464606 429/429 F 319,000.00
ZZ
ABRAMS RICHARD B 180 313,799.35
1
1
300 KENT STREET, UNIT #5 6.750 2,822.87
53
6.500 2,822.87
605,000.00
BROOKLINE MA 02146 2 07/24/95
00
2157656 01 09/01/95
0
2157656 O 08/01/10
0
1464607 429/429 F 319,200.00
ZZ
RUSSO JAMES D 180 314,371.52
1
11304 TAFFRAIL COURT 7.625 2,981.75
80
7.375 2,981.75
399,001.00
RESTON VA 22091 1 07/27/95
00
21162078 03 09/01/95
0
21162078 O 08/01/10
0
1464609 429/429 F 282,000.00
ZZ
CORSO FRANK M 180 280,346.59
1
1865 DERBYSHIRE ROAD 7.875 2,674.63
86
7.625 2,674.63
330,000.00
MAITLAND FL 32751 2 10/04/95
14
21247861 03 12/01/95
25
21247861 O 11/01/10
0
1464613 429/429 F 279,700.00
ZZ
HARVEY STEPHEN D 180 276,214.87
1
7829 SOUTH VALLEY DRIVE 7.250 2,553.28
80
7.000 2,553.28
350,000.00
FAIRFAX STATION VA 22039 1 08/15/95
00
21218516 03 10/01/95
0
21218516 O 09/01/10
0
1464616 429/429 F 353,600.00
ZZ
DRAKE F R 180 350,445.64
1
7021 BUXTON TERRACE 7.750 3,328.36
80
7.500 3,328.36
442,000.00
BETHESDA MD 20817 2 09/22/95
00
21222849 05 11/01/95
0
21222849 O 10/01/10
0
1464678 686/686 F 86,800.00
ZZ
DOMINGUEZ JUAN 180 86,800.00
1
2501 S W 107TH AVENUE 7.700 814.55
70
7.450 814.55
124,000.00
MIAMI FL 33165 5 11/29/95
00
30817152986 05 02/01/96
0
1
30817152986 O 01/01/11
0
1464679 686/686 F 120,000.00
ZZ
TILLEM FRED 180 119,657.04
1
1213 NW 167 AVE 8.125 1,155.46
67
7.875 1,155.46
180,354.00
PEMBROKE PINES FL 33028 1 11/30/95
00
30817268212 03 01/01/96
0
30817268212 O 12/01/10
0
1464680 686/686 F 150,000.00
ZZ
LY SOU K 180 149,546.98
1
383 BEDFORD DRIVE 7.500 1,390.52
64
7.250 1,390.52
238,000.00
RICHARDSON TX 75080 1 12/01/95
00
30817312465 05 01/01/96
0
30817312465 O 12/01/10
0
1464681 686/686 F 100,000.00
ZZ
BARTOLI DANIEL R 180 100,000.00
1
109 GLEN BERNE DRIVE 7.100 904.43
66
6.850 904.43
152,000.00
WILMINGTON DE 19804 1 12/04/95
00
30817360068 05 02/01/96
0
30817360068 O 01/01/11
0
1464682 686/686 F 300,000.00
ZZ
SAEED MINOU 180 300,000.00
1
6450 E PRENTICE PLACE 7.775 2,828.13
50
7.525 2,828.13
605,000.00
GREENWOOD VILLA CO 80111 1 12/01/95
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30817099849 05 02/01/96
0
30817099849 O 01/01/11
0
1464687 686/686 F 80,000.00
ZZ
CICH KEVIN C 180 80,000.00
1
7609 JAMES AVENUE NORTH 8.125 770.31
64
7.875 770.31
125,000.00
BROOKLYN PARK MN 55444 5 12/01/95
00
30817079676 05 02/01/96
0
30817079676 O 01/01/11
0
1
1464700 686/686 F 128,000.00
ZZ
BLIGH SUSANNE C 180 128,000.00
1
12 ROWE STREET 7.650 1,197.52
63
7.400 1,197.52
205,000.00
MILTON MA 02186 2 12/04/95
00
30817199169 05 02/01/96
0
30817199169 O 01/01/11
0
1464701 686/686 F 92,200.00
ZZ
DIMA ELENA 180 91,921.54
1
3423 WILDER LANE 7.500 854.71
75
7.250 854.71
123,000.00
ORLANDO FL 32804 1 12/07/95
00
30817271703 05 01/01/96
0
30817271703 O 12/01/10
0
1464702 686/686 F 90,000.00
ZZ
PAN YAN M 180 90,000.00
1
4307 HILLTOP DRIVE 7.875 853.61
70
7.625 853.61
130,000.00
PASCO WA 99301 1 11/28/95
00
30817305584 05 02/01/96
0
30817305584 O 01/01/11
0
1464703 686/686 F 115,500.00
ZZ
HONG THU D 180 115,500.00
1
15219 FOSTER SPRING LANE 7.625 1,078.93
70
7.375 1,078.93
165,000.00
HOUSTON TX 77095 1 12/08/95
00
30817311772 03 02/01/96
0
30817311772 O 01/01/11
0
1464712 686/686 F 25,125.00
ZZ
NGUYEN CHI T 180 25,125.00
1
19919 WESTCLIFFE COURT 8.000 240.11
75
7.750 240.11
33,500.00
CYPRESS TX 77433 1 12/11/95
00
30817314271 03 02/01/96
0
30817314271 O 01/01/11
0
1464713 686/686 F 112,500.00
ZZ
MURPHY JOHN J 180 112,500.00
1
2441 NE 27TH TERRACE 7.600 1,049.30
75
7.350 1,049.30
150,000.00
1
FORT LAUDERDALE FL 33308 1 12/11/95
00
30817348261 05 02/01/96
0
30817348261 O 01/01/11
0
1464714 686/686 F 150,500.00
ZZ
CHAU CHI K 180 150,500.00
1
6747 N SAUGANASH 8.250 1,460.07
70
8.000 1,460.07
215,000.00
CHICAGO IL 60646 5 12/07/95
00
30817079163 05 02/01/96
0
30817079163 O 01/01/11
0
1464715 686/686 F 40,000.00
ZZ
BOXERMAN DAVID S 180 40,000.00
1
41 WOODBORN LANE 7.500 370.81
41
7.250 370.81
99,900.00
PALM COAST FL 32164 1 12/11/95
00
30817272420 05 02/01/96
0
30817272420 O 01/01/11
0
1464716 686/686 F 56,500.00
ZZ
MATTADEEN DAVID 180 56,500.00
1
1471 SW 85TH AVENUE 7.700 530.21
60
7.450 530.21
95,000.00
PEMBROKE PINES FL 33025 5 12/07/95
00
30817290331 03 02/01/96
0
30817290331 O 01/01/11
0
1464717 686/686 F 62,000.00
ZZ
ABDELQADER HAMDI M 180 62,000.00
1
8736 S 49TH COURT 7.875 588.04
41
7.625 588.04
153,500.00
OAK LAWN IL 60453 1 12/12/95
00
30817078801 05 02/01/96
0
30817078801 O 01/01/11
0
1464718 686/686 F 12,000.00
ZZ
MISKEY STEVE I 120 12,000.00
1
7395 CENTER STREET 8.000 145.60
12
7.750 145.60
100,000.00
NEWPORT MI 48166 5 12/08/95
00
30817079049 05 02/01/96
0
30817079049 O 01/01/06
0
1
1464719 686/686 F 120,500.00
ZZ
MANCERA ARTURO 180 120,500.00
1
8300 TRUMBULL 8.125 1,160.28
73
7.875 1,160.28
167,000.00
SKOKIE IL 60076 2 12/08/95
00
30817079700 05 02/01/96
0
30817079700 O 01/01/11
0
1464720 686/686 F 37,500.00
ZZ
GONZALEZ FELIX 180 37,500.00
1
1450 PT MALABAR BLVD NE 7.700 351.91
75
7.450 351.91
50,000.00
PALM BAY FL 32905 1 12/12/95
00
30817101793 05 02/01/96
0
30817101793 O 01/01/11
0
1464721 686/686 F 64,400.00
ZZ
SHEEHAN EDWARD P 180 64,400.00
1
1636 ALGONQUIN DRIVE 8.000 615.44
75
7.750 615.44
85,900.00
CLEARWATER FL 34615 1 12/12/95
00
30817270317 05 02/01/96
0
30817270317 O 01/01/11
0
1464722 686/686 F 50,000.00
ZZ
HUTCHESON TODD H 180 50,000.00
