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) March 28, 1996
Residential Funding Mortgage Securities I, Inc. (as company under
a Pooling and Servicing Agreement dated as of March 1, 1996
providing for, inter alia, the issuance of Mortgage Pass-Through
Certificates, Series 1996-S8)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 33-54227 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
Items 1 through 6 and Item 8 are not included because they are not
applicable.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies) - The following
execution copies of Exhibits to the Form S-3 Registration
Statement of the Registrant are hereby filed:
Sequentially
Exhibit Numbered Number Exhibit Page
7(c) Pooling and Servicing Agreement, dated 004
as of March 1, 1996 among Residential
Funding Mortgage Securities I, Inc.,
as company, Residential Funding Corporation,
as master servicer, and The First National Bank
of Chicago, as trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING
MORTGAGE
SECURITIES I, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: March 28, 1996
Exhibit 7(c)
Pooling and Servicing Agreement
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 1996
Mortgage Pass-Through Certificates
Series 1996-S8
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01. Definitions . . . . . . . . . . . . . . . . 3
Accrued Certificate Interest. . . . . . . . . . 3
Adjusted Mortgage Rate. . . . . . . . . . . . . 4
. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Advance . . . . . . . . . . . . . . . . . . . . 4
Affiliate . . . . . . . . . . . . . . . . . . . 4
Agreement . . . . . . . . . . . . . . . . . . . 4
Amount Held for Future Distribution . . . . . . 4
Appraised Value . . . . . . . . . . . . . . . . 4
Assignment. . . . . . . . . . . . . . . . . . . 4
Assignment Agreement. . . . . . . . . . . . . . 5
Assignment of Proprietary Lease . . . . . . . . 5
Available Distribution Amount . . . . . . . . . 5
Bankruptcy Amount . . . . . . . . . . . . . . . 5
Bankruptcy Code . . . . . . . . . . . . . . . . 6
Bankruptcy Loss . . . . . . . . . . . . . . . . 6
Book-Entry Certificate. . . . . . . . . . . . . 6
Business Day. . . . . . . . . . . . . . . . . . 6
Buydown Funds . . . . . . . . . . . . . . . . . 7
Buydown Mortgage Loan . . . . . . . . . . . . . 7
Cash Liquidation. . . . . . . . . . . . . . . . 7
Certificate . . . . . . . . . . . . . . . . . . 7
Certificate Account . . . . . . . . . . . . . . 7
Certificate Account Deposit Date. . . . . . . . 7
Certificateholder or Holder . . . . . . . . . . . . . 7
Certificate Owner . . . . . . . . . . . . . . . 8
Certificate Principal Balance . . . . . . . . . . . . 8
Certificate Register and Certificate
Registrar . . . . . . . . . . . . . . . . . . . 9
Class . . . . . . . . . . . . . . . . . . . . . 9
Class A Certificate . . . . . . . . . . . . . . 9
Class A-5 Collection Shortfall. . . . . . . . . 9
Class A-5 Principal Distribution Amount . . . . 9
Class B Certificate . . . . . . . . . . . . . . 9
Class B Percentage. . . . . . . . . . . . . . . 9
Class B-1 Percentage. . . . . . . . . . . . . . 9
Class B-1 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 10
Class B-2 Percentage. . . . . . . . . . . . . . 10
Class B-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 10
Class B-3 Percentage. . . . . . . . . . . . . . 10
Class B-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 10
Class M Certificate . . . . . . . . . . . . . . 10
Class M Percentage. . . . . . . . . . . . . . . 11
Class M-1 Percentage. . . . . . . . . . . . . . 11
Class M-2 Percentage. . . . . . . . . . . . . . 11
Class M-2 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 11
Class M-3 Percentage. . . . . . . . . . . . . . 11
Class M-3 Prepayment Distribution
Trigger . . . . . . . . . . . . . . . . . . . . 11
Class R Certificate . . . . . . . . . . . . . . 11
Closing Date. . . . . . . . . . . . . . . . . . 11
Code. . . . . . . . . . . . . . . . . . . . . . 12
Compensating Interest . . . . . . . . . . . . . 12
Cooperative . . . . . . . . . . . . . . . . . . 12
Cooperative Apartment . . . . . . . . . . . . . 12
Cooperative Lease . . . . . . . . . . . . . . . 12
Cooperative Loans . . . . . . . . . . . . . . . 12
Cooperative Stock . . . . . . . . . . . . . . . 12
Cooperative Stock Certificate . . . . . . . . . 13
Corporate Trust Office. . . . . . . . . . . . . 13
Credit Support Depletion Date . . . . . . . . . 13
Curtailment . . . . . . . . . . . . . . . . . . 13
Custodial Account . . . . . . . . . . . . . . . 13
Custodial Agreement . . . . . . . . . . . . . . 13
Custodian . . . . . . . . . . . . . . . . . . . 13
Cut-off Date. . . . . . . . . . . . . . . . . . 13
Cut-off Date Principal Balance. . . . . . . . . 13
Debt Service Reduction. . . . . . . . . . . . . 13
Deficient Valuation . . . . . . . . . . . . . . 13
Definitive Certificate. . . . . . . . . . . . . 14
Deleted Mortgage Loan . . . . . . . . . . . . . 14
Depository. . . . . . . . . . . . . . . . . . . 14
Depository Participant. . . . . . . . . . . . . 14
Destroyed Mortgage Note . . . . . . . . . . . . 14
Determination Date. . . . . . . . . . . . . . . 14
Discount Fraction . . . . . . . . . . . . . . . 14
Discount Mortgage Loan. . . . . . . . . . . . . 14
Disqualified Organization . . . . . . . . . . . 14
Distribution Date . . . . . . . . . . . . . . . 15
Due Date. . . . . . . . . . . . . . . . . . . . 15
Due Period. . . . . . . . . . . . . . . . . . . 15
Eligible Account. . . . . . . . . . . . . . . . 15
Eligible Funds. . . . . . . . . . . . . . . . . 16
Event of Default. . . . . . . . . . . . . . . . 16
Excess Bankruptcy Loss. . . . . . . . . . . . . 16
Excess Fraud Loss . . . . . . . . . . . . . . . 16
Excess Special Hazard Loss. . . . . . . . . . . 16
Excess Spread . . . . . . . . . . . . . . . . . 16
Excess Subordinate Principal Amount . . . . . . 16
Extraordinary Events. . . . . . . . . . . . . . 17
Extraordinary Losses. . . . . . . . . . . . . . 17
FDIC. . . . . . . . . . . . . . . . . . . . . . 18
FHLMC . . . . . . . . . . . . . . . . . . . . . 18
Final Distribution Date . . . . . . . . . . . . 18
Fitch . . . . . . . . . . . . . . . . . . . . . 18
FNMA. . . . . . . . . . . . . . . . . . . . . . 18
Foreclosure Profits . . . . . . . . . . . . . . 18
Fraud Loss Amount . . . . . . . . . . . . . . . 18
Fraud Losses. . . . . . . . . . . . . . . . . . 19
Independent . . . . . . . . . . . . . . . . . . 19
Initial Certificate Principal Balance . . . . . 19
Initial Monthly Payment Fund. . . . . . . . . . 19
Insurance Proceeds. . . . . . . . . . . . . . . 19
Insurer . . . . . . . . . . . . . . . . . . . . 19
Late Collections. . . . . . . . . . . . . . . . 19
Liquidation Proceeds. . . . . . . . . . . . . . 20
Loan-to-Value Ratio . . . . . . . . . . . . . . 20
Maturity Date . . . . . . . . . . . . . . . . . 20
Monthly Payment . . . . . . . . . . . . . . . . 20
Moody's . . . . . . . . . . . . . . . . . . . . 20
Mortgage. . . . . . . . . . . . . . . . . . . . 20
Mortgage File . . . . . . . . . . . . . . . . . 20
Mortgage Loan Schedule. . . . . . . . . . . . . 20
Mortgage Loans. . . . . . . . . . . . . . . . . 21
Mortgage Note . . . . . . . . . . . . . . . . . 21
Mortgage Rate . . . . . . . . . . . . . . . . . 22
Mortgaged Property. . . . . . . . . . . . . . . 22
Mortgagor . . . . . . . . . . . . . . . . . . . 22
Net Mortgage Rate . . . . . . . . . . . . . . . 22
Non-Discount Mortgage Loan. . . . . . . . . . . 22
Non-Primary Residence Loans . . . . . . . . . . 22
Non-United States Person. . . . . . . . . . . . 22
Nonrecoverable Advance. . . . . . . . . . . . . 22
Nonsubserviced Mortgage Loan. . . . . . . . . . 22
Officers' Certificate . . . . . . . . . . . . . 22
Opinion of Counsel. . . . . . . . . . . . . . . 22
. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Outstanding Mortgage Loan . . . . . . . . . . . 23
Owner or Holder . . . . . . . . . . . . . . . . 23
Ownership Interest. . . . . . . . . . . . . . . 23
Pass-Through Rate . . . . . . . . . . . . . . . 23
Paying Agent. . . . . . . . . . . . . . . . . . 23
Percentage Interest . . . . . . . . . . . . . . 23
Permitted Investments . . . . . . . . . . . . . 24
Permitted Transferee. . . . . . . . . . . . . . 25
Person. . . . . . . . . . . . . . . . . . . . . 25
Pool Stated Principal Balance . . . . . . . . . 25
Prepayment Assumption . . . . . . . . . . . . . 25
Prepayment Distribution Percentage. . . . . . . 25
Prepayment Distribution Trigger . . . . . . . . 27
Prepayment Interest Shortfall . . . . . . . . . 27
Prepayment Period . . . . . . . . . . . . . . . 27
Primary Insurance Policy. . . . . . . . . . . . 28
Principal Prepayment. . . . . . . . . . . . . . 28
Principal Prepayment in Full. . . . . . . . . . 28
Program Guide . . . . . . . . . . . . . . . . . 28
Purchase Price. . . . . . . . . . . . . . . . . 28
Qualified Substitute Mortgage Loan. . . . . . . 28
Rating Agency . . . . . . . . . . . . . . . . . 29
Realized Loss . . . . . . . . . . . . . . . . . 29
Record Date . . . . . . . . . . . . . . . . . . 30
Regular Certificate . . . . . . . . . . . . . . 30
REMIC . . . . . . . . . . . . . . . . . . . . . 30
REMIC Administrator . . . . . . . . . . . . . . 30
REMIC Provisions. . . . . . . . . . . . . . . . 30
REO Acquisition . . . . . . . . . . . . . . . . 30
REO Disposition . . . . . . . . . . . . . . . . 30
REO Imputed Interest. . . . . . . . . . . . . . 30
REO Proceeds. . . . . . . . . . . . . . . . . . 30
REO Property. . . . . . . . . . . . . . . . . . 31
Request for Release . . . . . . . . . . . . . . 31
Required Insurance Policy . . . . . . . . . . . 31
Residential Funding . . . . . . . . . . . . . . 31
Responsible Officer . . . . . . . . . . . . . . 31
Schedule of Discount Fractions. . . . . . . . . 31
Security Agreement. . . . . . . . . . . . . . . 31
Seller. . . . . . . . . . . . . . . . . . . . . 31
Seller's Agreement. . . . . . . . . . . . . . . 31
Senior Accelerated Distribution
Percentage. . . . . . . . . . . . . . . . . . . 31
. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Senior Principal Distribution Amount. . . . . . 33
. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Servicing Accounts. . . . . . . . . . . . . . . 33
Servicing Advances. . . . . . . . . . . . . . . 33
Servicing Fee . . . . . . . . . . . . . . . . . 33
Servicing Officer . . . . . . . . . . . . . . . 34
Special Hazard Amount . . . . . . . . . . . . . 34
Special Hazard Loss . . . . . . . . . . . . . . 35
Spread Rate . . . . . . . . . . . . . . . . . . 35
Standard & Poor's . . . . . . . . . . . . . . . 35
Stated Principal Balance. . . . . . . . . . . . 35
Subordinate Percentage. . . . . . . . . . . . . 35
Subordinate Principal Distribution
Amount. . . . . . . . . . . . . . . . . . . . . 35
Subserviced Mortgage Loan . . . . . . . . . . . 36
Subservicer . . . . . . . . . . . . . . . . . . 36
Subservicer Advance . . . . . . . . . . . . . . 36
Subservicing Account. . . . . . . . . . . . . . 36
Subservicing Agreement. . . . . . . . . . . . . 36
Subservicing Fee. . . . . . . . . . . . . . . . 36
. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Tax Returns . . . . . . . . . . . . . . . . . . 37
Transfer. . . . . . . . . . . . . . . . . . . . 37
Transferee. . . . . . . . . . . . . . . . . . . 37
Transferor. . . . . . . . . . . . . . . . . . . 37
Trust Fund. . . . . . . . . . . . . . . . . . . 37
Uniform Single Attestation Program for Mortgage
Bankers:. . . . . . . . . . . . . . . . . . . . 37
Uninsured Cause . . . . . . . . . . . . . . . . 37
United States Person. . . . . . . . . . . . . . 38
Voting Rights . . . . . . . . . . . . . . . . . 38
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans. . . . . . . . 39
Section 2.02. Acceptance by Trustee . . . . . . . . . . . 44
Section 2.03. Representations, Warranties and
Covenants of the Master Servicer and
the Company . . . . . . . . . . . . . . . . 46
Section 2.04. Representations and Warranties
of Sellers. . . . . . . . . . . . . . . . . . . . . . 50
Section 2.05. Execution and Authentication of
Certificates. . . . . . . . . . . . . . . . 53
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer. . . . . 54
Section 3.02. Subservicing Agreements Between
Master Servicer and Subservicers;
Enforcement of Subservicers' and
Sellers' Obligations. . . . . . . . . . . . 55
Section 3.03. Successor Subservicers. . . . . . . . . . . 56
Section 3.04. Liability of the Master Servicer. . . . . . 57
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or
Certificateholders or the Owner of
the Excess Spread. . . . . . . . . 57
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee. . . . . 58
Section 3.07. Collection of Certain Mortgage Loan
Payments; Deposits to
Custodial Account. . . . . . 58
Section 3.08. Subservicing Accounts;
Servicing Accounts. . . . . . . . . . . . . . . . . . 61
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans . . . . . . . . . . . . . . . . . . . 63
Section 3.10. Permitted Withdrawals from the
Custodial Account . . . . . . . . . . . . . 63
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder. . . . . . 65
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage. . . . . . 66
Section 3.13. Enforcement of Due-on-Sale Clauses;
Assumption and Modification
Agreements; Certain Assignments . . . . . . 68
Section 3.14. Realization Upon Defaulted
Mortgage Loans. . . . . . . . . . . . . . . . . . . . 70
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files . . . . . . . . . 73
Section 3.16. Servicing and Other Compensation;
Compensating Interest . . . . . . . . . . . 74
Section 3.17. Reports to the Trustee
and the Company . . . . . . . . . . . . . . . . . . . 76
Section 3.18. Annual Statement as to Compliance . . . . . 76
Section 3.19. Annual Independent Public
Accountants' Servicing Report.. . . . . . . 77
Section 3.20. Rights of the Company in Respect
of the Master Servicer. . . . . . . 77
Section 3.21. Administration of Buydown Funds . . . . . . 78
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account . . . . . . . . . . . . 79
Section 4.02. Distributions . . . . . . . . . . . . . . . 79
Section 4.03. Statements to Certificateholders and
the Owner of the Excess Spread. . . . . . . 91
Section 4.04. Distribution of Reports to the
Trustee and the Company; Advances
by the Master Servicer. . . . . . . . . . . 93
Section 4.05. Allocation of Realized Losses . . . . . . . 95
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property.
. . . . . . . . . . . . . . . 96
Section 4.07. Optional Purchase of Defaulted
Mortgage Loans.
. . . . . . . . . . . . . . . . . 97
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates. . . . . . . . . . . . . . 98
Section 5.02. Registration of Transfer and
Exchange of Certificates and
Restrictions on Transfer of Excess
Spread.