1
6217 193RD STREET SW 7.550 464.93
35
7.300 464.93
145,000.00
LYNNWOOD WA 98036 2 12/07/95
00
30817273972 05 02/01/96
0
30817273972 O 01/01/11
0
1464723 686/686 F 400,000.00
ZZ
PARK DAVID H 180 400,000.00
1
25741 DILLON ROAD 7.625 3,736.52
63
7.375 3,736.52
640,000.00
LAGUNA HILLS CA 92653 1 11/29/95
00
30817298219 03 02/01/96
0
30817298219 O 01/01/11
0
1464800 195/728 F 250,000.00
ZZ
VEREBAY LEONARD J 180 250,000.00
1
1
57 CLAREWOOD DRIVE 7.625 2,335.33
53
UNIT C 27 7.375 2,335.33
475,000.00
HASTINGS ON HUD NY 10706 2 12/14/95
00
0380297615 01 02/01/96
0
47490 O 01/01/11
0
1464817 992/728 F 477,500.00
ZZ
TOMASELLA JACQUELIN 180 477,500.00
1
14 QUAIL RUN 7.875 4,528.85
63
7.625 4,528.85
760,000.00
WARREN NJ 07059 5 12/11/95
00
0380298241 05 02/01/96
0
317636 O 01/01/11
0
1464917 819/819 F 275,000.00
ZZ
HESS PAUL F 180 269,655.76
1
1620 HOLLOW TREE DR 7.500 2,549.29
68
7.250 2,549.29
405,000.00
PITTSBURGH PA 15241 5 07/07/95
00
1491828 05 09/01/95
0
1491828 O 08/01/10
0
1464919 267/267 F 425,000.00
ZZ
BIANCHI KENNETH A 180 423,688.04
1
2425 OAKDALE ROAD 7.250 3,879.67
50
7.000 3,879.67
850,000.00
HILLSBOROUGH CA 94010 5 11/06/95
00
4370619 05 01/01/96
0
4370619 O 12/01/10
0
1464929 736/728 F 380,000.00
ZZ
COEY THEODORE R 180 380,000.00
1
513 NORTH FALCON DRIVE 7.750 3,576.85
80
7.500 3,576.85
475,000.00
SAGLE ID 83860 4 11/30/95
00
0380302985 05 02/01/96
0
452300 O 01/01/11
0
1464957 405/405 F 600,000.00
ZZ
CLINCH JOHN U 180 590,626.52
1
3 JEFFERS COURT 7.250 5,477.18
42
7.000 5,477.18
1,450,000.00
HOUSTON TX 77024 2 07/13/95
00
3696853 05 09/01/95
0
1
3696853 O 08/01/10
0
1464959 405/405 F 609,900.00
ZZ
CHALMERS DONALD L 120 592,661.96
1
3247 INWOOD DRIVE 7.625 7,279.48
56
7.375 7,279.48
1,100,000.00
HOUSTON TX 77019 2 07/18/95
00
3699410 03 09/01/95
0
3699410 O 08/01/05
0
1464965 405/405 F 428,000.00
ZZ
GOLDBERG DAVID N 180 425,572.26
1
821 TURNBRIDGE ROAD 8.250 4,152.21
71
8.000 4,152.21
610,000.00
WAYNE PA 19087 2 10/26/95
00
3756772 03 12/01/95
0
3756772 O 11/01/10
0
1464967 405/405 F 232,000.00
T
SCHOLL CARL E 180 230,669.39
1
4017 43RD STREET SOUTH 8.125 2,233.89
80
7.875 2,233.89
290,000.00
ST. PETERSBURG FL 34711 1 10/04/95
00
3761483 05 12/01/95
0
3761483 O 11/01/10
0
1464968 405/405 F 456,000.00
ZZ
HASTINGS JAMES E 180 453,384.68
1
945 KEALAOLU AVENUE 8.125 4,390.75
40
7.875 4,390.75
1,150,000.00
HONOLULU HI 96816 2 10/02/95
00
3761590 05 12/01/95
0
3761590 O 11/01/10
0
1464979 405/405 F 287,000.00
ZZ
RODRIGUEZ STEPHEN S 180 286,170.60
1
23 WHISTLER COURT 8.000 2,742.73
86
7.750 2,742.73
335,000.00
IRVINE CA 92715 2 11/27/95
10
3778545 05 01/01/96
25
3778545 O 12/01/10
0
1
1464983 405/405 F 580,000.00
ZZ
CAREY STEVENS A 180 576,561.80
1
9357 CRESTA DRIVE 7.750 5,459.40
80
7.500 5,459.40
725,000.00
LOS ANGELES CA 90035 2 10/20/95
00
3788494 05 12/01/95
0
3788494 O 11/01/10
0
1465009 405/405 F 260,000.00
ZZ
MOZES JEAN M 180 259,273.27
1
365 ST NICHOLAS AVENUE 8.375 2,541.31
77
8.125 2,541.31
340,000.00
HAWORTH NJ 07641 2 11/21/95
00
3800489 05 01/01/96
0
3800489 O 12/01/10
0
1465013 405/405 F 600,000.00
ZZ
CHEUNG KITMAN 180 598,304.15
1
140 WOODRIDGE ROAD 8.250 5,820.85
63
8.000 5,820.85
960,000.00
HILLSBOROUGH CA 94010 2 11/27/95
00
3802808 05 01/01/96
0
3802808 O 12/01/10
0
1465072 E22/728 F 154,000.00
ZZ
SHELBY MICHAEL D 180 153,559.87
1
6246 WOODLAND DRIVE 8.125 1,482.84
70
7.875 1,482.84
220,000.00
SHAWNEE KS 66218 2 11/14/95
00
0410013965 05 01/01/96
0
0410013965 O 12/01/10
0
1465081 E66/E66 F 285,000.00
ZZ
SQUILLACE DANIEL J 180 265,984.49
1
124 FOX BRIAR LANE 7.000 2,561.66
68
6.750 2,561.66
422,500.00
CARY NC 27511 2 04/14/94
00
600212265 03 06/01/94
0
600212265 O 05/01/09
0
1465083 E66/E66 F 414,000.00
ZZ
ROSS JAMES G 180 388,858.90
1
5307 PINE CONE LANE 7.500 3,837.83
80
7.250 3,837.83
518,000.00
1
DURHAM NC 27705 4 05/27/94
00
UNKNOWN 03 07/01/94
0
UNKNOWN O 06/01/09
0
1465090 E66/E66 F 209,000.00
ZZ
STEWART JR MARK A 180 196,180.34
1
10601 BETHEL CHURCH ROAD 7.375 1,922.64
56
7.125 1,922.64
375,000.00
MIDLAND NC 28107 5 05/20/94
00
161110000 05 07/01/94
0
161110000 O 06/01/09
0
1465121 637/728 F 245,000.00
ZZ
BROWN JR WILLIAM C 180 245,000.00
1
11905 LITTLE CREEK LANE 7.500 2,271.18
70
7.250 2,271.18
355,000.00
JACKSONVILLE FL 32223 5 12/11/95
00
0380298548 05 02/01/96
0
4744736 O 01/01/11
0
1465131 750/728 F 377,900.00
ZZ
GESSWEIN RICHARD J 180 377,900.00
1
5991 CUESTA VERDE 7.500 3,503.18
70
7.250 3,503.18
540,000.00
GOLETA CA 93117 5 12/12/95
00
0380297987 05 02/01/96
0
31504914 O 01/01/11
0
1465137 E19/728 F 438,000.00
ZZ
KUEHL DOUGLAS W 180 438,000.00
1
1616 ALDERCREEK PLACE 8.125 4,217.43
60
WESTLAKE VILLAGE AREA 7.875 4,217.43
730,000.00
THOUSAND OAKS CA 91362 2 12/11/95
00
0380298324 03 02/01/96
0
3960 O 01/01/11
0
1465166 375/728 F 69,500.00
ZZ
VAN CAROL C 180 68,459.97
1
7910 MARROIT ROAD 7.750 654.19
69
7.500 654.19
102,000.00
RICHMOND VA 23229 1 07/13/95
00
0380305541 05 09/01/95
0
388628 O 08/01/10
0
1
1465170 E66/E66 F 213,000.00
ZZ
MORRIS PETER J 180 211,751.14
1
3224 DOULTON LANE 7.875 2,020.20
80
7.625 2,020.20
268,000.00
FUQUAY VARINA NC 27526 2 10/19/95
00
600257750 03 12/01/95
0
600257750 O 11/01/10
0
1465177 E66/E66 F 500,000.00
ZZ
GEORGE P K 180 493,902.90
1
5417 WATKINS ROAD 7.500 4,635.06
69
7.250 4,635.06
725,000.00
KNIGHTDALE NC 27545 2 08/17/95