. . . . . . . . . . . . . . . . . . . . . .100
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates. . . . . . . . . . . . . . . .106
Section 5.04. Persons Deemed Owners . . . . . . . . . . .106
Section 5.05. Appointment of Paying Agent . . . . . . . .106
Section 5.06. Optional Purchase of Certificates . . . . .107
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the
Company and the Master Servicer . . . . . .109
Section 6.02. Merger or Consolidation of the
Company or the Master Servicer;
Assignment of Rights and Delegation
of Duties by Master Servicer. . . . . . . .109
Section 6.03. Limitation on Liability of the
Company, the Master Servicer and
Others. . . . . . . . . . . . . . .110
Section 6.04. Company and Master
Servicer Not to Resign. . . . . . . . . . .111
ARTICLE VII
DEFAULT
Section 7.01. Events of Default . . . . . . . . . . . . .112
Section 7.02. Trustee or Company to Act;
Appointment of Successor. . . . . . . . . .114
Section 7.03. Notification to Certificateholders. . . . .115
Section 7.04. Waiver of Events of Default . . . . . . . .115
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee . . . . . . . . . . . . .117
Section 8.02. Certain Matters Affecting the
Trustee . . . . . . . . . . . . . . . . . .119
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loans . . . . . . . . . . . . .121
Section 8.04. Trustee May Own Certificates. . . . . . . .121
Section 8.05. Master Servicer to Pay Trustee's
Fees and Expenses; Indemnification.
. . . . . . . . . . . . . . . . . . .121
Section 8.06. Eligibility Requirements for
Trustee . . . . . . . . . . . . . . . . . .122
Section 8.07. Resignation and Removal of the
Trustee . . . . . . . . . . . . . . . . . .123
Section 8.08. Successor Trustee . . . . . . . . . . . . .124
Section 8.09. Merger or Consolidation of Trustee. . . . .124
Section 8.10. Appointment of Co-Trustee or
Separate Trustee. . . . . . . . . . . . . .125
Section 8.11. Appointment of Custodians . . . . . . . . .126
Section 8.12. Appointment of Office or Agency . . . . . .126
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the
Master Servicer or the Company or
Liquidation of All Mortgage Loans . . . . .127
Section 9.02. Additional Termination Requirements . . . .130
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration. . . . . . . . . . . .131
Section 10.02. Master Servicer and Trustee
Indemnification . . . . . . . . . . . . . . . . . . .135
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment . . . . . . . . . . . . . . . . .136
Section 11.02. Recordation of Agreement;
Counterparts. . . . . . . . . . . . . . . .139
Section 11.03. Limitation on Rights
of Certificateholders . . . . . . . . . . .139
Section 11.04. Governing Law . . . . . . . . . . . . . . .140
Section 11.05. Notices . . . . . . . . . . . . . . . . . .140
Section 11.06. Notices to Rating Agency. . . . . . . . . .141
Section 11.07. Severability of Provisions. . . . . . . . .142
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
This is a Pooling and Servicing Agreement, effective as of
March 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 THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee (together with its permitted successors and
assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through
certificates (collectively, the "Certificates"), to be issued
hereunder in multiple classes, which in the aggregate will
evidence the entire beneficial ownership interest in the Mortgage
Loans (as defined herein). As provided herein, the Master
Servicer will make an election to treat the entire segregated
pool
of assets described in the definition of Trust Fund herein and
subject to this Agreement (including the Mortgage Loans but
excluding the Initial Monthly Payment Fund), as a real estate
mortgage investment conduit (a "REMIC") for federal income tax
purposes and such segregated pool of assets will be designated as
a "REMIC." The Class A-1, Class A-2, Class A-3, Class A-4,
Class
A-5, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates and the rights in and to the Excess Spread
(as defined herein) will be "regular interests" in the REMIC and
the Class R Certificates will be the sole class of "residual
interests" therein for purposes of the REMIC Provisions (as
defined herein) under federal income tax law.
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 Features
Class A-1 Senior 6.75% $60,000,000.00 Senior
Class A-2 Senior 6.75% 39,034,000.00 Accelerated\Senior
Class A-3 Senior 6.75% 6,047,000.00 Accelerated\Senior
Class A-4 Senior 6.75% 5,000,000.00 Prepayment Lockout\
Senior
Class A-5 Senior 0.00% 229,143.00 Principal Only\
Senior
Class R Senior 6.75% 100.00 Residual
Class M-1 Mezzanine 6.75% 1,425,200.00 Mezzanine
Class M-2 Mezzanine 6.75% 570,100.00 Mezzanine
Class M-3 Mezzanine 6.75% 570,100.00 Mezzanine
Class B-1 Subordinate 6.75% 570,100.00 Subordinate
Class B-2 Subordinate 6.75% 285,000.00 Subordinate
Class B-3 Subordinate 6.75% 285,969.55 Subordinate
Maturity Initial Ratings
Designation Date S&P Fitch
Class A-1 March 25,2011 AAA AAA
Class A-2 March 25,2011 AAA AAA
Class A-3 March 25,2011 AAA AAA
Class A-4 March 25,2011 AAA AAA
Class A-5 March 25,2011 AAAr AAA
Class R March 25,2011 AAA AAA
Class M-1 March 25,2011 AA N\A
Class M-2 March 25,2011 A N\A
Class M-3 March 25,2011 BBB N\A
Class B-1 March 25,2011 BB N\A
Class B-2 March 25,2011 B N\A
Class B-3 March 25,2011 N\A N\A
The Mortgage Loans have an aggregate Cut-off Date Principal
Balance equal to $114,016,713.34. The Mortgage Loans are fixed
rate mortgage loans having terms to maturity at origination or
modification of not more than 15 years.
In consideration of the mutual agreements herein contained,
the Company, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.
Accrued Certificate Interest: With respect to each
Distribution Date, as to any Class A Certificate (other than the
Class A-5 Certificates), any Class M Certificate, any Class B
Certificate or any Class R Certificate, one month's interest
accrued at the related Pass-Through Rate on the Certificate
Principal Balance thereof immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. In
each case Accrued Certificate Interest on any Class of
Certificates will be reduced by the amount of (i) Prepayment
Interest Shortfalls (to the extent not offset by the Master
Servicer with a payment of Compensating Interest as provided in
Section 4.01), (ii) the interest portion (adjusted to the Net
Mortgage Rate) of Realized Losses (including Excess Special
Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more
specific
Classes of Certificates pursuant to Section 4.05, (iii) the
interest portion of Advances previously made with respect to a
Mortgage Loan or REO Property which remained unreimbursed
following the Cash Liquidation or REO Disposition of such
Mortgage
Loan or REO Property that were made with respect to delinquencies
that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses and (iv) any other interest shortfalls not
covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not
collectible from the Mortgagor pursuant to the Soldiers' and
Sailors' Civil Relief Act of 1940, as amended, or similar
legislation or regulations as in effect from time to time, with
all such reductions allocated among all of the Certificates and
to
the Excess Spread in proportion to their respective amounts of
Accrued Certificate Interest and the amount of Excess Spread
payable on such Distribution Date which would have resulted
absent
such reductions. In addition to that portion of the reductions
described in the preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M
Certificates, Accrued Certificate Interest on such Class of Class
B Certificates or such Class of Class M Certificates will be
reduced by the interest portion (adjusted to the Net Mortgage
Rate) of Realized Losses that are allocated solely to such Class
of Class B Certificates or such Class of Class M Certificates
pursuant to Section 4.05.
Adjusted Mortgage Rate: With respect to any Mortgage Loan
and any date of determination, the Mortgage Rate borne by the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person
controlling, controlled by or under common control with such
first
Person. For the purposes of this definition, "control" means the
power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution
Date, the total of the amounts held in the Custodial Account at
the close of business on the preceding Determination Date on
account of (i) Liquidation Proceeds, Insurance Proceeds,
Principal
Prepayments, Mortgage Loan purchases made pursuant to Section
2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant
to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds,
Insurance
Proceeds and purchases of Mortgage Loans that the Master Servicer
has deemed to have been received in the preceding month in
accordance with Section 3.07(b)) and (ii) payments which
represent
early receipt of scheduled payments of principal and interest due
on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser
of (i) the appraised value of such Mortgaged Property based upon
the appraisal made at the time of the origination of the related
Mortgage Loan, and (ii) the sales price of the Mortgaged Property
at such time of origination, except in the case of a Mortgaged
Property securing a refinanced or modified Mortgage Loan as to
which it is either the appraised value determined above or the
appraised value determined in an appraisal at the time of
refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages
secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment Agreement: The Assignment and Assumption
Agreement, dated as of March 28, 1996, between Residential
Funding
and the Company relating to the transfer and assignment of the
Mortgage Loans.
Assignment of Proprietary Lease: With respect to a
Cooperative Loan, the assignment of the related Cooperative Lease
from the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date,
an amount equal to (a) the sum of (i) the amount relating to the
Mortgage Loans on deposit in the Custodial Account as of the
close
of business on the immediately preceding Determination Date and
amounts deposited in the Custodial Account in connection with the
substitution of Qualified Substitute Mortgage Loans, (ii) the
amount of any Advance made on the immediately preceding
Certificate Account Deposit Date, (iii) any amount deposited in
the Custodial Account pursuant to Section 3.12(a) and (iv) any
amount deposited in the Certificate Account pursuant to Section
4.07, reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of (w) aggregate
Foreclosure Profits, (x) the Amount Held for Future Distribution,
and (y) amounts permitted to be withdrawn by the Master Servicer
from the Custodial Account in respect of the Mortgage Loans
pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination, an
amount equal to the excess, if any, of (A) $100,000 over (B) the
aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section
4.05.
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 "The First National Bank of Chicago, 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-S8" and which must be an
Eligible Account.
Certificate Account Deposit Date: As to any Distribution
Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a
Certificate is registered in the Certificate Register, except
that
neither a Disqualified Organization nor a Non-United States
Person
shall be a holder of a Class R Certificate for purposes hereof
and, solely for the purpose of giving any consent or direction
pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof shall be
deemed not to be outstanding and the Percentage Interest or
Voting
Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests
or Voting Rights necessary to effect any such consent or
direction
has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate
Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise
specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the
Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such
Certificate, as reflected on the books of an indirect
participating brokerage firm for which a Depository Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the
Depository.
Certificate Principal Balance: With respect to each Class A
Certificate and Class R Certificate, on any date of
determination,
an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously
distributed
with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance or amount
thereof pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class M
Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with
respect to such Certificate (or any predecessor Certificate) and
applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate
Principal Balances of the Class B Certificates have been reduced
to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the
highest numerical designation at any given time shall thereafter
be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate
Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal 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 or Class A-5 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, each such
Certificate evidencing an interest designated as a "regular
interest" in the REMIC for purposes of the REMIC Provisions.
Class A-5 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-5 Principal Distribution Amount: As defined in
Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates,
Class B-2 Certificates or Class B-3 Certificates executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C and
evidencing an interest designated as a "regular interest" in the
REMIC for purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2
Percentage and Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
B-1 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-1 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-1 Certificates,
Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is
greater
than or equal to 1.00%.
Class B-2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
B-2 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class B-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-2 Certificates and
Class B-3 Certificates immediately prior to such Distribution
Date
divided by the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) immediately prior to
such Distribution Date is greater than or equal to 0.50%.
Class B-3 Percentage: With respect to any Distribution
Date, a fraction expressed as a percentage, the numerator of
which
is the aggregate Certificate Principal Balance of the Class B-3
Certificates immediately prior to such date and the denominator
of
which is the aggregate Stated Principal Balance of all the
Mortgage Loans (or related REO Properties) (other than the
related
Discount Fraction of each Discount Mortgage Loan) immediately
prior to such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class B-3 Certificates
immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such
Distribution
Date is greater than or equal to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates,
Class M-2 Certificates or Class M-3 Certificates executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B and
evidencing an interest designated as a "regular interest" in the
REMIC for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2
Percentage and Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Percentage: With respect to any Distribution
Date, a fraction, expressed as a percentage, the numerator of
which is the aggregate Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans (or related REO Properties) (other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Class M-2 Prepayment Distribution Trigger: With respect to
any Distribution Date, a test that shall be satisfied if the
fraction (expressed as a percentage) equal to the sum of the
Certificate Principal Balances of the Class M-2 Certificates,
Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or
equal to 2.00%.
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 1.50%.
Class R Certificate: Any one of the Class R Certificates.
Closing Date: March 28, 1996.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution
Date, an amount equal to Prepayment Interest Shortfalls resulting
from Principal Prepayments in Full during the related Prepayment
Period, but not more than the lesser of (a) one-twelfth of 0.125%
of the Stated Principal Balance of the Mortgage Loans immediately
preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account
and the Certificate Account and payable to the Certificateholders
with respect to such Distribution Date and servicing compensation
to which the Master Servicer may be entitled pursuant to Section
3.10(a)(v) and (vi); provided that for purposes of this
definition
the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last
sentence of such Section.
Cooperative: A private, cooperative housing corporation
organized under the laws of, and headquartered in, the State of
New York which owns or leases land and all or part of a building
or buildings located in the State of New York, including
apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other
things, the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling
building owned or leased by a Cooperative, which unit the
Mortgagor has an exclusive right to occupy pursuant to the terms
of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary lease or occupancy agreement with respect to the
Cooperative Apartment occupied by the Mortgagor and relating to
the related Cooperative Stock, which lease or agreement confers
an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative Loans: Any of the Mortgage Loans made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note
and secured by (i) a Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an assignment of the
Cooperative Lease, (iv) financing statements and (v) a stock
power
(or other similar instrument), and ancillary thereto, a
recognition agreement between the Cooperative and the originator
of the Cooperative Loan, each of which was transferred and
assigned to the Trustee pursuant to Section 2.01 and are from
time
to time held as part of the Trust Fund.
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
One North State Street, 9th Floor, Chicago, Illinois 60602,
Attention: Residential Funding Corporation Series 1996-S8.
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: March 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 6.75% minus the Net Mortgage Rate (or the initial Net
Mortgage Rate with respect to any Discount Mortgage Loans as to
which the Mortgage Rate is modified pursuant to 3.07(a)) for such
Mortgage Loan and the denominator of which is 6.75%. The
Discount
Fraction with respect to each Discount Mortgage Loan is set forth
on Exhibit P attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net
Mortgage Rate (or the initial Net Mortgage Rate) of less than
6.75% per annum and any Mortgage Loan deemed to be a Discount
Mortgage Loan pursuant to the definition of Qualified Substitute
Mortgage Loan.
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code,
which includes any of the following: (i) the United States, any
State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation
if
all of its activities are subject to tax and, except for the
FHLMC, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain
farmers' cooperatives described in Section 521 of the Code) which
is exempt from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Trustee based upon an Opinion of
Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax
imposed
under the Code that would not otherwise be imposed but for the
Transfer of an Ownership Interest in a Class R Certificate to
such
Person. The terms "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 The First National Bank of Chicago,
or
(v) an account or accounts of a depository institution acceptable
to each Rating Agency (as evidenced in writing by each Rating
Agency that use of any such account as the Custodial Account or
the Certificate Account will not reduce the rating assigned to
any
Class of Certificates by such Rating Agency below the lower of
the
then-current rating or the rating assigned to such Certificates
as
of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date means the portion,
if any, of the Available Distribution Amount remaining after
reduction by the sum of (i) the aggregate amount of Accrued
Certificate Interest on the Class A and Class R Certificates and
the Excess Spread, (ii) the Senior Principal Distribution Amount
(determined without regard to Section 4.02(a)(ii)(Y)(D) hereof),
(iii) the Class A-5 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 third
anniversary of the Cut-off Date an amount equal to 1.00% of the
aggregate outstanding principal balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the Cut-off
Date up to such date of determination and (Z) from the third to
the fifth anniversary of the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount as of the most recent
anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-off Date minus (2) the
Fraud Losses allocated solely to one or more specific Classes of
Certificates in accordance with Section 4.05 since the most
recent
anniversary of the Cut-off Date up to such date of determination.
On and after the fifth anniversary of the Cut-off Date the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such
coverage
is reduced) provided that prior to any such reduction, the Master
Servicer shall (i) obtain written confirmation from each Rating
Agency that such reduction shall not reduce the rating assigned
to
any Class of Certificates by such Rating Agency below the lower
of
the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such 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.
Maturity Date: The latest possible maturity date, solely
for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, by which the Certificate Principal Balance of each
Class of Certificates representing a regular interest in the
REMIC
and the rights to the Excess Spread would be reduced to zero,
which is March 25, 2011, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage
Loan.