00
600249929 05 10/01/95
0
600249929 O 09/01/10
0
1465214 375/728 F 118,650.00
ZZ
BERRY BUFORD P 180 116,512.52
1
3517 HILLBROOK DR 7.750 1,116.82
70
7.500 1,116.82
169,500.00
AUSTIN TX 78730 1 06/30/95
00
0380305657 05 08/01/95
0
384372 O 07/01/10
0
1465280 526/728 F 500,000.00
ZZ
DHEKNE RAMESH D 180 497,068.41
1
310 LINDENWOOD DRIVE 7.875 4,742.25
67
7.625 4,742.25
750,000.00
HOUSTON TX 77024 2 10/17/95
00
0380296724 05 12/01/95
0
00068911 O 11/01/10
0
1465653 601/728 F 240,000.00
ZZ
ZELT RICHARD 180 239,275.17
1
13001 HORIZON BLVD 7.500 2,224.83
79
HORIZON CITY 7.250 2,224.83
305,000.00
EL PASO TX 79927 1 11/30/95
00
0380308016 03 01/01/96
0
1028344 O 12/01/10
0
1465668 757/757 F 126,000.00
ZZ
AMINZADEH A B 180 126,000.00
1
1
3454 MEADOW CHASE DRIVE 7.625 1,177.01
75
7.375 1,177.01
168,000.00
MARIETTA GA 30060 1 12/15/95
00
2669851 05 02/01/96
0
2669851 O 01/01/11
0
1465696 025/025 F 295,200.00
T
HEATHCOTE WILLIAM L 180 294,327.85
1
262 CHEESTANA WAY 7.750 2,778.65
80
7.500 2,778.65
369,000.00
LOUDON TN 37774 1 11/20/95
00
314504 03 01/01/96
0
314504 O 12/01/10
0
1465704 736/728 F 300,000.00
ZZ
KUO MARTIN 180 300,000.00
1
2221 GLENVIEW DRIVE 8.125 2,888.65
73
7.875 2,888.65
415,000.00
MILPITAS CA 95035 2 12/01/95
00
0380298217 05 02/01/96
0
453519 O 01/01/11
0
1466254 385/385 F 474,866.21
T
SOTKIN STEPHAN E 165 471,742.10
1
193 REGATTA DRIVE 8.250 4,821.41
71
8.000 4,821.41
677,000.00
JUPITER FL 33477 1 09/29/95
00
1332576 03 12/01/95
0
1332576 O 08/01/09
0
1466279 668/728 F 130,000.00
ZZ
MILLER ORVAL G 180 129,624.32
1
9731 NORTH GRANVILLE AVE 8.000 1,242.35
71
7.750 1,242.35
184,224.00
FRESNO CA 93720 1 11/22/95
00
0380304239 05 01/01/96
0
6215651 O 12/01/10
0
1466298 077/077 F 225,000.00
ZZ
PRYZBYLSKI DAVID A 180 225,000.00
1
15911 S. LAKESHORE DRIVE 7.250 2,053.94
77
7.000 2,053.94
292,500.00
GRANGER IN 46530 1 12/18/95
00
417227 03 02/01/96
0
1
417227 O 01/01/11
0
1466319 070/728 F 340,000.00
ZZ
KIEN DAVID 180 340,000.00
1
114 MAJESTIC DRIVE 8.625 3,373.08
73
8.375 3,373.08
470,000.00
DIX HILLS NY 11746 5 12/07/95
00
0380306614 05 02/01/96
0
7095991 O 01/01/11
0
1466407 450/728 F 230,000.00
ZZ
ALDERSON STEPHEN J 180 230,000.00
1
28832 MIRA VISTA 7.250 2,099.58
80
7.000 2,099.58
290,000.00
LAGUNA NIGUEL CA 92677 1 12/06/95
00
0380307950 03 02/01/96
0
3962420 O 01/01/11
0
1466427 559/728 F 232,000.00
ZZ
TRAUTH JAMES W 180 232,000.00
1
11477 MOTHER LODE CIRCLE 8.000 2,217.12
80
7.750 2,217.12
290,000.00
GOLD RIVER CA 95670 2 12/11/95
00
0380303355 03 02/01/96
0
0428466 O 01/01/11
0
1466439 051/728 F 81,000.00
ZZ
MULLINS BOBBY E 180 80,752.67
1
RT. 7 BOX 438A/MILLS ROAD 7.375 745.14
62
7.125 745.14
131,000.00
DENTON TX 76208 4 12/01/95
00
0380298530 05 01/01/96
0
30101243 O 12/01/10
0
1466592 744/728 F 550,000.00
ZZ
CHAVEZ,JR ROBERT F 180 550,000.00
1
16937 ADLON ROAD 7.500 5,098.57
80
ENCINO AREA 7.250 5,098.57
690,000.00
LOS ANGELES CA 91436 2 12/18/95
00
0380308412 05 02/01/96
0
75638 O 01/01/11
0
1
1466691 943/728 F 220,000.00
ZZ
JOHNSTON STEPHEN C 180 219,335.57
1
2032 W 96TH STREET 7.500 2,039.43
80
7.250 2,039.43
278,000.00
LEAWOOD KS 66206 2 11/17/95
00
0380304825 05 01/01/96
0
5080030379 O 12/01/10
0
1466693 943/728 F 246,000.00
ZZ
LAVENDER DICK R 180 244,511.88
1
43 LAND'S END DRIVE 7.375 2,263.02
70
7.125 2,263.02
355,000.00
GREENSBORO NC 27408 2 11/21/95
00
0380304791 09 01/01/96
0
508003005 O 12/01/10
0
1466698 943/728 F 246,400.00
ZZ
QUEVEDO JOHN R 180 246,400.00
1
175 SETON DRIVE 7.750 2,319.31
80
7.500 2,319.31
308,000.00
NEW ROCHELLE NY 10804 1 12/06/95
00
0380304338 05 02/01/96
0
5090011897 O 01/01/11
0
1466711 943/728 F 491,500.00
ZZ
PIERCE SCOTTY 180 486,970.01
1
30343 VIA CUESTA ARRIBA 7.375 4,521.43
79
7.125 4,521.43
630,000.00
BONSALL CA 92003 2 10/25/95
00
0380304817 05 12/01/95
0
5090013748 O 11/01/10
0
1466971 069/728 F 215,000.00
ZZ
CRONCE PATRICIA B 180 215,000.00
1
9501 SOUTH FEATHER HILL DRIVE 7.875 2,039.17
44
7.625 2,039.17
490,000.00
VILLA PARK CA 92667 5 11/24/95
00
0380308222 05 02/01/96
0
2362063659 O 01/01/11
0
1466991 070/728 F 328,000.00
ZZ
FRAME JOHN R 180 322,765.16
1
6122 E 106TH ST 7.000 2,948.16
80
6.750 2,948.16
410,000.00
1
TULSA OK 74137 2 08/03/95
00
0380306630 03 09/01/95
0
4751803 O 08/01/10
0
1466992 070/728 F 291,600.00
ZZ
CARRAS JOHN C 180 290,738.49
1
21860 TODD AVENUE 7.750 2,744.76
90
7.500 2,744.76
324,000.00
YORBA LINDA CA 92687 2 11/22/95
10
0380306655 05 01/01/96
12
7364988 O 12/01/10
0
1467507 736/728 F 400,000.00
ZZ
WANG FRANCIS 180 400,000.00
1
1210 SOUTH GRAND AVENUE 7.750 3,765.10
61
7.500 3,765.10
660,000.00
PASADENA CA 91105 1 12/20/95
00
0380305947 05 02/01/96
0
457248 O 01/01/11
0
1467518 559/728 F 119,000.00
ZZ
PADUANO LINDA 180 119,000.00
1
23151 SCHUMANN ROAD 7.875 1,128.66
67
7.625 1,128.66
180,000.00
CHATSWORTH CA 91311 2 12/18/95
00
0380303611 05 02/01/96
0
416503 O 01/01/11
0
1467549 461/728 F 251,000.00
ZZ
NISHIMURA TSUNEAKI 180 251,000.00
1
986 SOUTH LADAN LANE 7.375 2,309.01
75
7.125 2,309.01
335,000.00
ANAHEIM HILLS CA 92808 2 12/22/95
00
0380304098 03 02/01/96
0
9020974887 O 01/01/11
0
1467560 560/560 F 259,200.00
ZZ
KADLICK RICHARD M 180 254,630.13
1
12819 FENWICK ISLAND COURT E 8.000 2,477.05
80
7.750 2,477.05
324,000.00
JACKSONVILLE FL 32224 1 12/15/94
00
450164645 03 08/01/95
0
450164645 O 07/01/10
0
1