Monthly Payment: With respect to any Mortgage Loan
(including any REO Property) and any Due Date, the payment of
principal and interest due thereon in accordance with the
amortization schedule at the time applicable thereto (after
adjustment, if any, for curtailments and for Deficient Valuations
occurring prior to such Due Date but before any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or
similar waiver or grace period).
Moody's: Moody's Investors Service, Inc., or its successor
in interest.
Mortgage: With respect to each Mortgage Note related to a
Mortgage Loan which is not a Cooperative Loan, the mortgage, deed
of trust or other comparable instrument creating a first lien on
an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section
2.01 pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans
attached hereto as Exhibit F (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans),
which list shall set forth at a minimum the following information
as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC
LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(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.
Officers' Certificate: A certificate signed by the Chairman
of the Board, the President or a Vice President or Assistant Vice
President, or a Director or Managing Director, and by the
Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by
this
Agreement.
Opinion of Counsel: A written opinion of counsel acceptable
to the Trustee and the Master Servicer, who may be counsel for
the
Company or the Master Servicer, provided that any opinion of
counsel (i) referred to in the definition of "Permitted
Transferee" or (ii) relating to the qualification of the Trust
Fund as a REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a
percentage, the numerator of which is the aggregate Initial
Certificate Principal Balance of the Class A Certificates
(excluding the Certificate Principal Balance of the Class A-5
Certificates) and Class R Certificates and the denominator of
which is the aggregate Stated Principal Balance of the Mortgage
Loans (other than the related Discount Fraction of the Discount
Mortgage Loans), which is approximately 96.74% as of the Closing
Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage
Loan (including an REO Property) which was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition
and which was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Owner or Holder: With respect to the Excess Spread,
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-5 Certificates), Class M Certificates,
Class B Certificates and Class R Certificates and any
Distribution
Date, the per annum rate set forth in the Preliminary Statement
hereto. The Class A-5 Certificates have no Pass-Through Rate and
are not entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago 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 250% of
the standard prepayment assumption, used for determining the
accrual of original issue discount and market discount and
premium
on the Certificates for federal income tax purposes. The
standard
prepayment assumption assumes a constant rate of prepayment of
mortgage loans of 0.2% per annum of the then outstanding
principal
balance of such mortgage loans in the first month of the life of
the mortgage loans, increasing by an additional 0.2% per annum in
each succeeding month until the thirtieth month, and a constant
6%
per annum rate of prepayment thereafter for the life of the
mortgage loans.
Prepayment Distribution Percentage: With respect to any
Distribution Date and each Class of Class M Certificates and
Class
B Certificates, under the applicable circumstances set forth
below, the respective percentages set forth below:
(i) For any Distribution Date on which the Class M-1
Certificates are outstanding and prior to the later
to occur of (x) the Distribution Date in April 2003
and (y) the Distribution Date on which the sum of
the Class M-2 Percentage, Class M-3 Percentage and
Class B Percentage (before taking into account such
month's distribution) equals or exceeds 4.01%:
(a) in the case of the Class M-1 Certificates,
100%; and
(b) in the case of each other Class of Class M
Certificates and each Class of Class B
Certificates, 0%.
(ii) For any Distribution Date 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 Certificates pursuant to Section 4.02
hereof.
Rating Agency: Fitch and Standard & Poor's with respect to
the Senior Certificates and Standard & Poor's with respect to the
Class M, Class B-1 and Class B-2 Certificates. If either agency
or a successor is no longer in existence, "Rating Agency" shall
be
such statistical credit rating agency, or other comparable
Person,
designated by the Company, notice of which designation shall be
given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has
occurred, an amount (not less than zero) equal to (i) the Stated
Principal Balance of the Mortgage Loan (or REO Property) as of
the
date of Cash Liquidation or REO Disposition, plus (ii) interest
(and REO Imputed Interest, if any) at the Net Mortgage Rate from
the Due Date as to which interest was last paid or advanced to
Certificateholders and the Owner of the Excess Spread up to the
last day of the month in which the Cash Liquidation (or REO
Disposition) occurred on the Stated Principal Balance of such
Mortgage Loan (or REO Property) outstanding during each Due
Period
that such interest was not paid or advanced, minus (iii) the
proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied
as recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof
reimbursable to the Master Servicer or any Subservicer with
respect to related Advances or expenses as to which the Master
Servicer or Subservicer is entitled to reimbursement thereunder
but which have not been previously reimbursed. With respect to
each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as
reduced by the Deficient Valuation. With respect to each
Mortgage
Loan which has become the object of a Debt Service Reduction, the
amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the
close of business on the last Business Day of the month next
preceding the month in which the related Distribution Date
occurs.
Regular Certificate: Any of the Certificates other than a
Class R Certificate.
REMIC: A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If
Residential Funding Corporation is found by a court of competent
jurisdiction to no longer be able to fulfill its obligations as
REMIC Administrator under this Agreement the Master Servicer or
Trustee acting as Master Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which
appear
at Sections 860A through 860G of Subchapter M of Chapter 1 of the
Code, and related provisions, and temporary and final regulations
(or, to the extent not inconsistent with such temporary or final
regulations, proposed regulations) and published rulings, notices
and announcements promulgated thereunder, as the foregoing may be
in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on
behalf of the Trustee for the benefit of the Certificateholders
and the Owner of the Excess Spread of any REO Property pursuant
to
Section 3.14.
REO Disposition: As to any REO Property, a determination by
the Master Servicer that it has received all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any
period, an amount equivalent to interest (at the Net Mortgage
Rate
that would have been applicable to the related Mortgage Loan had
it been outstanding) on the unpaid principal balance of the
Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in
respect of any REO Property (including, without limitation,
proceeds from the rental of the related Mortgaged Property) which
proceeds are required to be deposited into the Custodial Account
only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master
Servicer through foreclosure or deed in lieu of foreclosure in
connection with a defaulted Mortgage Loan.
Request for Release: A request for release, the forms of
which are attached as Exhibit H hereto.
Required Insurance Policy: With respect to any Mortgage
Loan, any insurance policy which is required to be maintained
from
time to time under this Agreement, the Program Guide or the
related Subservicing Agreement in respect of such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a
Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Company and any successor thereto.
Responsible Officer: When used with respect to the Trustee,
any officer of the Corporate Trust Department of the Trustee,
including any Senior Vice President, any Vice President, any
Assistant Vice President, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the
Trustee customarily performing functions similar to those
performed by any of the above designated officers to whom, with
respect to a particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting forth
the Discount Fractions with respect to the Discount Mortgage
Loans, attached hereto as Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the
agreement creating a security interest in favor of the originator
in the related Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any
Subservicer, that executed a Seller's Agreement applicable to
such
Mortgage Loan.
Seller's Agreement: An agreement for the origination and
sale of Mortgage Loans generally in the form of the Seller
Contract referred to or contained in the Program Guide, or in
such
other form as has been approved by the Master Servicer and the
Company, each containing representations and warranties in
respect
of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to
any Distribution Date, the percentage indicated below:
Distribution Date Senior Accelerated Distribution Percentage
April 1996 through
March 2001 . . . . . 100%
April 2001 through
March 2002 . . . . . . .Senior Percentage, plus 70% of the
Subordinate Percentage
April 2002 through
March 2003 . . . . . . . Senior Percentage, plus 60% of the
Subordinate Percentage
April 2003 through
March 2004 . . . . . . Senior Percentage, plus 40% of the
Subordinate Percentage
April 2004 through
March 2005 . . . . . . . Senior Percentage, plus 20% of the
Subordinate Percentage
April 2005 and
thereafter . . . . . . .Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior
Accelerated Distribution Percentage described above shall not
occur as of any Distribution Date unless either (a)(1)(X) the
outstanding principal balance of the Mortgage Loans delinquent 60
days or more averaged over the last six months, as a percentage
of
the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the
outstanding principal balance of Mortgage Loans delinquent 60
days
or more averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 2% and (2)
Realized Losses on the Mortgage Loans to date for such
Distribution Date if occurring during the sixth, seventh, eighth,
ninth or tenth year (or any year thereafter) after the Closing
Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of
the
sum of the Initial Certificate Principal Balances of the Class M
Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of the
aggregate outstanding principal balance of all Mortgage Loans
averaged over the last six months, does not exceed 4% and (2)
Realized Losses on the Mortgage Loans to date for such
Distribution Date are less than 10% of the sum of the Initial
Certificate Principal Balances of the Class M Certificates and
Class B Certificates and (ii) that for any Distribution Date on
which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for
such Distribution Date shall be 100%. Notwithstanding the
foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates (other than the
Certificate Principal Balance of the Class A-5 Certificates) and
Class R Certificates to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificates: Any one of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class R Certificates.
Senior Percentage: As of any Distribution Date, the lesser
of 100% and a fraction, expressed as a percentage, the numerator
of which is the aggregate Certificate Principal Balance of the
Class A Certificates (other than the Certificate Principal
Balance
of the Class A-5 Certificates) and Class R Certificates
immediately prior to such Distribution Date and the denominator
of
which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the
related
Discount Fraction of each Discount Mortgage Loan) immediately
prior to such Distribution Date.
Senior Principal Distribution Amount: As to any
Distribution Date, the lesser of (a) the balance of the Available
Distribution Amount remaining after the distribution of all
amounts required to be distributed pursuant to Section 4.02(a)(i)
and (ii)(X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R
Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and
maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a
default, delinquency or other unanticipated event by the Master
Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures,
(iii)
the management and liquidation of any REO Property and (iv)
compliance with the obligations under Sections 3.01, 3.08,
3.12(a)
and 3.14, including, if the Master Servicer or any Affiliate of
the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other
than servicers of mortgage loans, reasonable compensation for
such
services.
Servicing Fee: With respect to any Mortgage Loan and
Distribution Date, the fee payable monthly to the Master Servicer
in respect of master servicing compensation that accrues at an
annual rate designated on the Mortgage Loan Schedule as the "MSTR
SERV FEE" for such Mortgage Loan, as may be adjusted with respect
to successor Master Servicers as provided in Section 7.02.
Servicing Officer: Any officer of the Master Servicer
involved in, or responsible for, the administration and servicing
of the Mortgage Loans whose name and specimen signature appear on
a list of servicing officers furnished to the Trustee by the
Master Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an
amount equal to $644,114 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 24.93% (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) 6.75% per annum.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, or its successor in
interest.
Stated Principal Balance: With respect to any Mortgage Loan
or related REO Property, at any given time, (i) the Cut-off Date
Principal Balance of the Mortgage Loan, minus (ii) the sum of (a)
the principal portion of the Monthly Payments due with respect to
such Mortgage Loan or REO Property during each Due Period ending
prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal
Prepayments with respect to such Mortgage Loan or REO Property,
and all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds,
to the extent applied by the Master Servicer as recoveries of
principal in accordance with Section 3.14 with respect to such
Mortgage Loan or REO Property, in each case which were
distributed
pursuant to Section 4.02 on any previous Distribution Date, and
(c) any Realized Loss allocated to Certificateholders with
respect
thereto for any previous Distribution Date.
Subordinate Percentage: As of any Distribution Date, 100%
minus the Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to
any Distribution Date and each Class of Class M Certificates and
Class B Certificates, (a) the sum of (i) the product of (x) the
related Class M Percentage or Class B Percentage for such Class
and (y) the aggregate of the amounts calculated for such
Distribution Date under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M
Certificates and Class B Certificates then outstanding, of the
principal collections described in Section 4.02(a)(ii)(Y)(B)(b)
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.
Tax Returns: The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income Tax Return, including Schedule Q thereto,
Quarterly
Notice to Residual Interest Holders of REMIC Taxable Income or
Net
Loss Allocation, or any successor forms, to be filed on behalf of
the Trust Fund due to its classification as a REMIC under the
REMIC Provisions, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge,
hypothecation or other form of assignment of any Ownership
Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to
which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage
Files,
(ii) all payments on and collections in respect of
the Mortgage Loans due after the Cut-off Date
as shall be on deposit in the Custodial
Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and
which has been acquired for the benefit of the
Certificateholders and the Owner of the Excess
Spread by foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary
Insurance Policies, if any, and certain
proceeds thereof.
Uniform Single Attestation Program for Mortgage Bankers:
The Uniform Single Attestation Program for Mortgage Bankers, as
published by the Mortgage Bankers Association of America and
effective with respect to fiscal periods ending on or after
December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to
a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
Voting Rights: The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. 98.0% of
all of the Voting Rights shall be allocated among Holders of
Certificates, respectively, other than the Class R Certificates,
in proportion to the outstanding Certificate Principal Balances
of
their respective Certificates; and the Holders of the Class R
Certificates and the Owner of the Excess Spread shall be entitled
to 1.0% and 1.0% of all of the Voting Rights, respectively,
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 be construed as a sale by the Company to the Trustee
of the Mortgage Loans for the benefit of the Certificateholders
and the Owner of the Excess Spread. Further, it is not intended
that any such conveyance be deemed to be a pledge of the Mortgage
Loans by the Company to the Trustee to secure a debt or other
obligation of the Company. However, in the event that the
Mortgage Loans are held to be property of the Company or of
Residential Funding, or if for any reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans,
then it is intended that (a) this Agreement shall also be deemed
to be a security agreement within the meaning of Articles 8 and 9
of the New York Uniform Commercial Code and the Uniform
Commercial
Code of any other applicable jurisdiction; (b) the conveyance
provided for in Sections 2.01 and 2.06 shall be deemed to be (1)
a
grant by the Company to the Trustee of a security interest in all
of the Company's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter
acquired, in and to (A) the Mortgage Loans, including (i) with
respect to each Cooperative Loan, the related Mortgage Note,
Security Agreement, Assignment of Proprietary Lease, Cooperative
Stock Certificate, Cooperative Lease, any insurance policies and
all other documents in the related Mortgage File and (ii) with
respect to each Mortgage Loan other than a Cooperative Loan, the
related Mortgage Note, the Mortgage, any insurance policies and
all other documents in the related Mortgage File, (B) all amounts
payable pursuant to the Mortgage Loans in accordance with the
terms thereof and (C) any and all general intangibles consisting
of, arising from or relating to any of the foregoing, and all
proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held
or
invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Company to the Trustee of
any security interest in any and all of Residential Funding's
right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to the
property described in the foregoing clauses (1)(A), (B) and (C)
granted by Residential Funding to the Company pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the Trustee of Mortgage Notes or
such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser
or
a person designated by such secured party, for purposes of
perfecting the security interest pursuant to the Minnesota
Uniform
Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section
9-
305, 8-313 or 8-321 thereof); and (d) notifications to persons
holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security
interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to
ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the other property described
above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement.
Without limiting the generality of the foregoing, the Company
shall prepare and deliver to the Trustee not less than 15 days
prior to any filing date and, the Trustee shall forward for
filing, or shall cause to be forwarded for filing, at the expense
of the Company, all filings necessary to maintain the
effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the
Trustee's security interest in or lien on the Mortgage Loans as
evidenced by an Officer's Certificate of the Company, including
without limitation (x) continuation statements, and (y) such
other
statements as may be occasioned by (1) any change of name of
Residential Funding, the Company or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned
by a change in the Trustee's name), (2) any change of location of
the place of business or the chief executive office of
Residential
Funding or the Company, or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the
receipt by it of cash in an amount equal to $67,424.04 (the
"Initial Monthly Payment Fund"), representing scheduled principal
amortization and interest at the Net Mortgage Rate for the Due
Date in April 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 April
1996. Notwithstanding anything herein to the contrary, the
Initial Monthly Payment Fund shall not be an asset of the REMIC.
To the extent that the Initial Monthly Payment Fund constitutes a
reserve fund for federal income tax purposes, (1) it shall be an
outside reserve fund and not an asset of the REMIC, (2) it shall
be owned by the Seller and (3) amounts transferred by the REMIC
to
the Initial Monthly Payment Fund shall be treated as transferred
to the Seller or any successor, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to
Mortgage Loans subject to a Custodial Agreement, and based solely
upon a receipt or certification executed by the Custodian,
receipt
by the respective Custodian as the duly appointed agent of the
Trustee) of the documents referred to in Section 2.01(b)(i)
through (iii) above (except that for purposes of such
acknowledgement only, a Mortgage Note may be endorsed in blank
and
an Assignment of Mortgage may be in blank) and declares that it,
or a Custodian as its agent, holds and will hold such documents
and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the
use
and benefit of all present and future Certificateholders and the
Owner of the Excess Spread. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees,
for the benefit of Certificateholders and the Owner of the Excess
Spread, to review each Mortgage File delivered to it pursuant to
Section 2.01(b) within 45 days after the Closing Date to
ascertain
that all required documents (specifically as set forth in Section
2.01(b)), have been executed and received, and that such
documents
relate to the Mortgage Loans identified on the Mortgage Loan
Schedule, as supplemented, that have been conveyed to it. Upon
delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect
to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian,
receipt by the respective Custodian as the duly appointed agent
of
the Trustee) of the documents referred to in Section 2.01(c)
above. The Trustee or Custodian (such Custodian being so
obligated under a Custodial Agreement) agrees to review each
Mortgage File delivered to it pursuant to Section 2.01(c) within
45 days after receipt thereof to ascertain that all documents
required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that
have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document
or documents constituting a part of a Mortgage File to be missing
or defective in any material respect, the Trustee shall promptly
so notify the Master Servicer and the Company. Pursuant to
Section 2.3 of the Custodial Agreement, the Custodian will notify
the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File
held by it. The Master Servicer shall promptly notify the
related
Subservicer or Seller of such omission or defect and request that
such Subservicer or Seller correct or cure such omission or
defect
within 60 days from the date the Master Servicer was notified of
such omission or defect and, if such Subservicer or Seller does
not correct or cure such omission or defect within such period,
that such Subservicer or Seller purchase such Mortgage Loan from
the Trust Fund at its Purchase Price, in either case within 90
days from the date the Master Servicer was notified of such
omission or defect; provided that if the omission or defect would
cause the Mortgage Loan to be other than a "qualified mortgage"
as
defined in Section 860G(a)(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 15 years;
(iv) To the best of the Company's knowledge, if a
Mortgage Loan is secured by a Mortgaged Property with a
Loan-to-Value Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary Insurance Policy
that insures (a) at least 25% of the principal balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio
is between 95.00% and 90.01%, (b) at least 12% of such
balance if the Loan-to-Value Ratio is between 90.00% and
85.01%, and (c) at least 6% of such balance if the
Loan-to-Value Ratio is between 85.00% and 80.01%. To the
best of the Company's knowledge, each such Primary Insurance
Policy is in full force and effect and the Trustee is
entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance
Policies are insurance companies whose claims-paying
abilities are currently acceptable to each Rating Agency;
(vi) No more than 0.9% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date
are secured by Mortgaged Properties located in any one zip
code area in California, no more than 1.5% of the Mortgage
Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in
any one zip code area outside California, and none of the
Mortgage Loans 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 19.37% 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) None of the Mortgage Loans were Buydown
Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified
mortgage under Section 860G(a)(3)(A) of the Code and
Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective
as of the closing of each Mortgage Loan and is valid and
binding and remains in full force and effect;
(xiv) With respect to a Mortgage Loan that is a
Cooperative Loan, the Cooperative Stock that is pledged as
security for the Mortgage Loan is held by a person as a
tenant-stockholder (as defined in Section 216 of the Code)
in a cooperative housing corporation (as defined in Section
216 of the Code);
(xv) With respect to each Mortgage Loan originated
under a "streamlined" Mortgage Loan program (through which
no new or updated appraisals of Mortgaged Properties are
obtained in connection with the refinancing thereof), the
related Seller has represented that either (a) the value of
the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of
such property at the time of origination of the refinanced
Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage
Loan as of the date of origination of the Mortgage Loan
generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is
calculated on the basis of a 360-day year consisting of
twelve 30-day months; and
(xvii) Two of the Mortgage Loans contain in the
related Mortgage File a Destroyed Mortgage Note.
It is understood and agreed that the representations and
warranties set forth in this Section 2.03(b) shall survive
delivery of the respective Mortgage Files to the Trustee or any
Custodian.
Upon discovery by any of the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the
representations and warranties set forth in this Section 2.03(b)
which materially and adversely affects the interests of the
Certificateholders and the Owner of the Excess Spread in any
Mortgage Loan, the party discovering such breach shall give
prompt
written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that
in
the event of a breach of the representation and warranty set
forth
in Section 2.03(b)(xii), the party discovering such breach shall
give such notice within five days of discovery. Within 90 days
of
its discovery or its receipt of notice of breach, the Company
shall either (i) cure such breach in all material respects or
(ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that
the Company shall have the option to substitute a Qualified
Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date;
provided that if the omission or defect would cause the Mortgage
Loan to be other than a "qualified mortgage" as defined in
Section
860G(a)(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 (subject to Section
10.01(f)) by an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on
the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) any portion of the Trust
Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
It is understood and agreed that the obligation of the
Seller or Residential Funding, as the case may be, to cure such
breach or purchase (or in the case of Residential Funding to
substitute for) such Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders and
the
Owner of the Excess Spread or the Trustee on behalf of
Certificateholders and such Owner. If the Master Servicer is
Residential Funding, then the Trustee shall also have the right
to
give the notification and require the purchase or substitution
provided for in the second preceding paragraph in the event of
such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the
purchase of or substitution for any such Mortgage Loan by
Residential Funding, the Trustee shall assign to Residential
Funding all of the right, title and interest in respect of the
Seller's Agreement and the Assignment Agreement applicable to
such
Mortgage Loan.
Section 2.05. Execution and Authentication of
Certificates.
The Trustee acknowledges the assignment to it of the
Mortgage Loans and the delivery of the Mortgage Files to it, or
any Custodian on its behalf, subject to any exceptions noted,
together with the assignment to it of all other assets included
in
the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Company executed
by an officer of the Company has executed and caused to be
authen-
ticated and delivered to or upon the order of the Company the
Certificates in authorized denominations which, together with the
ownership interest in the Excess Spread, evidence ownership of
the
entire Trust Fund.
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 the REMIC to fail to qualify
as such under the Code. The Trustee shall furnish the Master
Servicer with any powers of attorney and other documents
necessary
or appropriate to enable the Master Servicer to service and
administer the Mortgage Loans. The Trustee shall not be liable
for any action taken by the Master Servicer or any Subservicer
pursuant to such powers of attorney. In servicing and
administering any Nonsubserviced Mortgage Loan, the Master
Servicer shall, to the extent not inconsistent with this
Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing
rights and obligations in respect thereof. In connection with
servicing and administering the Mortgage Loans, the Master
Servicer and any Affiliate of the Master Servicer may perform
services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be
entitled to reasonable compensation therefor in accordance with
Section 3.10.
(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)
recoveries of amounts in respect of which such advances were
made in the case of Servicing Advances;
(iii) to pay to itself or the related
Subservicer (if not previously retained by such Subservicer)
out of each payment received by the Master Servicer on
account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining
portion of any such payment as to interest (but not in
excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in
the remaining amount of such interest being interest at the
Net Mortgage Rate on the amount specified in the
amortization schedule of the related Mortgage Loan as the
principal balance thereof at the beginning of the period
respecting which such interest was paid after giving effect
to any previous Curtailments;
(iv) to pay to itself as additional servicing
compensation any interest or investment income earned on
funds deposited in the Custodial Account that it is entitled
to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing
compensation any Foreclosure Profits, and any amounts
remitted by Subservicers as interest in respect of
Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller,
Residential Funding, the Company or any other appropriate
Person, as the case may be, with respect to each Mortgage
Loan or property acquired in respect thereof that has been
purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and
not required to be distributed to the Certificateholders or
the Owner of the Excess Spread as of the date on which the
related Stated Principal Balance or Purchase Price is
determined;
(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 the Trust Fund to
fail to qualify as a REMIC 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 the Trust Fund would
not fail to continue to qualify as a REMIC under the Code as a
result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup
day
would be imposed on the REMIC as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for
processing such a request will be retained by the Master Servicer
or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions
of this Agreement, the Trustee and Master Servicer shall be
entitled to approve an assignment in lieu of satisfaction with
respect to any Mortgage Loan, provided the obligee with respect
to
such Mortgage Loan following such proposed assignment provides
the
Trustee and Master Servicer with a "Lender Certification for
Assignment of Mortgage Loan" in the form attached hereto as
Exhibit O, in form and substance satisfactory to the Trustee and
Master Servicer, providing the following: (i) that the Mortgage
Loan is secured by Mortgaged Property located in a jurisdiction
in
which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording
taxes
or otherwise comply with, or facilitate a refinancing under, the
laws of such jurisdiction; (ii) that the substance of the
assignment is, and is intended to be, a refinancing of such
Mortgage Loan and that the form of the transaction is solely to
comply with, or facilitate the transaction under, such local
laws;
(iii) that the Mortgage Loan following the proposed assignment
will have a rate of interest at least 0.25 percent below or above
the rate of interest on such Mortgage Loan prior to such proposed
assignment; and (iv) that such assignment is at the request of
the
borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage
Loan, the Master Servicer shall receive cash in an amount equal
to
the unpaid principal balance of and accrued interest on such
Mortgage Loan and the Master Servicer shall treat such amount as
a
Principal Prepayment in Full with respect to such Mortgage Loan
for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or
otherwise comparably convert (which may include an REO
Acquisition) the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to
which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. In connection with
such foreclosure or other conversion, the Master Servicer shall,
consistent with Section 3.11, follow such practices and
procedures
as it shall deem necessary or advisable, as shall be normal and
usual in its general mortgage servicing activities and as shall
be
required or permitted by the Program Guide; provided that the
Master Servicer shall not be liable in any respect hereunder if
the Master Servicer is acting in connection with any such
foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement. The Master Servicer,
however, shall not be required to expend its own funds or incur
other reimbursable charges in connection with any foreclosure, or
attempted foreclosure which is not completed, or towards the
restoration of any property unless it shall determine (i) that
such restoration and/or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Holders of Certificates of
one
or more Classes after reimbursement to itself for such expenses
or
charges and (ii) that such expenses and charges will be
recoverable to it through Liquidation Proceeds, Insurance
Proceeds, or REO Proceeds (respecting which it shall have
priority
for purposes of withdrawals from the Custodial Account pursuant
to
Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of a determination by
the
Master Servicer pursuant to this Section 3.14(a), the Master
Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. Concurrently with the foregoing, the
Master Servicer may pursue any remedies that may be available in
connection with a breach of a representation and warranty with
respect to any such Mortgage Loan in accordance with Sections
2.03
and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master Servicer
determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of
all
Insurance Proceeds, Liquidation Proceeds and other payments and
recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of
written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the
Trustee shall execute and deliver such instruments of transfer or
assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or
its designee, as the case may be, the related Mortgage Loan, and
thereafter such Mortgage Loan shall not be part of the Trust
Fund.
Notwithstanding the foregoing or any other provision of this
Agreement, in the Master Servicer's sole discretion with respect
to any defaulted Mortgage Loan or REO Property as to either of
the
following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with
the related defaulted Mortgage Loan or REO Property have been
received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss,
the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated
additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO
Property.
(b) In the event that title to any Mortgaged Property is
acquired by the Trust Fund as an REO Property by foreclosure or
by
deed in lieu of foreclosure, the deed or certificate of sale
shall
be issued to the Trustee or to its nominee on behalf of
Certificateholders and the Owner of the Excess Spread.
Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an
Outstanding Mortgage Loan held in the Trust Fund until such time
as the REO Property shall be sold. Consistent with the foregoing
for purposes of all calculations hereunder so long as such REO
Property shall be considered to be an Outstanding Mortgage Loan
it
shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been
discharged,
such Mortgage Note and the related amortization schedule in
effect
at the time of any such acquisition of title (after giving effect
to any previous Curtailments and before any adjustment thereto by
reason of any bankruptcy or similar proceeding or any moratorium
or similar waiver or grace period) remain in effect.
(c) In the event that the Trust Fund acquires any REO
Property as aforesaid or otherwise in connection with a default
or
imminent default on a Mortgage Loan, the Master Servicer shall
dispose of such REO Property within two years after its
acquisition by the Trust Fund for purposes of Section 860G(a)(8)
of the Code or, at the expense of the Trust Fund, request, more
than 60 days before the day on which the two-year grace period
would otherwise expire, an extension of the two-year grace period
unless the Master Servicer (subject to Section 10.01(f)) obtains
for the Trustee an Opinion of Counsel, addressed to the Trustee
and the Master Servicer, to the effect that the holding by the
Trust Fund of such REO Property subsequent to such two-year
period
will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause the
Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions
contained in such Opinion of Counsel). The Master Servicer shall
be entitled to be reimbursed from the Custodial Account for any
costs incurred in obtaining such Opinion of Counsel, as provided
in Section 3.10. Notwithstanding any other provision of this
Agreement, no REO Property acquired by the Trust Fund shall be
rented (or allowed to continue to be rented) or otherwise used by
or on behalf of the Trust Fund in such a manner or pursuant to
any
terms that would (i) cause such REO Property to fail to qualify
as
"foreclosure property" within the meaning of Section 860G(a)(8)
of
the Code or (ii) subject the Trust Fund to the imposition of any
federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the
Code, unless the Master Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any
such
taxes.