1467561 560/560 F 324,000.00
ZZ
ZALMAN JOSEPH R 180 322,079.34
1
11 HIGHVIEW ROAD 7.750 3,049.74
80
7.500 3,049.74
405,000.00
MADISON CT 06443 1 10/05/95
00
450243183 05 12/01/95
0
450243183 O 11/01/10
0
1467562 560/560 F 220,000.00
ZZ
PITTS III JAMES C 120 215,863.91
1
5223 S IRONTON WAY 7.500 2,611.44
61
7.250 2,611.44
365,000.00
ENGLEWOOD CO 80111 1 10/10/95
00
450248455 05 12/01/95
0
450248455 O 11/01/05
0
1467563 560/560 F 208,000.00
ZZ
WEBER CARL P 180 206,524.65
1
37478 LEGENDS TRAIL 7.375 1,913.44
80
7.125 1,913.44
260,000.00
FARMINGTON HILL MI 48331 1 10/17/95
00
450249602 01 12/01/95
0
450249602 O 11/01/10
0
1467564 560/560 F 285,000.00
ZZ
DE ANGELO MARIE A 180 283,365.42
1
11 CHILTON ROAD 8.125 2,744.22
35
7.875 2,744.22
830,000.00
CHESTER NJ 07930 1 10/19/95
00
450250840 05 12/01/95
0
450250840 O 11/01/10
0
1467565 560/560 F 337,600.00
ZZ
JOHNSON DIANE C 180 335,620.59
1
21 PARK LANE 7.875 3,201.97
80
7.625 3,201.97
422,000.00
MINNEAPOLIS MN 55416 2 10/16/95
00
450252051 05 12/01/95
0
450252051 O 11/01/10
0
1467566 560/560 F 772,000.00
ZZ
CARSON KENT S 180 767,473.64
1
1
117 ALERCHE DRIVE 7.875 7,322.03
65
7.625 7,322.03
1,200,000.00
LOS GATOS CA 95032 2 10/13/95
00
450253141 05 12/01/95
0
450253141 O 11/01/10
0
1467567 560/560 F 240,000.00
ZZ
LEWIS DONALD W 180 238,577.30
1
760 ENCANTO COURT 7.750 2,259.06
85
7.500 2,259.06
283,000.00
SPARKS NV 89436 1 10/24/95
10
450256763 03 12/01/95
17
450256763 O 11/01/10
0
1467568 560/560 F 380,500.00
ZZ
CULP JAMES D 180 378,317.70
1
3515 BEAUCLERC CIRCLE NORTH 8.125 3,663.77
71
7.875 3,663.77
540,000.00
JACKSONVILLE FL 32257 2 10/24/95
00
450259510 05 12/01/95
0
450259510 O 11/01/10
0
1467569 560/560 F 250,000.00
ZZ
MULKIN JAMES W 180 249,285.50
1
EAGLE POINT 8.125 2,407.21
65
7.875 2,407.21
385,000.00
NEWPORT VT 05855 2 11/09/95
00
450269881 05 01/01/96
0
450269881 O 12/01/10
0
1467570 560/560 F 250,000.00
ZZ
MEYER CHRISTOPHY 180 248,219.80
1
3682 POWDERHORN DRIVE 7.125 2,264.58
55
6.875 2,264.58
457,471.00
OKEMOS MI 48864 1 11/16/95
00
450271242 05 01/01/96
0
450271242 O 12/01/10
0
1467571 560/560 F 386,150.00
ZZ
TRUCHEL GARY M 180 385,070.68
1
1 CARLY COURT 8.375 3,774.33
70
8.125 3,774.33
551,684.00
VOORHEES NJ 08043 1 11/22/95
00
450275680 05 01/01/96
0
1
450275680 O 12/01/10
0
1467572 560/560 F 355,000.00
ZZ
PLAZA TERENCE J 180 353,916.04
1
6769 NORTH SHADOW RUN DRIVE 7.375 3,265.73
75
7.125 3,265.73
475,000.00
TUCSON AZ 85704 1 11/17/95
00
450275953 03 01/01/96
0
450275953 O 12/01/10
0
1467573 560/560 F 230,000.00
ZZ
DANDENEAU JAMES V 180 229,320.48
1
1935 SNAKE HILL RD 7.750 2,164.94
60
7.500 2,164.94
385,000.00
GLOCESTER RI 02814 2 11/22/95
00
450278858 05 01/01/96
0
450278858 O 12/01/10
0
1467574 560/560 F 320,000.00
ZZ
LOCKWOOD MICHAEL J 180 319,044.11
1
3001 INLAND DRIVE S 7.625 2,989.22
75
7.375 2,989.22
430,000.00
SALEM OR 97302 5 11/22/95
00
450280839 05 01/01/96
0
450280839 O 12/01/10
0
1467575 560/560 F 252,000.00
T
ABRAMSON ROGER 180 251,263.66
1
5116 WEST MONTE CARLO DRIVE 7.875 2,390.09
80
7.625 2,390.09
315,000.00
TUCSON AZ 85745 2 11/10/95
00
450280896 05 01/01/96
0
450280896 O 12/01/10
0
1467576 560/560 F 230,000.00
ZZ
KURZ MARK A 180 229,320.48
1
9960 NW 59TH COURT 7.750 2,164.94
80
7.500 2,164.94
290,000.00
PARKLAND FL 33076 2 11/22/95
00
450281704 03 01/01/96
0
450281704 O 12/01/10
0
1
1467577 560/560 F 234,650.00
ZZ
GAVIN RICHARD T 180 233,941.33
1
1002 MYRTLEWOOD DRIVE 7.500 2,175.23
95
7.250 2,175.23
247,000.00
FRIENDSWOOD TX 77546 1 11/30/95
10
450284062 05 01/01/96
30
450284062 O 12/01/10
0
1467578 560/560 F 139,000.00
ZZ
MALIK EHTESHAM 180 139,000.00
1
297 GREEN VALLEY ROAD 7.250 1,268.88
74
7.000 1,268.88
189,000.00
EAST MEADOW NY 11554 1 12/01/95
00
450285648 05 02/01/96
0
450285648 O 01/01/11
0
1467579 560/560 F 147,000.00
ZZ
ADAMS LANCE K 180 147,000.00
1
4441 MOCKINGBIRD LANE 7.125 1,331.57
70
6.875 1,331.57
210,000.00
HIGHLAND PARK TX 75205 1 12/05/95
00
450286943 05 02/01/96
0
450286943 O 01/01/11
0
1467580 560/560 F 293,000.00
ZZ
LIECHTY STANLEY R 180 291,800.73
1
1008 ERIEL AVENUE 7.375 2,695.38
84
7.125 2,695.38
350,000.00
TORRANCE CA 90503 2 11/27/95
10
450291018 05 01/01/96
25
450291018 O 12/01/10
0
1467612 593/593 F 288,000.00
ZZ
GOUGELET ROBERT M 180 288,000.00
1
165 WAGNER LANE 7.500 2,669.80
90
7.250 2,669.80
320,000.00
CORRALES NM 87048 1 12/19/95
11
6778047 05 02/01/96
25
6778047 O 01/01/11
0
1467737 750/728 F 300,000.00
ZZ
STAEBLER ROGER A 180 300,000.00
1
2460 GOLDEN GATE AVE 7.500 2,781.04
64
7.250 2,781.04
470,000.00
1
SUMMERLAND CA 93067 1 12/08/95
00
0380303926 05 02/01/96
0
315049130 O 01/01/11
0
1467786 575/728 F 215,000.00
ZZ
ENSLEIN PETER T 180 215,000.00
1
5468 31ST STREET NW 7.000 1,932.48
79
6.750 1,932.48
275,000.00
WASHINGTON DC 20015 2 12/21/95
00
0380303421 05 02/01/96
0
421014336 O 01/01/11
0
1468315 593/593 F 229,000.00
ZZ
MAERKI MAX H 180 229,000.00
1
8221 RAINTREE DRIVE NE 7.375 2,106.63
87
7.125 2,106.63
264,500.00
ALBUQUERQUE NM 87122 2 12/21/95
11
6778740 05 02/01/96
25
6778740 O 01/01/11
0
1468395 943/943 F 310,000.00
ZZ
LAWENDY MILAD S 180 309,063.76
1
9 PLUNKETTE PLACE 7.500 2,873.74
42
7.250 2,873.74
745,000.00
WESTPORT CT 06880 2 11/21/95
00
5050010017 05 01/01/96
0
5050010017 O 12/01/10
0
TOTAL NUMBER OF LOANS : 369
TOTAL ORIGINAL BALANCE : 110,152,953.21