(d) The proceeds of any Cash Liquidation, REO
Disposition or purchase or repurchase of any Mortgage Loan
pursuant to the terms of this Agreement, as well as any recovery
resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order
of priority: first, to reimburse the Master Servicer or the
related Subservicer in accordance with Section 3.10(a)(ii);
second, to the Certificateholders and the Owner of the Excess
Spread to the extent of accrued and unpaid interest on the
Mortgage Loan, and any related REO Imputed Interest, at the Net
Mortgage Rate to the Due Date prior to the Distribution Date on
which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage
Loan
(or REO Property); 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 (i) the Master Servicer on
behalf of the Trustee or (ii) the Paying Agent appointed by the
Trustee, shall distribute to the Owner of the Excess Spread, a
distribution thereof pursuant to Section 4.02(a)(i), to the
Master
Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master
Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and
to
each Certificateholder of record on the next preceding Record
Date
(other than as provided in Section 9.01 respecting the final
distribution) either in immediately available funds (by wire
transfer or otherwise) to the account of such Certificateholder
at
a bank or other entity having appropriate facilities therefor, if
such Certificateholder has so notified the Master Servicer or the
Paying Agent, as the case may be, or, if such Certificateholder
has not so notified the Master Servicer or the Paying Agent by
the
Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (based on the aggregate of the
Percentage Interests represented by Certificates of the
applicable
Class held by such Holder) of the following amounts, in the
following order of priority (subject to the provisions of Section
4.02(b)), in each case to the extent of the Available
Distribution
Amount:
(i) to the Class A Certificateholders (other than
the Class A-5 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-5 Certificateholders, the
Class A-5 Principal Distribution Amount; and
(Y) to the Class A Certificateholders
(other than Class A-5 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set forth
in Section 4.02(b)(ii) through (iii) and Section 4.02(c),
the sum of the following (applied to reduce the Certificate
Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such
Distribution Date times the sum of the following:
(1) the principal portion of each
Monthly Payment due during the related Due
Period on each Outstanding Mortgage Loan
(other than the related Discount Fraction of
the principal portion of such payment with
respect to a Discount Mortgage Loan), whether
or not received on or prior to the related
Determination Date, minus the principal
portion of any Debt Service Reduction (other
than the related Discount Fraction of the
principal portion of such Debt Service
Reductions with respect to each Discount
Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04
or 4.07 and the amount of any shortfall
deposited in the Custodial Account in
connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04
during the related Prepayment Period (other
than the related Discount Fraction of such
Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and
amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage
Loan described in Section 4.02(a)(ii)(Y)(B),
including without limitation Insurance
Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related
Prepayment Period (or deemed to have been so
received in accordance with Section 3.07(b))
to the extent applied by the Master Servicer
as recoveries of principal of the related
Mortgage Loan pursuant to Section 3.14 (other
than the related Discount Fraction of the
principal portion of such unscheduled,
collections, with respect to a Discount
Mortgage Loan);
(B) with respect to each Mortgage Loan for
which a Cash Liquidation or a REO Disposition
occurred during the related Prepayment Period (or
was deemed to have occurred during such period in
accordance with Section 3.07(b)) and did not result
in any Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary
Losses, an amount equal to the lesser of (a) the
Senior Percentage for such Distribution Date times
the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such
Stated Principal Balance, with respect to a Discount
Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date
times the related unscheduled collections (including
without limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) to the extent applied by
the Master Servicer as recoveries of principal of
the related Mortgage Loan pursuant to Section 3.14
(in each case other than the portion of such
unscheduled collections, with respect to a Discount
Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution
Percentage for such Distribution Date times the
aggregate of all Principal Prepayments in Full and
Curtailments received in the related Prepayment
Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments,
with respect to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount
for such Distribution Date;
(E) any amounts described in subsection
(ii)(Y), clauses (A), (B) and (C) of this Section
4.02(a), as determined for any previous Distribution
Date, which remain unpaid after application of
amounts previously distributed pursuant to this
clause (E) to the extent that such amounts are not
attributable to Realized Losses which have been
allocated to the Class M Certificates or Class B
Certificates;
(iii) if the Certificate Principal Balances of
the Class M Certificates and Class B Certificates have not
been reduced to zero, to the Master Servicer or a
Subservicer, by remitting for deposit to the Custodial
Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with
respect to any Mortgage Loan or REO Property which remain
unreimbursed in whole or in part following the Cash
Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess
Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(v) to the Holders of the Class M-1
Certificates, an amount equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates
for such Distribution Date, minus (y) the amount of any
Class A-5 Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to
the extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv)
are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates,
the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest
thereon remaining unpaid from any previous Distribution
Date, except as provided below;
(vii) to the Holders of the Class M-2 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-5
Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-5
Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-5
Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2
Certificates, the Accrued Certificate Interest thereon for
such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2
Certificates, an amount equal to (x) the Subordinate
Principal Distribution Amount for such Class of Certificates
for such Distribution Date minus (y) the amount of any Class
A-5 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the
extent the amounts available pursuant to clause (x) of
Sections 4.02(a)(xiv) and (xv) are insufficient therefor,
applied in reduction of the Certificate Principal Balance of
the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3
Certificates, an amount equal to (x) the Accrued Certificate
Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below
minus (y) the amount of any Class A-5 Collection Shortfalls
for such Distribution Date or remaining unpaid for all
previous Distribution Dates to the extent the amounts
available pursuant to clause (x) of Section 4.02(a)(xv) are
insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates,
an amount equal to (x) the Subordinate Principal
Distribution Amount for such Class of Certificates for such
Distribution Date minus (y) the amount of any Class A-5
Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates applied
in reduction of the Certificate Principal Balance of the
Class B-3 Certificates;
(xvi) to the Class A Certificateholders and
Class R Certificateholders in the priority set forth in
Section 4.02(b), the portion, if any, of the Available
Distribution Amount remaining after the foregoing
distributions, applied to reduce the Certificate Principal
Balances of such Class A and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate
Principal Balances of each such Class of Class A and Class R
Certificates, and thereafter, to each Class of Class M
Certificates then outstanding beginning with such Class with
the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired,
applied to reduce the Certificate Principal Balance of each
such Class of Class M Certificates, but in no event more
than the outstanding Certificate Principal Balance of each
such Class of Class M Certificates; and thereafter to each
such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution
Amount remaining after the Class M Certificates have been
retired, applied to reduce the Certificate Principal Balance
of each such Class of Class B Certificates, but in no event
more than the outstanding Certificate Principal Balance of
each such Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the
balance, if any, of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date,
with respect to the Class of Class B Certificates outstanding on
such Distribution Date with the highest numerical designation, or
in the event the Class B Certificates are no longer outstanding,
the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B
Certificates and Class M Certificates are no longer outstanding,
the Class A and Class R Certificates, Accrued Certificate
Interest
thereon remaining unpaid and Excess Spread remaining unpaid from
any previous Distribution Date will be distributable only to the
extent that such unpaid Accrued Certificate Interest or Excess
Spread was attributable to interest shortfalls relating to
Nonrecoverable Advances as determined by the Master Servicer with
respect to the related Mortgage Loan where such Mortgage Loan has
not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A
Certificates and Class R Certificates on each Distribution Date
occurring prior to the occurrence of the Credit Support Depletion
Date will be made as follows:
(i) first, to the Class A-5 Certificates,
until the Certificate Principal Balance thereof is reduced
to zero, an amount (the "Class A-5 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-5 Collection
Shortfalls for such Distribution Date and the amount
of any Class A-5 Collection Shortfalls remaining
unpaid for all previous Distribution Dates, but only
to the extent of the Eligible Funds for such
Distribution Date;
(ii) the Senior Principal Distribution Amount shall
be distributed to the Class R Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(iii) the balance of the Senior Principal
Distribution Amount remaining after the distributions, if
any, described in clause 4.02(b)(ii) above shall be
distributed concurrently as follows:
(A) 54.5053188107% of such amount to the Class
A-1 Certificates until the Certificate
Principal Balance thereof has been reduced
to zero; and
(B) 45.4946811893% of such amount shall be
distributed as follows:
(1) first, concurrently to the Class A-2
and Class A-4 Certificates, until
the Certificate Principal Balance of
the Class A-2 Certificates has been
reduced to zero, as follows:
(aa) to the Class A-2 Certificates,
an amount equal to the product
of (x) the total amount
allocated to the Class A-2
Certificates and Class A-4
Certificates pursuant to
Section 4.02(b)(iii)(B) above
and (y) the percentage
obtained by dividing the
aggregate of the Certificate
Principal Balance of the Class
A-2 Certificates and Class A-3
Certificates by the aggregate
Certificate Principal Balance
of the Class A-2, Class A-3
and Class A-4 Certificates;
and
(bb) to the Class A-4 Certificates,
any amount not distributed to
the Class A-2 Certificates
pursuant to Section
4.02(b)(iii)(B)(1)(aa) above;
(2) second, concurrently to the Class A-
3 Certificates and Class A-4
Certificates on a pro rata basis (in
proportion to their then current
Certificate Principal Balances),
until the Certificate Principal
Balance of the Class A-3
Certificates has been reduced to
zero; and
(3) third, to the Class A-4
Certificates, until the Certificate
Principal Balance thereof has been
reduced to zero;
provided, however, that:
(I) until the Distribution Date in
April 2001, 100% of the amount
set forth in Section
4.02(a)(ii)(Y)(C) and
allocated to the Class A-4
Certificates pursuant to
Section 4.02(b)(iii)(B)(1) or
Section 4.02(b)(iii)(B)(2)
above, as applicable, shall be
distributed, sequentially, to
the Class A-2 Certificates and
Class A-3 Certificates, in
each case until the
Certificate Principal Balance
thereof has been reduced to
zero, in reduction of the
Certificate Principal Balance
thereof;
(II) on and after the Distribution
Date in April 2001 and prior
to the Distribution Date in
April 2002, 70% of the amount
set forth in Section
4.02(a)(ii)(Y)(C) and
allocated to the Class A-4
Certificates pursuant to
Section 4.02(b)(iii)(B)(1) or
Section 4.02(b)(iii)(B)(2)
above, as applicable, shall be
distributed, sequentially, to
the Class A-2 Certificates and
Class A-3 Certificates, in
each case until the
Certificate Principal Balance
thereof has been reduced to
zero, in reduction of the
Certificate Principal Balance
thereof;
(III) on and after the Distribution
Date in April 2002 and prior
to the Distribution Date in
April 2003, 60% of the amount
set forth in Section
4.02(a)(ii)(Y)(C) and
allocated to the Class A-4
Certificates pursuant to
Section 4.02(b)(iii)(B)(1) or
Section 4.02(b)(iii)(B)(2)
above, as applicable, shall be
distributed, sequentially, to
the Class A-2 Certificates and
Class A-3 Certificates, in
each case until the
Certificate Principal Balance
thereof has been reduced to
zero, in reduction of the
Certificate Principal Balance
thereof;
(IV) on and after the Distribution
Date in April 2003 and prior
to the Distribution Date in
April 2004, 40% of the amount
set forth in Section
4.02(a)(ii)(Y)(C) and
allocated to the Class A-4
Certificates pursuant to
Section 4.02(b)(iii)(B)(1) or
Section 4.02(b)(iii)(B)(2)
above, as applicable, shall be
distributed, sequentially, to
the Class A-2 Certificates and
Class A-3 Certificates, in
each case until the
Certificate Principal Balance
thereof has been reduced to
zero, in reduction of the
Certificate Principal Balance
thereof; and
(V) on and after the Distribution
Date in April 2004 and prior
to the Distribution Date in
April 2005, 20% of the amount
set forth in Section
4.02(a)(ii)(Y)(C) and
allocated to the Class A-4
Certificates pursuant to
Section 4.02(b)(iii)(B)(1) or
Section 4.02(b)(iii)(B)(2)
above, as applicable, shall be
distributed, sequentially, to
the Class A-2 Certificates and
Class A-3 Certificates, in
each case until the
Certificate Principal Balance
thereof has been reduced to
zero, in reduction of the
Certificate Principal Balance
thereof.
The distributions set forth in Sections
4.02(b)(iii)(B)(I) through (V) above are based on the assumption
that each of the amounts set forth in Sections 4.02(a)(ii)(Y)(A)
through (E) is allocated among the Class A-1, Class A-2, Class A-
3, Class A-4 and Class R Certificates in the same proportion as
the Senior Principal Distribution Amount is allocated pursuant to
Section 4.02(b)(ii), Section 4.02(b)(iii)(A) and Section
4.02(b)(iii)(B)(1) above.
(c) On or after the occurrence of the Credit Support
Depletion Date, all priorities relating to distributions as
described above in respect of principal among the various classes
of Class A 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-5 Certificates and the Senior Principal
Distribution Amount will be distributed among all classes of
Class
A Certificates (other than the Class A-5 Certificates) and Class
R
Certificates pro rata in accordance with their respective
outstanding Certificate Principal Balances.
(d) In addition to the foregoing distributions, with
respect to any Mortgage Loan that was previously the subject of a
Cash Liquidation or an REO Disposition that resulted in a
Realized
Loss, in the event that within two years of the date on which
such
Realized Loss was determined to have occurred the Master Servicer
receives amounts, which the Master Servicer reasonably believes
to
represent subsequent recoveries (net of any related liquidation
expenses), or determines that it holds surplus amounts previously
reserved to cover estimated expenses, specifically related to
such
Mortgage Loan (including, but not limited to, recoveries in
respect of the representations and warranties made by the related
Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable
Certificateholders of the Class or Classes to which such Realized
Loss was allocated 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.
(e) Each distribution with respect to a Book-Entry
Certificate shall be paid to the Depository, as Holder thereof,
and the Depository shall be responsible for crediting the amount
of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a "brokerage firm" or
"indirect participating firm") for which it acts as agent. Each
brokerage firm shall be responsible for disbursing funds to the
Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall
have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the
Master Servicer anticipates that a final distribution with
respect
to any Class of Certificates will be made on the next
Distribution
Date, the Master Servicer shall, no later than the Determination
Date in the month of such final distribution, notify the Trustee
and the Trustee shall, no later than two (2) Business Days after
such Determination Date, mail on such date to each Holder of such
Class of Certificates a notice to the effect that: (i) the
Trustee
anticipates that the final distribution with respect to such
Class
of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the
office
of the Trustee or as otherwise specified therein, and (ii) no
interest shall accrue on such Certificates from and after the end
of the prior calendar month. In the event that
Certificateholders
required to surrender their Certificates pursuant to Section
9.01(c) do not surrender their Certificates for final
cancellation, the Trustee shall cause funds distributable with
respect to such Certificates to be withdrawn from the Certificate
Account and credited to a separate escrow account for the benefit
of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders and the
Owner of the Excess Spread.
(a) Concurrently with each distribution charged to the
Certificate Account and with respect to each Distribution Date
the
Master Servicer shall forward to the Trustee and the Trustee
shall
forward by mail to each Holder, the Owner of the Excess Spread
and
the Company a statement setting forth the following information
as
to the Excess Spread and each Class of Certificates to the extent
applicable:
(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;
(xiv) the Senior Accelerated Distribution
Percentage applicable to such distribution;
(xv) the Senior Percentage for such Distribution
Date;
(xvi) the aggregate amount of Realized Losses
for such Distribution Date;
(xvii) the aggregate amount of any recoveries on
previously foreclosed loans from Sellers due to a breach of
representation or warranty;
(xviii) the weighted average remaining term to
maturity of the Mortgage Loans after giving effect to the
amounts distributed on such Distribution Date; and
(xix) the weighted average Mortgage Rates of the
Mortgage Loans after giving effect to the amounts
distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and
(ii) above, the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 denomination. In addition to the
statement provided to the Trustee as set forth in this Section
4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon
reasonable request, such additional information as is reasonably
obtainable by the Master Servicer at no additional expense to the
Master Servicer.
(b) Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare, or cause
to
be prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Owner of
the Excess Spread or the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set
forth in clauses (i) and (ii) of subsection (a) above aggregated
for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the
extent that substantially comparable information shall be
provided
by the Master Servicer pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of
each calendar year, the Master Servicer shall prepare, or cause
to
be prepared, and shall forward, or cause to be forwarded, to each
Person who at any time during the calendar year was the Holder of
a Class R Certificate, a statement containing the applicable
distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class R Certificate.
Such obligation of the Master Servicer 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-5 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-5 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-5 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-5 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-5
Certificates), Class M, Class B and Class R Certificates on a pro
rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro
rata basis" among two or more specified Classes of Certificates
and the Excess Spread means an allocation on a pro rata basis,
among the various Classes so specified and the Excess Spread, to
each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect
to distributions to be made on such Distribution Date in the case
of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon or amount of Excess Spread
payable on such Distribution Date (without regard to any
Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the
following sentence, any allocation of the principal portion of
Realized Losses (other than Debt Service Reductions) to a Class
of
Certificates shall be made by reducing the Certificate Principal
Balance thereof by the amount so allocated, which allocation
shall
be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other
than
Debt Service Reductions) to the Class B Certificates or, after
the
Certificate Principal Balances of the Class B 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.
ARTICLE V
THE CERTIFICATES AND EXCESS SPREAD
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R
Certificates, respectively, shall be substantially in the forms
set forth in Exhibits A, B, C and D and shall, on original issue,
be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians
of the documents specified in Section 2.01. The Certificates,
other than the Class R Certificates, shall be issuable in minimum
dollar denominations of $25,000 (or $250,000 in the case of the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates) and integral multiples of $1 (in the case of the
Class A-1, Class A-2, Class A-3, Class A-4 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-5, 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-5 $ 25,143.79
Class M-1 $ 25,200.00
Class M-2 $250,100.00
Class M-3 $250,100.00
Class B-1 $250,100.00
Class B-3 $250,969.55
The Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest;
provided, however, that one Class R Certificate will be issuable
to Residential Funding as "tax matters person" pursuant to
Section
10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
The Certificates shall be executed by manual or facsimile
signature on behalf of an authorized officer of the Trustee.
Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the
Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this
Agreement,
or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the
form provided for herein executed by the Certificate Registrar by
manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder.
All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-5
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-5 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 M, Class B or Class R Certificate, upon satisfaction of the
conditions set forth below, the Trustee shall execute and the
Certificate Registrar shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new
Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates
may be exchanged for other Certificates of authorized
denominations of a like Class and aggregate Percentage Interest,
upon surrender of the Certificates to be exchanged at any such
office or agency. Whenever any Certificates are so surrendered
for exchange the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver the Certificates of such
Class which the Certificateholder making the exchange is entitled
to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by
a
written instrument of transfer in form satisfactory to the
Trustee
and the Certificate Registrar duly executed by, the Holder
thereof
or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a
Class B Certificate shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any
applicable state securities laws or is made in accordance with
said Act and laws. Except as provided in Section 5.02(e), in the
event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of
Counsel acceptable to and in form and substance satisfactory to
the Trustee and the Company that such transfer may be made
pursuant to an exemption, describing the applicable exemption and
the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not
be an expense of the Trustee, the Company or the Master Servicer
and (B) the Trustee shall require the transferee to execute a
representation letter, substantially in the form of Exhibit J
hereto, and the Trustee shall require the transferor to execute a
representation letter, substantially in the form of Exhibit K
hereto, each acceptable to and in form and substance satisfactory
to the Company and the Trustee certifying to the Company and the
Trustee the facts surrounding such transfer, which representation
letters shall not be an expense of the Trustee, the Company or
the
Master Servicer or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company
and the Master Servicer with an investment letter substantially
in
the form of Exhibit L attached hereto (or such other form as the
Company in its sole discretion deems acceptable), which
investment
letter shall not be an expense of the Trustee, the Company or the
Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional
buyer" as defined under Rule 144A, acting for its own account or
the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (B) is aware that the proposed transferor
intends to rely on the exemption from registration requirements
under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any
such transfer, sale, pledge or other disposition shall, and does
hereby agree to, indemnify the Trustee, the Company, the Master
Servicer and the Certificate Registrar against any liability that
may result if the transfer, sale, pledge or other disposition is
not so exempt or is not made in accordance with such federal and
state laws.
(e) In the case of any Class M, Class B or Class R
Certificate presented for registration in the name of 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 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.
(f) (i) Each Person who has or who acquires any Ownership
Interest in a Class R Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee or its designee under clause
(iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of transfer
and to do all other things necessary in connection with any such
sale. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following
provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee
shall require delivery to it, and shall not register the
Transfer of any Class R Certificate until its receipt of,
(I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from
the proposed Transferee, in form and substance satisfactory
to the Master Servicer, representing and warranting, among
other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as
a nominee, trustee or agent for any Person who is not a
Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will
endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(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) subject to Section 10.01(f), a certificate of
the Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance
satisfactory to the Master Servicer, to the effect that such
modification, addition to or absence of such provisions will
not cause the Trust Fund to cease to qualify as a REMIC and
will not cause (x) the Trust Fund to be subject to an
entity-level tax caused by the Transfer of any Class R
Certificate to a Person that is a Disqualified Organization
or (y) a Certificateholder or another Person to be subject
to a REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or
exchange of Certificates of any Class, but the Trustee may
require
payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or
exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange
shall be destroyed by the Certificate Registrar.
(i) So long as the Excess Spread remains uncertificated,
no transfer, sale, pledge or other disposition thereof shall be
made by Residential Funding.
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 the Trust
Fund as a REMIC under the REMIC Provisions and (subject to
Section
10.01(f)) to prevent the imposition of any federal, state or
local
income, prohibited transaction, contribution or other tax on the
Trust Fund to the extent that maintaining such status and
avoiding
such taxes are reasonably within the control of the Trustee and
are reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct;
provided, however, that:
(i) Prior to the occurrence of an Event of
Default, and after the curing or waiver of all such Events
of Default which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the
express provisions of this Agreement, the Trustee shall not
be liable except 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 (subject to 10.01(f)) it shall have obtained or been
furnished with an Opinion of Counsel to the effect that such
contribution will not (i) cause the Trust Fund to fail to qualify
as a REMIC at any time that any Certificates are outstanding or
(ii) cause the Trust Fund to be subject to any federal tax as a
result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section
860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or
Mortgage Loans.
The recitals contained herein and in the Certificates (other
than the execution of the Certificates and relating to the
acceptance and receipt of the Mortgage Loans) shall be taken as
the statements of the Company or the Master Servicer as the case
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 One North State Street, 9th Floor, Chicago,
Illinois 60602 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 the Trust Fund as a
REMIC.
The right of the Master Servicer or the Company to purchase
all the assets of the Trust Fund pursuant to clause (ii) above is
conditioned upon the Pool Stated Principal Balance as of the
Final
Distribution Date being less than ten percent of the Cut-off Date
Principal Balance of the Mortgage Loans. If such right is
exercised by the Master Servicer, the Master Servicer shall be
deemed to have been reimbursed for the full amount of any
unreimbursed Advances theretofore made by it with respect to the
Mortgage Loans. In addition, the Master Servicer or the Company,
as applicable, shall provide to the Trustee the certification
required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the
Master Servicer or the Company, as applicable, the Mortgage Files
pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final
distribution as a result of the exercise by the Company of its
right to purchase the assets of the Trust Fund, the Company shall
give the Trustee not less than 60 days' prior notice of the
Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made
to Certificateholders and the Owner of the Excess Spread (whether
as a result of the exercise by the Master Servicer or the Company
of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the
anticipated
Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the
Trustee
(if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the
Master Servicer or the Company, as applicable (if it is
exercising
its right to purchase the assets of the Trust Fund), or by the
Trustee (in any other case) by letter to the Certificateholders
and the Owner of the Excess Spread mailed not earlier than the
15th day and not later than the 25th day of the month next
preceding the month of such final distribution specifying:
(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. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with
the following additional requirements, unless (subject to Section
10.01(f)) the Trustee and the Master Servicer have received an
Opinion of Counsel (which Opinion of Counsel shall not be an
expense of the Trustee) to the effect that the failure of the
Trust Fund to comply with the requirements of this Section 9.02
will not (i) result in the imposition on the Trust Fund of taxes
on "prohibited transactions," as described in Section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC
at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-
day liquidation period for the Trust Fund and specify the
first day of such period in a statement attached to the
Trust Fund's final Tax Return pursuant to Treasury
regulations Section 1.860F-1. The Master Servicer also
shall satisfy all of the requirements of a qualified
liquidation for the Trust Fund under Section 860F of the
Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at
the commencement of such 90-day liquidation period and, at
or prior to the time of making of the final payment on the
Certificates, the Trustee shall sell or otherwise dispose of
all of the remaining assets of the Trust Fund in accordance
with the terms hereof; and
(iii) If the Master Servicer or the Company is
exercising its right to purchase the assets of the Trust
Fund, the Master Servicer shall, during the 90-day
liquidation period and at or prior to the Final Distribution
Date, purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter
ends after the commencement of the 90-day liquidation period
but prior to the Final Distribution Date, the Master
Servicer or the Company shall not purchase any of the assets
of the Trust Fund prior to the close of that calendar
quarter.
(b) Each Holder of a Certificate and the Trustee hereby
irrevocably approves and appoints the Master Servicer as its
attorney-in-fact to adopt a plan of complete liquidation for the
Trust Fund at the expense of the Trust Fund in accordance with
the
terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01 REMIC Administration.
(a) The REMIC Administrator shall make an election
to treat the Trust Fund as a REMIC under the Code and, if
necessary, under applicable state law. Such election will be
made
on Form 1066 or other appropriate federal tax or information
return (including Form 8811) or any appropriate state return for
the taxable year ending on the last day of the calendar year in
which the Certificates are issued. For the purposes of the REMIC
election in respect of the Trust Fund, the Class A, Class M and
Class B Certificates and the Excess Spread shall be designated as
the "regular interests" and the Class R Certificates shall be
designated as the sole class of "residual interests" in the
REMIC.
The REMIC Administrator and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G
of
the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the
"startup day" of the Trust Fund within the meaning of Section
860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R
Certificate representing a 0.01% Percentage Interest of the Class
R Certificates and shall be designated as "the tax matters
person"
with respect to the REMIC in the manner provided under Treasury
regulations section 1.860F-4(d) and temporary Treasury
regulations
section 301.6231(a)(7)-1T. Residential Funding, as tax matters
person, shall (i) act on behalf of the REMIC in relation to any
tax matter or controversy involving the Trust Fund and (ii)
represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any
governmental
taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting
therefrom
shall be expenses of the Trust Fund and the REMIC Administrator
shall be entitled to reimbursement therefor out of amounts
attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 unless such legal expenses
and
costs are incurred by reason of the REMIC Administrator's willful
misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its
option the REMIC Administrator may continue its duties as REMIC
Administrator and shall be paid reasonable compensation by any
successor Master Servicer hereunder for so acting as the REMIC
Administrator.
(d) The REMIC Administrator shall prepare or cause
to be prepared all of the Tax Returns that it determines are
required with respect to the REMIC created hereunder and deliver
such Tax Returns in a timely manner to the Trustee and the
Trustee
shall sign and file such Tax Returns in a timely manner. The
expenses of preparing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The
REMIC Administrator agrees to indemnify and hold harmless the
Trustee with respect to any tax or liability arising from the
Trustee's signing of Tax Returns that contain errors or
omissions.
The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator
may
from time to time request for the purpose of enabling the REMIC
Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any
Transferor of a Class R Certificate such information as is
necessary for the application of any tax relating to the transfer
of a Class R Certificate to any Person who is not a Permitted
Transferee, (ii) to the Trustee and the Trustee shall forward to
the Certificateholders such information or reports as are
required
by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) to the Internal
Revenue Service the name, title, address and telephone number of
the person who will serve as the representative of the REMIC.
(f) The Master Servicer and the REMIC Administrator
shall take such actions and shall cause the REMIC created
hereunder to take such actions as are reasonably within the
Master
Servicer's or the REMIC Administrator's control and the scope of
its duties more specifically set forth herein as shall be
necessary or desirable to maintain the status thereof as a REMIC
under the REMIC Provisions (and the Trustee shall assist the
Master Servicer and the REMIC Administrator, to the extent
reason-
ably requested by the Master Servicer and the REMIC Administrator
to do so). In performing their duties more specifically set
forth
herein, the Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken)
any action reasonably within their respective control that, under
the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but
not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code) (either such
event, in the absence of an Opinion of Counsel or the
indemnification referred to in this sentence, an "Adverse REMIC
Event") unless the Master Servicer or the REMIC Administrator, as
applicable, has received an Opinion of Counsel (at the expense of
the party seeking to take such action or, if such party fails to
pay such expense, and the Master Servicer or the REMIC
Administrator, as applicable, determines that taking such action
is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer, the REMIC
Administrator or the Trustee) to the effect that the contemplated
action will not, with respect to the REMIC created hereunder,
endanger such status or, unless the Master Servicer, the REMIC
Administrator or both, as applicable, determine in its or their
sole discretion to indemnify the Trust Fund against the
imposition
of such a tax, result in the imposition of such a tax. Wherever
in this Agreement a contemplated action may not be taken because
the timing of such action might result in the imposition of a tax
on the Trust Fund, or may only be taken pursuant to an Opinion of
Counsel that such action would not impose a tax on the Trust
Fund,
such action may nontheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that
might be imposed on the Trust Fund has been given and that all
other preconditions to the taking of such action have been
satisfied. The Trustee shall not take or fail to take any action
(whether or not authorized hereunder) as to which the Master
Servicer or the REMIC Administrator, as applicable, has advised
it
in writing that it has received an Opinion of Counsel to the
effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with
respect
to the REMIC or its assets, or causing the REMIC to take any
action, which is not expressly permitted under the terms of this
Agreement, the Trustee will consult with the Master Servicer or
the REMIC Administrator, as applicable, or its designee, in
writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to the REMIC and the
Trustee shall not take any such action or cause the REMIC to take
any such action as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer or the
REMIC
Administrator, as applicable, may consult with counsel to make
such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this
Agreement, but in no event at the expense of the Master Servicer
or the REMIC Administrator. At all times as may be required by
the Code, the Master Servicer will to the extent within its
control and the scope of its duties more specifically set forth
herein, maintain substantially all of the assets of the REMIC as
"qualified mortgages" as defined in Section 860G(a)(3) of the
Code
and "permitted investments" as defined in Section 860G(a)(5) of
the Code.
(g) In the event that any tax is imposed on
"prohibited transactions" of the REMIC created hereunder as
defined in Section 860F(a)(2) of the Code, on "net income from
foreclosure property" of the REMIC as defined in Section 860G(c)
of the Code, on any contributions to the REMIC after the Startup
Day therefor pursuant to Section 860G(d) of the Code, or any
other
tax is imposed by the Code or any applicable provisions of state
or local tax laws, such tax shall be charged (i) to the Master
Servicer, if such tax arises out of or results from a breach by
the Master Servicer of any of its obligations under this
Agreement
or the Master Servicer has in its sole discretion determined to
indemnify the Trust Fund against such tax, (ii) to the Trustee,
if
such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Article X, or (iii) otherwise
against amounts on deposit in the Custodial Account as provided
by
Section 3.10 and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in
reduction of the Accrued Certificate Interest on each Class
entitled thereto in the same manner as if such taxes constituted
a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for
federal income tax purposes, maintain books and records with
respect to the REMIC on a calendar year and on an accrual basis
or
as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Master
Servicer nor the Trustee shall accept any contributions of assets
to the REMIC unless (subject to Section 10.01(f)) the Master
Servicer and the Trustee shall have received an Opinion of
Counsel
(at the expense of the party seeking to make such contribution)
to
the effect that the inclusion of such assets in the REMIC will
not
cause the REMIC to fail to qualify as a REMIC at any time that
any
Certificates are outstanding or subject the REMIC to any tax
under
the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee
shall (subject to Section 10.01(f)) enter into any arrangement by
which the REMIC will receive a fee or other compensation for
services nor permit the REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3)
of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" by which the Certificate Principal
Balance
of each Class of Certificates representing a regular interest in
the REMIC would be reduced to zero is March 25, 2011, which is
the
Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC
Administrator shall prepare and file with the Internal Revenue
Service Form 8811, "Information Return for Real Estate Mortgage
Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer
shall sell, dispose of or substitute for any of the Mortgage
Loans
(except in connection with (i) the default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the
termination of the REMIC pursuant to Article IX of this Agreement
or (iv) a purchase of Mortgage Loans pursuant to Article II or
III
of this Agreement) nor acquire any assets for the REMIC, nor sell
or dispose of any investments in the Custodial Account or the
Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of
Counsel that such sale, disposition, substitution or acquisition
will not (a) affect adversely the status of the REMIC as a REMIC
or (b) unless the Master Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause
the
REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund,
the Company, the REMIC Administrator and the Master Servicer for
any taxes and costs including, without limitation, any reasonable
attorneys fees imposed on or incurred by the Trust Fund, the
Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the
Trust Fund, the Company, the Master Servicer and the Trustee for
any taxes and costs (including, without limitation, any
reasonable
attorneys' fees) imposed on or incurred by the Trust Fund, the
Company, the Master Servicer or the Trustee, as a result of a
breach of the REMIC Administrator's covenants set forth in this
Article X with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the REMIC
Administrator that contain errors or omissions; provided,
however,
that such liability will not be imposed to the extent such breach
is a result of an error or omission in information provided to
the
REMIC Administrator by the Master Servicer in which case Section
10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the
Trust Fund, the Company, the REMIC Administrator and the Trustee
for any taxes and costs (including, without limitation, any
reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a breach of the
Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions,
including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master
Servicer
that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be
amended from time to time by the Company, the Master Servicer and
the Trustee, without the consent of any of the
Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein
or therein, which may be inconsistent with any other
provisions herein or therein or to correct any error,
(iii) to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or desirable
to maintain the qualification of the Trust Fund as a REMIC
at all times that any Certificate is outstanding or to avoid
or minimize the risk of the imposition of any tax on the
Trust Fund pursuant to the Code that would be a claim
against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the
imposition of any such tax and (B) such action will not
adversely affect in any material respect the interests of
any Certificateholder,
(iv) to change the timing and/or nature of deposits
into the Custodial Account or the Certificate Account or to
change the name in which the Custodial Account is
maintained, provided that (A) the Certificate Account
Deposit Date shall in no event be later than the related
Distribution Date, (B) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material
respect the interests of any Certificateholder and (C) such
change shall not result in a reduction of the rating
assigned to any Class of Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of
Section 5.02(f) or any other provision hereof restricting
transfer of the Class R Certificates by virtue of their
being the "residual interests" in the REMIC provided that
(A) such change shall not result in reduction of the rating
assigned to any such Class of Certificates below the lower
of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a
letter from each Rating Agency to such effect, and (B) such
change shall not (subject to Section 10.01(f)), as evidenced
by an Opinion of Counsel (at the expense of the party
seeking so to modify, eliminate or add such provisions),
cause the Trust Fund or any of the Certificateholders (other
than the transferor) to be subject to a federal tax caused
by a transfer to a Person that is not a Permitted
Transferee,
(vi) to provide for the Excess Spread to be
certificated and designated as a Class A Certificate, or
(vii) to make any other provisions with respect to
matters or questions arising under this Agreement or such
Custodial Agreement which shall not be materially
inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be
amended from time to time by the Company, the Master Servicer and
the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage
Interests of each Class of Certificates affected thereby and the
Owner of the Excess Spread, if affected thereby, for the purpose
of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such
Custodial Agreement or of modifying in any manner the rights of
the Holders of Certificates of such Class or of the Excess
Spread;
provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or
delay the timing of, payments which are required to be
distributed on any Certificate or the Excess Spread without
the consent of the Holder of such Certificate or the Owner
of the Excess Spread,
(ii) reduce the aforesaid percentage of Certificates
of any Class the Holders of which are required to consent to
any such amendment, in any such case without the consent of
the Holders of all Certificates of such Class then
outstanding.