TOTAL PRINCIPAL BALANCE : 109,132,227.16
TOTAL ORIGINAL P+I : 1,034,968.24
TOTAL CURRENT P+I : 1,034,968.24
***************************
* END OF REPORT *
***************************
RUN ON : 02/06/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 07.23.23 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S2
CUTOFF : 01/01/96
POOL : 0004193
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
CURR NOTE RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST STRIP RATE STRIP
- -----------------------------------------------------------------
- --------------
1422129 .2500
815,600.72 .0300
8.8750 .0000
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6.7500 .0000
1466427 .2500
232,000.00 .0300
8.0000 .0000
7.7500 .0000
6.7500 .9700
6.7500 .0000
1466439 .2500
80,752.67 .0300
7.3750 .0000
7.1250 .0000
6.7500 .3450
6.7500 .0000
1466592 .2500
550,000.00 .0300
7.5000 .0000
7.2500 .0000
6.7500 .4700
6.7500 .0000
1466691 .2500
219,335.57 .0300
7.5000 .0000
7.2500 .0000
6.7500 .4700
6.7500 .0000
1
1466693 .2500
244,511.88 .0300
7.3750 .0000
7.1250 .0000
6.7500 .3450
6.7500 .0000
1466698 .2500
246,400.00 .0300
7.7500 .0000
7.5000 .0000
6.7500 .7200
6.7500 .0000
1466711 .2500
486,970.01 .0300
7.3750 .0000
7.1250 .0000
6.7500 .3450
6.7500 .0000
1466971 .2500
215,000.00 .0300
7.8750 .0000
7.6250 .0000
6.7500 .8450
6.7500 .0000
1466991 .2500
322,765.16 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1466992 .2500
290,738.49 .0300
7.7500 .0000
7.5000 .0000
6.7500 .7200
6.7500 .0000
1467507 .2500
400,000.00 .0300
7.7500 .0000
7.5000 .0000
6.7500 .7200
6.7500 .0000
1467518 .2500
119,000.00 .0300
7.8750 .0000
7.6250 .0000
6.7500 .8450
6.7500 .0000
1
1467549 .2500
251,000.00 .0300
7.3750 .0000
7.1250 .0000
6.7500 .3450
6.7500 .0000
1467560 .2500
254,630.13 .0300
8.0000 .0000
7.7500 .0000
6.7500 .9700
6.7500 .0000
1467561 .2500
322,079.34 .0300
7.7500 .0000
7.5000 .0000
6.7500 .7200
6.7500 .0000
1467562 .2500
215,863.91 .0300
7.5000 .0000
7.2500 .0000
6.7500 .4700
6.7500 .0000
1467563 .2500
206,524.65 .0300
7.3750 .0000
7.1250 .0000
6.7500 .3450
6.7500 .0000
1467564 .2500
283,365.42 .0300
8.1250 .0000
7.8750 .0000
6.7500 1.0950
6.7500 .0000
1467565 .2500
335,620.59 .0300
7.8750 .0000
7.6250 .0000
6.7500 .8450
6.7500 .0000
1467566 .2500
767,473.64 .0300
7.8750 .0000
7.6250 .0000
6.7500 .8450
6.7500 .0000
1
1467567 .2500
238,577.30 .0300
7.7500 .0000
7.5000 .0000
6.7500 .7200
6.7500 .0000
1467568 .2500
378,317.70 .0300
8.1250 .0000
7.8750 .0000
6.7500 1.0950
6.7500 .0000
1467569 .2500
249,285.50 .0300
8.1250 .0000
7.8750 .0000
6.7500 1.0950
6.7500 .0000
1467570 .2500
248,219.80 .0300
7.1250 .0000
6.8750 .0000
6.7500 .0950
6.7500 .0000
1467571 .2500
385,070.68 .0300
8.3750 .0000
8.1250 .0000
6.7500 1.3450
6.7500 .0000
1467572 .2500
353,916.04 .0300
7.3750 .0000
7.1250 .0000
6.7500 .3450
6.7500 .0000
1467573 .2500
229,320.48 .0300
7.7500 .0000
7.5000 .0000
6.7500 .7200
6.7500 .0000
1467574 .2500
319,044.11 .0300
7.6250 .0000
7.3750 .0000
6.7500 .5950
6.7500 .0000
1
1467575 .2500
251,263.66 .0300
7.8750 .0000
7.6250 .0000
6.7500 .8450
6.7500 .0000
1467576 .2500
229,320.48 .0300
7.7500 .0000
7.5000 .0000
6.7500 .7200
6.7500 .0000
1467577 .2500
233,941.33 .0300
7.5000 .0000
7.2500 .0000
6.7500 .4700
6.7500 .0000
1467578 .2500
139,000.00 .0300
7.2500 .0000
7.0000 .0000
6.7500 .2200
6.7500 .0000
1467579 .2500
147,000.00 .0300
7.1250 .0000
6.8750 .0000
6.7500 .0950
6.7500 .0000
1467580 .2500
291,800.73 .0300
7.3750 .0000
7.1250 .0000
6.7500 .3450
6.7500 .0000
1467612 .2500
288,000.00 .0800
7.5000 .0000
7.2500 .0000
6.7500 .4200
6.7500 .0000
1467737 .2500
300,000.00 .0300
7.5000 .0000
7.2500 .0000
6.7500 .4700
6.7500 .0000
1
1467786 .2500
215,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1468315 .2500
229,000.00 .0800
7.3750 .0000
7.1250 .0000
6.7500 .2950
6.7500 .0000
1468395 .2500
309,063.76 .0800
7.5000 .0000
7.2500 .0000
6.7500 .4200
6.7500 .0000
TOTAL NUMBER OF LOANS: 369
TOTAL BALANCE........: 109,132,227.16
RUN ON : 02/06/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 07.23.23 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S2 FIXED SUMMARY REPORT
CUTOFF : 01/01/96
POOL : 0004193
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
CURR NOTE RATE 7.5942 6.6250
8.8750
RFC NET RATE 7.3465 6.3750
8.6250
NET MTG RATE(INVSTR RATE) 6.7306 6.3450
6.7500
POST STRIP RATE 6.7306 6.3450
6.7500
SUB SERV FEE .2477 .1250
.3750
MSTR SERV FEE .0530 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .5629 .0000
1.8450
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 369
TOTAL BALANCE........: 109,132,227.16
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended,
supplemented or otherwise modified from time to time, this
"Contract") is made this _________ day of _______, 19____, by and
between Residential Funding Corporation, its successors and
assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the
"parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to,
and/or service Loans for, Residential Funding, and Residential
Funding desires to purchase Loans from the Seller/Servicer and/or
have the Seller/Servicer service various of its Loans, pursuant
to
the terms of this Contract and the Residential Funding Seller and
Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together,
the "Guides").
NOW, THEREFORE, in consideration of the premises, and the
terms, conditions and agreements set forth below, the parties
agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and
read the Guides. All provisions of the Guides are incorporated
by
reference into and made a part of this Contract, and shall be
binding upon the parties; provided, however, that the
Seller/Servicer shall be entitled to sell Loans to and/or service
Loans for Residential Funding only if and for so long as it shall
have been authorized to do so by Residential Funding in writing.
Specific reference in this Contract to particular provisions of
the Guides and not to other provisions does not mean that those
provisions of the Guides not specifically cited in this Contract
are not applicable. All terms used herein shall have the same
meanings as such terms have in the Guides, unless the context
clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no
provision of this Contract may be waived or amended except in
writing signed by the party against whom enforcement is sought.
Such a written waiver or amendment must expressly reference this
Contract. However, by their terms, the Guides may be amended or
supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties
hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each
represents and warrants to the other that as of the date of this
Contract:
(1) Each party is duly organized, validly existing,
and in good standing under the laws of its
jurisdiction of organization, is qualified, if
necessary, to do business and in good standing
in each jurisdiction in which it is required to
be so qualified, and has the requisite power and
authority to enter into this Contract and all
other agreements which are contemplated by this
Contract and to carry out its obligations
hereunder and under the Guides and under such
other agreements.
(2) This Contract has been duly authorized, executed
and delivered by each party and constitutes a
valid and legally binding agreement of each
party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation
pending or threatened, and no basis therefor is
known to either party, that could affect the
validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any
obligation under this Contract is concerned,
neither party is in violation of any charter,
articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely
affects its capacity to fulfill any of its
obligations under this Contract. Its execution
of, and performance pursuant to, this Contract
will not result in a violation of any of the
foregoing.
b. Seller/Servicer's Representations, Warranties and
Covenants.
In addition to the representations, warranties and
covenants made by the Seller/Servicer pursuant to
subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties
and covenants set forth in the Guides and, upon
request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which
authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer
Default shall occur, Residential Funding may, at its option,
exercise one or more of those remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is
acting as an agent of Residential Funding. The Seller/Servicer
shall, at all times, act as an independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all
prior Seller Contracts or Servicer Contracts between the parties
except that any subservicing agreement executed by the
Seller/Servicer in connection with any loan-security exchange
transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole
or in part, by the Seller/Servicer without the prior written
consent of Residential Funding. Residential Funding may sell,
assign, convey, hypothecate, pledge or in any other way transfer,
in whole or in part, without restriction, its rights under this
Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that
are to be given under this Contract shall be in writing,
addressed
to the appropriate parties and sent by telefacsimile or by
overnight courier or by United States mail, postage prepaid, to
the addresses and telefacsimile numbers specified below.
However,
another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements
of
this paragraph 8, or Residential Funding pursuant to an amendment
to the Guides.
If to Residential Funding, notices must be sent to the
appropriate
address or telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction
of any state or federal court located in Hennepin County,
Minnesota, over any action, suit or proceeding to enforce or
defend any right under this Contract or otherwise arising from
any
loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that
all
claims in respect of any such action or proceeding may be heard
or
determined in such state or federal court. Each of the parties
irrevocably waives the defense of an inconvenient forum to the
maintenance of any such action or proceeding and any other
substantive or procedural rights or remedies it may have with
respect to the maintenance of any such action or proceeding in
any
such forum. Each of the parties agrees that a final judgment in
any such action or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit on the judgment or in
any other manner provided by law. Each of the parties further
agrees not to institute any legal actions or proceedings against
the other party or any director, officer, employee, attorney,
agent or property of the other party, arising out of or relating
to this Contract in any court other than as hereinabove specified
in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by
reference herein, constitutes the entire understanding between
the
parties hereto and supersedes all other agreements, covenants,
representations, warranties, understandings and communications
between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not
be construed as part of this Contract. Any provision of this
Contract that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction, and,
to this end, the provisions hereof are severable. This Contract
shall be governed by, and construed and enforced in accordance
with, applicable federal laws and the laws of the State of
Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this
Seller/Servicer Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of
Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage
Loans held by you for the referenced pool, we request the release
of the Mortgage Loan File described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid
in
Full
Mortgage Loan
Repurchased
"We hereby certify that all amounts received or to be received in
connection with such payments which are required to be deposited
have been or will be so deposited as provided in the Pooling and
Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check
off documents being enclosed with a copy of this form. You
should
retain this form for your files in accordance with the terms of
the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage
or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
Date
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and
says:
1. That he is [Title of Officer] of [Name of Owner]
(record or beneficial owner of the Mortgage Pass-Through
Certificates, Series 1996-S1, 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-I][R-II] Certificates, and
(iii) is acquiring the Class [R-I][R-II] 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-I][R-II] Certificates to
disqualified organizations under the Code, that applies to all
transfers of Class [R-I][R-II] 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-I][R-II] Certificates may be "noneconomic residual
interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with
respect to the income on such residual interest, unless no
significant purpose of the transfer was to impede the assessment
or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class [R-I][R-II] 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-I][R-II] 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-I][R-II] Certificates and the
provisions of Section 5.02(f) of the Pooling and Servicing
Agreement under which the Class [R-I][R-II] 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-I][R-II] 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-I][R-II] Certificates held by the Owner and not to any
other holder of the Class [R-I][R-II] Certificates. The Owner
understands that the liabilities described herein relate only to
the Class [R-I][R-II] Certificates.
11. That no purpose of the Owner relating to the
transfer of any of the Class [R-I][R-II] 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-I][R-II]
Certificate that the Owner intends to pay taxes associated with
holding such Class [R-I][R-II] Certificate as they become due,
fully understanding that it may incur tax liabilities in excess
of
any cash flows generated by the Class [R-I][R-II] 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-I][R-II]
Certificates remain outstanding.
14. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
IN WITNESS WHEREOF, the Owner has caused this
instrument to be executed on its behalf, pursuant to the
authority
of its Board of Directors, by its [Title of Officer] and its
corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who
executed
the foregoing instrument and to be the [Title of Officer] of the
Owner, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this ____ day of
________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____
day of _______________, 19__.
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
Re: Mortgage Pass-Through Certificates,
Series 1996-S1, Class [R-I][R-II]
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-S1, Class [R-I][R-II] (the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of January 1, 1996 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential
Funding
Corporation, as master servicer, and Bankers Trust Company, as
trustee (the "Trustee"). All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee
that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a transfer
affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition
of
the Purchaser as contemplated by Treasury Regulations Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the
Seller has determined that the Purchaser has historically paid
its
debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the
transfer of a Class [R-I][R-II] Certificate may not be respected
for United States income tax purposes (and the Seller may
continue
to be liable for United States income taxes associated therewith)
unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
RE: Mortgage Pass-Through Certificates,
Series 1996-S1, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller")
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1996-S1, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
January 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.