(c) Notwithstanding any contrary provision of this
Agreement, the Trustee shall not consent to any amendment to this
Agreement unless it shall have first received an Opinion of
Counsel (subject to Section 10.01(f) and at the expense of the
party seeking such amendment) to the effect that such amendment
or
the exercise of any power granted to the Master Servicer, the
Company or the Trustee in accordance with such amendment will not
result in the imposition of a federal tax on the Trust Fund or
cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the
Trustee shall furnish written notification of the substance of
such amendment to each Certificateholder and the Owner of the
Excess Spread. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the
particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders
shall
be subject to such reasonable regulations as the Trustee may
prescribe.
(e) The Company shall have the option, in its sole
discretion, to obtain and deliver to the Trustee any corporate
guaranty, payment obligation, irrevocable letter of credit,
surety
bond, insurance policy or similar instrument or a reserve fund,
or
any combination of the foregoing, for the purpose of protecting
the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund
shall be held by the Trustee for the benefit of the Class B
Certificateholders, but shall not be and shall not be deemed to
be
under any circumstances included in the Trust Fund. To the
extent
that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established
shall be an outside reserve fund and not an asset of the Trust
Fund, (ii) any such reserve fund shall be owned by the Company,
and (iii) amounts transferred by the Trust Fund to any such
reserve fund shall be treated as amounts distributed by the Trust
Fund to the Company or any successor, all within the meaning of
Treasury Regulations Section 1.860G-2(h) as it reads as of the
Cut-off Date. In connection with the provision of any such
instrument or fund, this Agreement and any provision hereof may
be
modified, added to, deleted or otherwise amended in any manner
that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be
made
by written instrument executed or consented to by the Company but
without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required
unless any such amendment would impose any additional obligation
on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as
applicable; provided that the Company obtains (subject to Section
10.01(f)) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that any such amendment will
not cause (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on
"prohibited transactions" under Section 860F(a)(1) of the Code or
on "contributions after the startup date" under Section
860G(d)(1)
of the Code and (b) the Trust Fund to fail to qualify as a REMIC
at any time that any Certificate is outstanding. In the event
that the Company elects to provide such coverage in the form of a
limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such
amendment
to this Agreement shall be substantially in the form attached
hereto as Exhibit M (in which case Residential Funding's
Subordinate Certificate Loss Obligation as described in such
exhibit shall be established by Residential Funding's consent to
such amendment) and that the limited guaranty shall be executed
in
the form attached hereto as Exhibit N, with such changes as 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:
Bond Administration Team Leader or such other address as may be
hereafter furnished to the Company and the Trustee by the Master
Servicer in writing, (c) in the case of the Trustee, One North
State Street, 9th Floor, Chicago, Illinois 60602, Attention:
Residential Funding Corporation Series 1996-S8 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: Randy Van Zee
Title: Vice President
Attest:
Name:
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name:
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 1996 before me, a notary
public in and for said State, personally appeared Randy Van Zee,
known to me to be a Vice President of Residential Funding
Mortgage
Securities I, Inc., one of the corporations that executed the
within
instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate
first
above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of March, 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]
STATE OF )
) ss.:
COUNTY OF )
On the 28th day of March, 1996 before me, a notary
public in and for said State, personally appeared
________________,
known to me to be a ______________ of The First National Bank of
Chicago, 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 MARCH 28, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE
HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000]
[$100,000]
OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], 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. ____ 6.75% Pass-Through Rate
Class A-__ Senior
Date of Pooling and Servicing
Agreement and Cut-off Date: [Percentage Interest:
___%]
March 1, 1996
Aggregate [Initial
Certificate Principal
Balance] of the Class A-__
Certificates:
First Distribution Date:
April 25, 1996
Master Servicer: [Initial] [Certificate
Principal
Residential Funding Balance] of this
Corporation Certificate: $_____________]
Assumed Final
Distribution Date: CUSIP 760944-_____
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1996-S8
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 The First National Bank of
Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the
extent
not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of
the
Agreement, to which Agreement the Holder of this Certificate by
virtue of the acceptance hereof assents and by which such Holder
is
bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount [(of interest and principal, if any)]
required to be distributed to Holders of Class A-__ Certificates
on
such Distribution Date.
Distributions on this Certificate will be made either by
the Master Servicer acting on behalf of the Trustee or by a
Paying
Agent appointed by the Trustee in immediately available funds (by
wire transfer or otherwise) for the account of the Person
entitled
thereto if such Person shall have so notified the Master Servicer
or
such Paying Agent, or by check mailed to the address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. [The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and any
Realized
Losses allocable hereto.]
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
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: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
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 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
MARCH 28, 1996. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 250%
OF
THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED
UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD
PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
Certificate No. ___ 6.75% Pass-Through
Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M
Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
March 1, 1996 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
April 25, 1996
CUSIP: 760944-_____
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
March 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S8
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 The First
National Bank of Chicago, 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: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
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 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 MARCH 28, 1996. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED
IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED
WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____
PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER
THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
Certificate No. __ 6.75 % Pass-Through
Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
March 1, 1996
Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
April 25, 1996
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
March 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S8
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 The First National Bank of Chicago, 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: THE FIRST NATIONAL BANK OF
CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to
in the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
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. ___ 6.75% Pass-Through
Rate
Class R Senior Aggregate Initial
Certificate Principal
Balance of the Class
R Certificates:
Date of Pooling and Servicing $100.00
Agreement and Cut-off Date:
March 1, 1996 Initial Certificate
Principal
Balance of this
Certificate:
First Distribution Date: $_______________
April 25, 1996
Percentage Interest:
Master Servicer: _______%
Residential Funding Corporation
CUSIP 760944-_____
Assumed Final Distribution Date:
March 25, 2011
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1996-S8
evidencing a percentage interest in any distributions
allocable to the Class R Certificates with respect to a
Trust Fund consisting primarily of a pool of conventional
one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of
the Trust Fund, and does not represent an obligation of or
interest
in Residential Funding Mortgage Securities I, Inc., the Master
Servicer, the Trustee referred to below or GMAC Mortgage
Corporation
or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee or
GMAC Mortgage Corporation or any of their affiliates. None of
the
Company, the Master Servicer, GMAC Mortgage Corporation or any of
their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from
payments
on the Certificates.
This certifies that _________________________ is the
registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the Initial Certificate
Principal
Balance of this Certificate by the aggregate Initial Certificate
Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to a Trust Fund,
consisting primarily of a pool of conventional one- to
four-family
fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I,
Inc.
(hereinafter called the "Company," which term includes any
successor
entity under the Agreement referred to below). The Trust Fund
was
created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein,
the
capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to
the
terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the
acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution
will be made on the 25th day of each month or, if such 25th day
is
not a Business Day, the Business Day immediately following (the
"Distribution Date"), commencing as described in the Agreement,
to
the Person in whose name this Certificate is registered at the
close
of business on the last day (or if such last day is not a
Business
Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the
"Record Date"), from the Available Distribution Amount in an
amount
equal to the product of the Percentage Interest evidenced by this
Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class R Certificates on
such Distribution Date.
Each Holder of this Certificate will be deemed to have
agreed to be bound by the restrictions set forth in the Agreement
to
the effect that (i) each person holding or acquiring any
Ownership
Interest in this Certificate must be a United States Person and a
Permitted Transferee, (ii) the transfer of any Ownership Interest
in
this Certificate will be conditioned upon the delivery to the
Trustee of, among other things, an affidavit to the effect that
it
is a United States Person and Permitted Transferee, (iii) any
attempted or purported transfer of any Ownership Interest in this
Certificate in violation of such restrictions will be absolutely
null and void and will vest no rights in the purported
transferee,
and (iv) if any person other than a United States Person and a
Permitted Transferee acquires any Ownership Interest in this
Certificate in violation of such restrictions, then the Company
will
have the right, in its sole discretion and without notice to the
Holder of this Certificate, to sell this Certificate to a
purchaser
selected by the Company, which purchaser may be the Company, or
any
affiliate of the Company, on such terms and conditions as the
Company may choose.
Notwithstanding the above, the final distribution on
this Certificate will be made after due notice of the pendency of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced
to
the extent of distributions allocable to principal and any
Realized
Losses allocable hereto. Notwithstanding the reduction of the
Certificate Principal Balance hereof to zero, this Certificate
will
remain outstanding under the Agreement and the Holder hereof may
have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain
additional
distributions hereon, in accordance with the terms and provisions
of
the Agreement.
This Certificate is one of a duly authorized issue of
Certificates issued in several Classes designated as Mortgage
Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth herein and in the Agreement.
In
the event Master Servicer funds are advanced with respect to any
Mortgage Loan, such advance is reimbursable to the Master
Servicer,
to the extent provided in the Agreement, from related recoveries
on
such Mortgage Loan or from other cash that would have been
distributable to Certificateholders.
As provided in the Agreement, withdrawals from the
Custodial Account and/or the Certificate Account created for the
benefit of Certificateholders may be made by the Master Servicer
from time to time for purposes other than distributions to
Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances
made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein
provided, the amendment of the Agreement and the modification of
the
rights and obligations of the Company, the Master Servicer and
the
Trustee and the rights of the Certificateholders under the
Agreement
at any time by the Company, the Master Servicer and the Trustee
with
the consent of the Holders of Certificates evidencing in the
aggregate not less than 66% of the Percentage Interests of each
Class of Certificates affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on
such
Holder and upon all future holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange
herefor
or in lieu hereof whether or not notation of such consent is made
upon the Certificate. The Agreement also permits the amendment
thereof in certain circumstances without the consent of the
Holders
of any of the Certificates and, in certain additional
circumstances,
without the consent of the Holders of certain Classes of
Certificates.
As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate
is
registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or
agencies
appointed by the Trustee in the City and State of New York, duly
endorsed by, or accompanied by an assignment in the form below or
other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized
denominations
evidencing the same Class and aggregate Percentage Interest will
be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered
Certificates without coupons in Classes and in denominations
specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates
are
exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge
payable
in connection therewith.
The Company, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Company, the Master
Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master
Servicer, the Trustee nor any such agent shall be affected by
notice
to the contrary.
This Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of
the Certificates and the Trust Fund created thereby shall
terminate
upon the payment to Certificateholders of all amounts held by or
on
behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the
disposition of all property acquired upon foreclosure or deed in
lieu of foreclosure of any Mortgage Loan and (ii) the purchase by
the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of
such Mortgage Loans, thereby effecting early retirement of the
Certificates. The Agreement permits, but does not require, the
Master Servicer or the Company to (i) purchase at a price
determined
as provided in the Agreement all remaining Mortgage Loans and all
property acquired in respect of any Mortgage Loan or (ii)
purchase
in whole, but not in part, all of the Certificates from the
Holders
thereof; provided, that any such option may only be exercised if
the
Pool Stated Principal Balance of the Mortgage Loans as of the
Distribution Date upon which the proceeds of any such purchase
are
distributed is less than ten percent of the Cut-off Date
Principal
Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of
this Certificate set forth on the reverse hereof, which further
provisions shall for all purpose have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this
Certificate shall not be entitled to any benefit under the
Agreement
or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be duly executed.