3. The Purchaser is (a) a substantial,
sophisticated institutional investor having such
knowledge and experience in financial and business
matters, and, in particular, in such matters related
to securities similar to the Certificates, such that
it is capable of evaluating the merits and risks of
investment in the Certificates, (b) able to bear the
economic risks of such an investment and (c) an
"accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with,
and has had an opportunity to review (a) [a copy of
the Private Placement Memorandum, dated
___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing
Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and
the Company as has been requested by the Purchaser
from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates.
The Purchaser has had any questions arising from such
review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did
not purchase the Certificates from the Seller in
connection with the initial distribution of the
Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum")
relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it
by the Seller, that the Memorandum was prepared by the
Company solely for use in connection with the Original
Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates
by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability,
claim or expense arising out of, resulting from or in
connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b)
any information, development or event arising after
the date of the Memorandum.]
5. The Purchaser has not and will not nor
has it authorized or will it authorize any person to
(a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any
Certificate or any other similar security to any
person in any manner, (b) solicit any offer to buy or
to accept a pledge, disposition of other transfer of
any Certificate, any interest in any Certificate or
any other similar security from any person in any
manner, (c) otherwise approach or negotiate with
respect to any Certificate, any interest in any
Certificate or any other similar security with any
person in any manner, (d) make any general
solicitation by means of general advertising or in any
other manner or (e) take any other action, that (as to
any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that
would render the disposition of any Certificate a
violation of Section 5 of the Act or any state
securities law, or that would require registration or
qualification pursuant thereto. The Purchaser will
not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions
of the Pooling and Servicing Agreement.
6. The Purchaser is not an employee benefit
or other plan subject to the prohibited transaction
provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the
"Code"), or any other person (including an investment
manager, a named fiduciary or a trustee of any such
plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any
such plan, and understands that registration of
transfer of any Certificate to any such plan, or to
any person acting on behalf of or purchasing any
Certificate with "plan assets" of any such plan, may
not be made unless such plan or person delivers an
opinion of its counsel, addressed and satisfactory to
the Trustee, the Company and the Master Servicer, to
the effect that the purchase and holding of a
Certificate by, on behalf of, or with "plan assets" of
any such plan is permissible under applicable law,
will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the
Company, the Master Servicer or the Trustee to any
obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in the Pooling and
Servicing Agreement.
7. The Purchaser is not a non-United States
person.
Very truly yours,
By:
Name:
Title:
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
Re: Mortgage Pass-Through Certificates,
Series 1996-S1, 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-S1, Class (the "Certificates"),
issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of January 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
sentence with respect to any Certificate. The Seller has not and
will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the
"Seller"), intends to transfer the Rule 144A Securities described
above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance
with the agreements pursuant to which the Rule 144A Securities
were issued, the Seller hereby certifies the following facts:
Neither the Seller nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A
Securities,
any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect
to the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in any
manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities
under the Securities Act of 1933, as amended (the "1933 Act"), or
that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration
pursuant thereto, and that the Seller has not offered the Rule
144A Securities to any person other than the Buyer or another
"qualified institutional buyer" as defined in Rule 144A under the
1933 Act.
2. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee and the Master Servicer
(as defined in the Pooling and Servicing Agreement (the
"Agreement"), dated as of January 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.
c. The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the
Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest
in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to
the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any
other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render
the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it
authorize any person to act, in such manner with respect to
the Rule 144A Securities.
e. The Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the 1933
Act and has completed either of the forms of certification
to that effect attached hereto as Annex 1 or Annex 2. The
Buyer is aware that the sale to it is being made in reliance
on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule
144A Securities may be resold, pledged or transferred only
(i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being
made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
[3. The Buyer warrants and represents to, and
covenants with, the Seller, the Trustee, Master Servicer and the
Company that either (1) the Buyer is (A) not an employee benefit
plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), or
a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case) is subject
to ERISA or Section 4975 of the Code (both a "Plan"), and (B) is
not directly or indirectly purchasing the Rule 144A Securities on
behalf of, as investment manager of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan, or (2) the Buyer
understands that registration of transfer of any Rule 144A
Securities to any Plan, or to any Person acting on behalf of or
purchasing any such Certificate with "plan assets" of any Plan,
may not be made unless such Plan or Person, including the Buyer,
delivers an opinion of its counsel, addressed and satisfactory to
the Trustee, the Company and the Master Servicer, to the effect
that the purchase and holding of the Rule 144A Securities by, on
behalf of or with "plan assets" of such Plan is permissible under
applicable law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975
of the Code, and will not subject the Company, the Master
Servicer
or the Trustee to any obligation or liability (including
liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.]
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to
be an original; such counterparts, together, shall constitute one
and the same document.
IN WITNESS WHEREOF, each of the parties has executed
this document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer
Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in
connection
with the Rule 144A Investment Representation to which this
Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer
is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933 ("Rule 144A") because
(i) the Buyer owned and/or invested on a discretionary basis
$______________________ in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.
___ Corporation, etc. The Buyer is a corporation (other
than
a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking
commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at
least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached
hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution,
which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered
pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a
similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established
and
maintained by a State, its political subdivisions, or
any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan
within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is
a
bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not
include
(i) securities of issuers that are affiliated with the Buyer,
(ii)
securities that are part of an unsold allotment to or
subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer
and
did not include any of the securities referred to in the
preceding
paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments
of
such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with
Rule
144A and understands that the seller to it and other parties
related to the Certificates are relying and will continue to rely
on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own
account?
6. If the answer to the foregoing question is "no",
the
Buyer agrees that, in connection with any purchase of securities
sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a
current representation letter from such third party or taken
other
appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation
of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in
connection with the Rule 144A Investment Representation to which
this Certification is attached:
1. As indicated below, the undersigned is the
President, Chief Financial Officer or Senior Vice President of
the
Buyer or, if the Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act of
1933
("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is
a "qualified institutional buyer" as defined in SEC Rule 144A
because (i) the Buyer is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the
Buyer alone, or the Buyer's Family of Investment Companies, owned
at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of
Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities
(other than the excluded securities referred to below)
as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with
Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as
used herein means two or more registered investment companies (or
series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the
Buyer or are part of the Buyer's Family of Investment Companies,
(ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and
understands that each of the parties to which this certification
is made are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in
reliance on Rule 144A. In addition, the Buyer will only purchase
for the Buyer's own account.
6. The undersigned will notify each of the parties
to which this certification is made of any changes in the
information and conclusions herein. Until such notice, the
Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage;
Limited Guaranty. (a) Subject to subsection (c) below, prior to
the later of the third Business Day prior to each Distribution
Date or the related Determination Date, the Master Servicer shall
determine whether it or any Subservicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which
will not be Advances or Subservicer Advances that were made with
respect to delinquencies which were subsequently determined to be
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses) and, if so, the Master
Servicer shall demand payment from Residential Funding of an
amount equal to the amount of any Advances or Subservicer
Advances
reimbursed pursuant to Section 4.02(a), to the extent such
Advances or Subservicer Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in
the
same manner as if such amount were to be distributed pursuant to
Section 4.02(a).
(b) Subject to subsection (c) below, prior to the
later of the third Business Day prior to each Distribution Date
or
the related Determination Date, the Master Servicer shall
determine whether any Realized Losses (other than Excess Special
Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to Section 4.05,
and, if so, the Master Servicer shall demand payment from
Residential Funding of the amount of such Realized Loss and shall
distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to
Section 4.02(a); provided, however, that the amount of such
demand
in respect of any Distribution Date shall in no event be greater
than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized
Loss or Losses not occurred plus (ii) the amount of the reduction
in the Certificate Principal Balances of the Class B Certificates
on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be
deemed
to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses and Extraordinary Losses allocated to
the
Class B Certificates will not be covered by the Subordinate
Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section
shall be made prior to the later of the third Business Day prior
to each Distribution Date or the related Determination Date by
the
Master Servicer with written notice thereof to the Trustee. The
maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X)
minus the sum of (i) all previous payments made under subsections
(a) and (b) hereof and (ii) all draws under the Limited Guaranty
made in lieu of such payments as described below in subsection
(d)
and (Y) the then outstanding Certificate Principal Balances of
the
Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as
described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors
Acceptance Corporation of any failure of Residential Funding to
make any payments hereunder and shall demand payment pursuant to
the limited guaranty (the "Limited Guaranty"), executed by
General
Motors Acceptance Corporation, of Residential Funding's
obligation
to make payments pursuant to this Section, in an amount equal to
the lesser of (i) the Amount Available and (ii) such required
payments, by delivering to General Motors Acceptance Corporation
a
written demand for payment by wire transfer, not later than the
second Business Day prior to the Distribution Date for such
month,
with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant
to this Section or amounts paid under the Limited Guaranty shall
be deposited directly in the Certificate Account, for
distribution
on the Distribution Date for such month to the Class B
Certificateholders.
(f) The Company shall have the option, in its sole
discretion, to substitute for either or both of the Limited
Guaranty or the Subordinate Certificate Loss Obligation another
instrument in the form of a corporate guaranty, an irrevocable
letter of credit, a surety bond, insurance policy or similar
instrument or a reserve fund; provided that (i) the Company
obtains an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860(F)(a)(1) of the Code
or on "contributions after the startup date" under Section
860(G)(d)(1) of the Code or (b) either REMIC I or REMIC II to
fail
to qualify as a REMIC at any time that any Certificate is
outstanding, and (ii) no such substitution shall be made unless
(A) the substitute Limited Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then
current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that no
portion
of the fees, reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited
Guaranty
or Subordinate Certificate Loss Obligation (if not supported by
the Limited Guaranty) shall be rated at least the lesser of (a)
the rating of the long term debt obligations of General Motors
Acceptance Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation
from
each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and
(b)
the original rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the
substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a
legal, valid and binding obligation of the substitute guarantor
or
obligor, enforceable in accordance with its terms, and concerning
such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor
the Trustee shall be obligated to substitute for or replace the
Limited Guaranty or Subordinate Certificate Loss Obligation under
any circumstance.
Section 12.02. Amendments Relating to the Limited
Guaranty. Notwithstanding Sections 11.01 or 12.01: (i) the
provisions of this Article XII may be amended, superseded or
deleted, (ii) the Limited Guaranty or Subordinate Certificate
Loss
Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental
to the matters described in this Article XII may be amended in
any
manner; in each case by written instrument executed or consented
to by the Company and Residential Funding but without the consent
of any Certificateholder and without the consent of the Master
Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as
applicable; provided that the Company shall also obtain a letter
from each nationally recognized credit rating agency that rated
the Class B Certificates at the request of the Company to the
effect that such amendment, reduction, deletion or cancellation
will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original rating
assigned to the Class B Certificates by such rating agency,
unless
(A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in
accordance with Section 11.01(e) and, provided further that the
Company obtains, in the case of a material amendment or
supersession (but not a reduction, cancellation or deletion of
the
Limited Guaranty or the Subordinate Certificate Loss Obligation),
an Opinion of Counsel (which need not be an opinion of
Independent
counsel) to the effect that any such amendment or supersession
will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code
or on "contributions after the startup date" under Section
860G(d)(1) of the Code or (b) either REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is
outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of
Counsel that such amendment complies with this Section 12.02.
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S1
, 199__
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
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 January 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-S1 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing
Agreement, Residential Funding agrees to make payments to the
Holders of the Class B Certificates with respect to certain
losses
on the Mortgage Loans as described in the Servicing Agreement;
and
WHEREAS, GMAC desires to provide certain assurances
with respect to the ability of Residential Funding to secure
sufficient funds and faithfully to perform its Subordinate
Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the
receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to
contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding,
or to cause to be made available to Residential Funding), either
directly or through a subsidiary, in any case prior to the
related
Distribution Date, such moneys as may be required by Residential
Funding to perform its Subordinate Certificate Loss Obligation
when and as the same arises from time to time upon the demand of
the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause
(a) shall be absolute, irrevocable and unconditional and shall
not
be affected by the transfer by GMAC or any other person of all or
any part of its or their interest in Residential Funding, by any
insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right
of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or
circumstance. Notwithstanding the foregoing, GMAC's obligations
under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section
12.01(f) of the Servicing Agreement, or (y) the termination of
the
Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay
on the part of Residential Funding, the Trustee or any other
person in asserting or enforcing any rights or in making any
claims or demands hereunder. Any defective or partial exercise
of
any such rights shall not preclude any other or further exercise
of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and
any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on
the
part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This
Limited Guaranty may be modified, amended or terminated only by
the written agreement of GMAC and the Trustee and only if such
modification, amendment or termination is permitted under Section
12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long
as the Servicing Agreement is not modified or amended in any way
that might affect the obligations of GMAC under this Limited
Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly
provided herein, the guarantee herein set forth shall be binding
upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be
governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands
that a copy of this Limited Guaranty shall be delivered to the
Trustee in connection with the execution of Amendment No. 1 to
the
Servicing Agreement and GMAC hereby authorizes the Company and
the
Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning given them in the
Servicing Agreement.
8. Counterparts. This Limited Guaranty may be
executed in any number of counterparts, each of which shall be
deemed to be an original and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited
Guaranty to be executed and delivered by its respective officers
thereunto duly authorized as of the day and year first above
written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________,
19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Funding Corporation Series 1996-S1
Re: Mortgage Pass-Through Certificates, Series
1996-S1 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 January 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.
Very truly yours,
(Lender)
By:
Name:
Title:
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1460392 202,837.50 6.790 6.3448275862% 12,869.69
1454865 247,222.17 6.845 5.5862068966% 13,810.34
1461623 213,815.87 6.920 4.5517241379% 9,732.31
1465069 299,765.97 6.920 4.5517241379% 13,644.52
1460439 224,825.87 6.960 4.0000000000% 8,993.03
1460351 354,644.15 6.970 3.8620689655% 13,696.60
1461276 349,726.96 6.970 3.8620689655% 13,506.70
1459275 324,253.53 7.045 2.8275862069% 9,168.55
1459589 419,358.86 7.045 2.8275862069% 11,857.73
1461491 252,307.86 7.045 2.8275862069% 7,134.22
1464774 249,804.98 7.045 2.8275862069% 7,063.45
1460433 279,788.00 7.070 2.4827586207% 6,946.46
1453669 291,946.94 7.095 2.1379310345% 6,241.62
1456321 80,938.36 7.095 2.1379310345% 1,730.41
1459578 345,331.43 7.135 1.5862068966% 5,477.67
1456849 234,650.09 7.170 1.1034482759% 2,589.24
1459506 319,762.51 7.170 1.1034482759% 3,528.41
1459528 312,334.25 7.170 1.1034482759% 3,446.45
1459580 499,255.52 7.170 1.1034482759% 5,509.03
1460440 321,361.32 7.170 1.1034482759% 3,546.06
1461622 236,109.48 7.170 1.1034482759% 2,605.35
1461643 299,777.36 7.170 1.1034482759% 3,307.89
1444209 299,553.31 7.220 0.4137931034% 1,239.53
1459656 419,374.63 7.220 0.4137931034% 1,735.34
1461263 218,074.83 7.220 0.4137931034% 902.38
1461264 227,660.52 7.220 0.4137931034% 942.04
1461280 219,836.73 7.220 0.4137931034% 909.67
1461284 349,740.24 7.220 0.4137931034% 1,447.20
1461412 108,669.29 7.220 0.4137931034% 449.67
1463158 238,223.07 7.220 0.4137931034% 985.75
1463804 81,139.74 7.220 0.4137931034% 335.75
1464543 712,500.00 7.220 0.4137931034% 2,948.28
$9,234,591.34 1.9307983733% $178,301.34
EXHIBIT Q
TARGETED PRINCIPAL BALANCES
For information on the Targeted Pricipal Balances, see
Prospectus Supplement dated January 23, 1996 to the Prospectus
dated January 23, 1996 for Residential Funding Mortgage
Securities I, Inc., Mortgage Pass-Through Certificates Series
1996-S1. See pages S-36 through S-39.