Dated: THE FIRST NATIONAL BANK OF
CHICAGO
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in
the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF
CHICAGO,
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 March 1, 1996,
by
and among THE FIRST NATIONAL BANK OF CHICAGO, 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 March 1, 1996, relating to the issuance of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates,
Series 1996-S8 (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: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation
Series 1996-S8
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 28th day of March, 1996, before me, a notary
public in and for said State, personally appeared
_______________________, known to me to be a Vice President of
The
First National Bank of Chicago, 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 28th day of March, 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 28th day of March, 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 28th day of March, 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
March 28, 1996
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
Re: Custodial Agreement dated as of March 1, 1996,
by and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1996-S8
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
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
Re: Custodial Agreement dated as of March 1, 1996,
by and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1996-S8
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
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
Re: Custodial Agreement dated as of March 1, 1996,
by and among The First National Bank of Chicago,
Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage
Pass-Through Certificates, Series 1996-S8
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 : 03/14/96 RFC DISCLOSURE SYSTEM
RFFSD177-01
AT : 06.26.54 FIXED RATE LOAN LISTING
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S8
CUTOFF : 03/01/96
POOL : 0004200
:
:
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 #
_________________________________________________________________
_____________
1420634 747/747 F 170,000.00
T
PARENTEAU WILLIAM W 180 168,579.41
1
28749 MEGAN DR 8.500 1,674.06
62
8.250 1,674.06
275,000.00
BONITA SPRINGS FL 33923 1 12/05/95
00
172754 03 02/01/96
0
172754 O 01/01/11
0
1420834 491/491 F 250,000.00
ZZ
KAPTEYN JOHN 180 243,392.56
1
2309 SW 1ST AVENUE UNIT 1942 8.125 2,407.21
64
7.875 2,407.21
395,000.00
PORTLAND OR 97201 1 05/18/95
00
4724402 06 07/01/95
0
4724402 O 06/01/10
0
1441807 070/728 F 162,500.00
ZZ
SANDERS JOHNNY W 180 158,999.50
1
1429 OAK VALE COURT 7.500 1,506.40
65
7.250 1,506.40
250,000.00
MOBILE AL 36609 5 07/26/95
00
0380224502 05 09/01/95
0
4683831 O 08/01/10
0
1444334 334/728 F 300,000.00
ZZ
UDVARE JOSEPH B 180 294,824.17
1
2716 SHELL STREET 8.250 2,910.43
60
8.000 2,910.43
500,000.00
CORONA DEL MAR CA 92625 1 08/07/95
00
0380217423 05 10/01/95
0
1
968921 O 09/01/10
0
1447676 526/728 F 650,000.00
ZZ
COPP CLIFFORD C 180 644,264.61
1
5835 WEST 167TH STREET 7.875 6,164.93
72
7.625 6,164.93
905,000.00
STILWELL KS 66085 4 11/17/95
00
0380348855 05 01/01/96
0
4795MR35 O 12/01/10
0
1448773 447/447 F 400,000.00
ZZ
WEIL III ADOLPH 180 390,533.77
1
3200 COLLINE CLOSE 8.000 3,822.61
41
7.750 3,822.61
995,000.00
MONTGOMERY AL 36117 2 06/16/95
00
3121619 05 08/01/95
0
3121619 O 07/01/10
0
1448928 447/447 F 242,000.00
ZZ
ROBINSON JR EARL D 180 237,687.03
1
2859 BRIARFIELD LANE 7.875 2,295.25
78
7.625 2,295.25
313,000.00
MOBILE AL 36693 1 08/09/95
00
3251332 03 10/01/95
0
3251332 O 09/01/10
0
1448932 447/447 F 812,500.00
ZZ
SELIGMAN SCOTT J 180 756,507.65
1
20 VISTA REDONDA 7.875 7,706.16
65
7.625 7,706.16
1,250,000.00
TESUGUE NM 87574 1 04/29/94
00
3253682 03 06/01/94
0
3253682 O 05/01/09
0
1451578 731/728 F 698,000.00
ZZ
MOURNING DAVID B 180 696,027.17
1
65 WELLINGTON AVENUE 8.250 6,771.58
59
8.000 6,771.58
1,200,000.00
ROSS CA 94957 2 01/10/96
00
0380331844 05 03/01/96
0
111851107 O 02/01/11
0
1
1455022 A83/728 F 51,000.00
ZZ
GREATHOUSE JO A 180 50,574.09
1
464 ANSLEY BROOK DRIVE 8.500 502.22
51
8.250 502.22
101,000.00
LAWRENCEVILLE GA 30244 2 11/20/95
00
0380327677 05 01/01/96
0
118531 O 12/01/10
0
1459311 526/728 F 414,750.00
T
HARGROVE WILLIAM K 180 413,538.10
1
1100 S. MEYERSVILLE ROAD 7.875 3,933.70
75
7.625 3,933.70
553,000.00
CHAPPELL HILL TX 77426 4 01/26/96
00
0380350570 05 03/01/96
0
00081921 O 02/01/11
0
1460077 638/728 F 120,000.00
ZZ
GUERRERA ANTHONY 180 119,256.88
1
6 SECOND STREET 7.250 1,095.44
65
7.000 1,095.44
185,000.00
HILLSBOROUGH NJ 08821 1 12/29/95
00
0380339748 05 02/01/96
0
8525100 O 01/01/11
0
1460310 769/728 F 600,000.00
ZZ
DEFELICE JOSEPH J 180 596,482.09
1
15 PHEASANT RUN 7.875 5,690.70
60
7.625 5,690.70
1,000,000.00
BOONTON NJ 07005 1 12/14/95
00
0380322025 05 02/01/96
0
0000 O 01/01/11
0
1460602 637/728 F 500,000.00
T
MANAFORT PAUL 180 498,555.07
1
194 JOBS LANE 8.000 4,778.26
28
7.750 4,778.26
1,800,000.00
BRIDGEHAMPTON NY 11932 2 01/19/96
00
0380350919 05 03/01/96
0
4736278 O 02/01/11
0
1460827 694/728 F 123,500.00
T
REINHARDT GARY E 180 123,500.00
1
44 CHICKADEE COURT 7.625 1,153.65
53
7.375 1,153.65
235,000.00
1
BRACEY VA 23919 2 02/15/96
00
0380360652 03 04/01/96
0
442705973 O 03/01/11
0
1461972 180/728 F 120,000.00
ZZ
JEON AUSTIN C 180 114,901.70
1
9449 FOOTHILLS DRIVE 7.875 1,138.14
39
7.625 1,138.14
312,922.00
BRENTWOOD TN 37027 1 11/28/95
00
0380312240 03 01/01/96
0
3428257 O 12/01/10
0
1462030 070/728 F 400,000.00
ZZ
RICE III H G 180 396,353.15
1
2 MONTROSE CIRCLE 7.500 3,708.05
63
7.250 3,708.05
636,000.00
BIRMINGHAM AL 35213 2 11/20/95
00
0380306606 05 01/01/96
0
7170592 O 12/01/10
0
1462427 638/728 F 229,000.00
T
MALLON CHARLES C 180 227,729.58
1
259 FAWN COURT 8.500 2,255.05
78
8.250 2,255.05
295,000.00
SILVERTHORNE CO 80498 2 12/22/95
00
0380328170 05 02/01/96
0
8530723 O 01/01/11
0
1462890 975/728 F 300,000.00
ZZ
SHIMIZU TERUO 180 299,103.86
1
20608 CRESTLINE DRIVE 7.625 2,802.39
74
7.375 2,802.39
405,990.00
DIAMOND BAR ARE CA 91765 1 01/17/96
00
0380339664 03 03/01/96
0
952809 O 02/01/11
0
1462909 131/728 F 240,000.00
ZZ
PETERSON NEIL W 180 238,529.86
1
9640 XYLON AVENUE SOUTH 7.375 2,207.82
75
7.125 2,207.82
320,000.00
BLOOMINGTON MN 55438 2 12/29/95
00
0380342791 05 02/01/96
0
NA O 01/01/11
0
1
1462927 635/635 F 87,500.00
ZZ
MADOIAN DAVID M 180 87,155.99
1
15 PHEASANT CT 7.625 817.37
64
7.375 817.37
137,500.00
CRANSTON RI 02920 1 01/05/96
00
630998300 05 03/01/96
0
630998300 O 02/01/11
0
1463326 429/429 F 365,700.00
ZZ
YOON YEAU M 180 364,571.10
1
2 TOWER DRIVE 7.250 3,338.34
70
7.000 3,338.34
523,000.00
FORT LEE NJ 07024 1 01/25/96
00
0021289756 01 03/01/96
0
0021289756 O 02/01/11
0
1464490 828/728 F 89,850.00
ZZ
LANSFORD PAUL A 180 89,578.63
1
114 SANDRA PALMER 7.500 832.93
43
7.250 832.93
213,000.00
STEPHENVILLE TX 76401 2 01/15/96
00
0380331596 05 03/01/96
0
55150012 O 02/01/11
0
1465631 171/728 F 625,500.00
ZZ
SWAIN DALE A 180 623,569.10
1
1475 TIFFANY RANCH ROAD 7.250 5,709.96
70
7.000 5,709.96
900,000.00
ARROYO GRANDE CA 93420 2 01/23/96
00
0380346321 05 03/01/96
0
32055602 O 02/01/11
0
1467508 450/728 F 650,000.00
ZZ
BICKERSTAFF DAVID J 180 646,272.04
1
3755 INDIAN TRAIL 8.125 6,258.73
65
7.875 6,258.73
1,000,000.00
ORCHARD LAKE MI 48324 5 12/21/95
00
0380318932 05 02/01/96
0
4122156 O 01/01/11
0
1467877 686/686 F 111,000.00
ZZ
CRUZ FRANK 180 110,370.38
1
1
2671 ROCHELLE LANE 8.250 1,076.86
66
8.000 1,076.86
170,000.00
DELAND FL 32724 5 12/13/95
00
30817272131 05 02/01/96
0
30817272131 O 01/01/11
0
1467956 686/686 F 200,000.00
ZZ
DESANTIS THOMAS F 180 198,865.53
1
14401 SW 47 ST 8.250 1,940.29
67
8.000 1,940.29
300,000.00
MIRAMAR FL 33027 5 12/11/95
00
30817271315 05 02/01/96
0
30817271315 O 01/01/11
0
1468024 163/728 F 338,000.00
ZZ
MENDOZA CONSUELO 180 316,137.82
1
68 GREEN ISLAND ROAD 8.000 3,230.11
67
7.750 3,230.11
510,000.00
TOMS RIVER NJ 08753 2 05/30/95
00
0380322777 05 07/01/95
0
371648319 O 06/01/10
0
1468035 559/728 F 275,000.00
ZZ
OWENS JOHN P 180 274,187.53
1
225 PLAYA DE NINOS 7.750 2,588.51
67
7.500 2,588.51
415,000.00
WATSONVILLE CA 95076 4 01/25/96
00
0380350794 05 03/01/96
0
0424200 O 02/01/11
0
1468391 E20/728 F 55,800.00
ZZ
DICKERSON LEROY J 180 55,631.47
1
6731 JOHN CLARK DRIVE 7.500 517.28
54
7.250 517.28
105,000.00
DOUGLASVILLE GA 30134 1 01/30/96
00
0380346057 05 03/01/96
0
UNKNOWN O 02/01/11
0
1468439 881/728 F 326,250.00
ZZ
FINE JUDSON B 180 325,286.12
1
1366 APPLETON WAY 7.750 3,070.91
75
VENICE AREA 7.500 3,070.91
435,000.00
LOS ANGELES CA 90291 2 01/22/96
00
0380345703 05 03/01/96
0
1
103275 O 02/01/11
0
1468729 387/387 F 129,000.00
ZZ
REITNER GERALD 180 127,874.15
1
7424 NORTH SAN MANUEL ROAD 8.000 1,232.79
66
7.750 1,232.79
198,000.00
SCOTTSDALE AZ 85258 2 11/22/95
00
558635 09 01/01/96
0
558635 O 12/01/10
0
1468989 B24/728 F 313,000.00
ZZ
BURNS MARK V 180 312,054.70
1
3 MARSH ROAD 7.500 2,901.55
63
7.250 2,901.55
500,000.00
WESTPORT CT 06880 2 01/16/96
00
0380316241 05 03/01/96
0
1468989 O 02/01/11
0
1469002 764/728 F 190,000.00
ZZ
HSU YAO B 180 189,438.66
1
4573 SHERINGTON COURT 7.750 1,788.42
61
7.500 1,788.42
315,000.00
CYPRESS CA 90630 2 01/18/96
00
0380346610 05 03/01/96
0
890086 O 02/01/11
0
1469044 637/728 F 161,000.00
ZZ
UCHITEL ANATOLY 180 160,045.59
1
250 SOUTH END AVE 15D 7.750 1,515.46
70
7.500 1,515.46
230,000.00
NEW YORK NY 10280 1 12/19/95
00
0380317728 06 02/01/96
0
4736310 O 01/01/11
0
1469091 369/728 F 250,000.00
ZZ
UNRUH THOMAS D 180 248,566.16
1
9749 AUGUSTINE HERMAN HWY 8.125 2,407.21
72
7.875 2,407.21
350,000.00
CHESTERTOWN MD 21620 2 12/20/95
00
0380357484 05 02/01/96
0
48740740 O 01/01/11
0
1
1469096 562/728 F 205,100.00
ZZ
SORIN JERRY 180 204,487.33
2
428 ADELAIDE AVENUE 7.625 1,915.91
70
7.375 1,915.91
293,000.00
STATEN ISLAND NY 10306 2 01/03/96
00
0380346875 05 03/01/96
0
459925 O 02/01/11
0
1469170 491/491 F 294,000.00
ZZ
DARLING ERIC J 180 288,982.61
1
21417 157TH AVE SE 7.875 2,788.45
64
7.625 2,788.45
460,000.00
MONROE WA 98272 2 11/22/95
00
60208571 03 01/01/96
0
60208571 O 12/01/10
0
1469404 180/728 F 533,250.00
ZZ
GUZLEY GREGORY J 180 531,621.78
1
2 REGENCY ROW 7.375 4,905.49
75
7.125 4,905.49
711,000.00
SAN ANTONIO TX 78248 4 01/22/96
00
0380362617 03 03/01/96
0
4083002 O 02/01/11
0
1469513 686/686 F 304,500.00
ZZ
DABROWSKI RYSZARD 180 303,639.36
1
773 HORATIO BLVD 8.250 2,954.08
70
8.000 2,954.08
435,000.00
BUFFALO GROVE IL 60089 2 12/29/95
00
30817080229 05 03/01/96
0
30817080229 O 02/01/11
0
1469728 429/429 F 291,900.00
ZZ
STILLMAN NANCY E 180 287,717.75
1
197 GROVE STREET 8.250 2,831.84
70
8.000 2,831.84
417,000.00
LEXINGTON MA 02173 1 09/28/95
00
21241658 05 11/01/95
0
21241658 O 10/01/10
0
1469755 429/429 F 297,000.00
ZZ
TREHAN RANVIR K 120 288,377.45
1
6309 DUNAWAY COURT 7.125 3,467.59
59
6.875 3,467.59
510,000.00
1
MCLEAN VA 22101 2 09/13/95
00
21214754 05 11/01/95
0
21214754 O 10/01/05
0
1469757 429/429 F 271,500.00
ZZ
FREY JOHN A 180 268,330.07
1
225 9TH STREET SE 8.000 2,594.60
75
7.750 2,594.60
365,000.00
WASHINGTON DC 20003 2 10/12/95
00
21221635 07 12/01/95
0
21221635 O 11/01/10
0
1469930 975/728 F 307,000.00
ZZ
NGUYEN HY T 180 307,000.00
1
4689 MONTEFINO DRIVE 7.500 2,845.93
75
7.250 2,845.93
410,000.00
CYPRESS CA 90630 2 02/01/96
00
0380347212 05 04/01/96
0
960121 O 03/01/11
0
1470016 375/728 F 60,000.00
ZZ
SUTTER JAMES W 180 59,644.32
1
1040 DIAMOND HEAD DR 7.750 564.77
66
7.500 564.77
92,000.00
CANYON LAKE TX 78133 1 12/08/95
00
0380323304 03 02/01/96
0
403776 O 01/01/11
0
1470063 356/728 F 446,940.00
ZZ
CHAN EDWARD 180 446,940.00
1
625 SKY HY CIRCLE 7.750 4,206.94
67
7.500 4,206.94
670,000.00
LAFAYETTE CA 94549 2 02/08/96
00
0380354457 03 04/01/96
0
2336782 O 03/01/11
0
1470321 617/617 F 260,100.00
ZZ
MOSHER AMY A 180 253,324.78
1
5136 WESTMINISTER PLACE 8.500 2,561.31
90
8.250 2,561.31
289,000.00
ST LOUIS MO 63108 1 05/24/95
14
483102 03 07/01/95
25
483102 O 06/01/10
0
1
1470324 617/617 F 400,000.00
ZZ
MOFFE THOMAS C 180 393,173.60
1
5111 E POTTER RD 8.375 3,909.71
78
8.125 3,909.71
515,000.00
SPRINGFIELD MO 65809 1 08/29/95
00
158525 05 10/01/95
0
158525 O 09/01/10
0
1470442 A52/728 F 207,000.00
ZZ
SCHROEDER GLEN 180 206,367.95
1
6370 RUTHERFORD PLACE 7.375 1,904.24
58
7.125 1,904.24
360,000.00
SUWANEE GA 30174 2 01/16/96
00
0380318072 03 03/01/96
0
134074 O 02/01/11
0
1470622 491/491 F 388,012.80
ZZ
HONG HAROLD S 143 373,772.69
1
1015 AVONOAK TERRACE 8.875 4,405.68
49
7.125 4,405.68
800,000.00
GLENDALE CA 91206 5 04/25/95
00
5597391 05 07/01/95
0
5597391 O 05/01/07
0
1470631 491/491 F 334,205.66
ZZ
SMITH L P 141 327,049.36
1
3758 PARKVIEW DRIVE 8.250 3,709.38
36
7.125 3,709.38
950,000.00
LAKEWOOD CA 90712 2 08/08/95
00
9508732 05 11/01/95
0
9508732 O 07/01/07
0
1470676 491/491 F 250,443.98
ZZ
CHAKBAZOF WAIL 139 240,550.48
1
238 VERDUGO AVENUE 8.875 2,889.94
44
7.125 2,889.94
580,000.00
GLENDORA CA 91740 5 04/10/95
00
54374150 05 07/01/95
0
54374150 O 01/01/07
0
1470709 936/728 F 30,000.00
ZZ
KNIGHT EILEEN J 180 29,835.41
1
1
106 LINCOLN LANE 8.625 297.63
28
8.375 297.63
107,770.00
BERLIN NJ 08009 1 12/18/95
00
0380323593 09 02/01/96
0
2013191 O 01/01/11
0
1470774 686/686 F 40,000.00
ZZ
AYRES CATHERINE 180 39,885.67
1
10332 S PARKSIDE AVE #4 8.125 385.16
59
7.875 385.16
68,000.00
OAK LAWN IL 60453 5 01/10/96
00
30817080492 01 03/01/96
0
30817080492 O 02/01/11
0
1470849 686/686 F 345,000.00
ZZ
HARTMAN ERICA 180 344,003.00
1
2030 INTRACOASTAL DRIVE 8.000 3,297.00
75
7.750 3,297.00
460,000.00
FT LAUDERDALE FL 33305 1 01/16/96
00
30817270689 05 03/01/96
0
30817270689 O 02/01/11
0
1470875 943/728 F 450,000.00
ZZ
TYRNAUER ARON 180 432,514.71
2
1644-57TH STREET 9.000 4,564.20
75
8.750 4,564.20
600,000.00
BROOKLYN NY 11204 5 12/01/94
00
0380335241 05 02/01/95
0
4090005060 O 01/01/10
0
1470879 943/728 F 220,000.00
ZZ
PINO MARIO 180 218,695.85
1
1103 CYMRY LANE 7.750 2,070.81
57
7.500 2,070.81
392,000.00
BERWYN PA 19312 2 12/21/95
00
0380335316 05 02/01/96
0
5050011503 O 01/01/11
0
1470881 943/728 F 322,000.00
T
PLACE GRAHAM C 180 320,091.20
1
6 COWRIE LN 7.750 3,030.91
59
7.500 3,030.91
552,500.00
WRIGHTSVILLE BC NC 28480 2 12/05/95
00
0380335332 05 02/01/96
0
1
5080028984 O 01/01/11
0
1470883 943/728 F 215,000.00
ZZ
PERRY WAYNE T 180 213,753.20
1
ROBINHOOD WAY 8.000 2,054.66
64
7.750 2,054.66
340,000.00
GEORGETOWN ME 04548 5 12/07/95
00
0380335951 05 02/01/96
0
5080029537 O 01/01/11
0
1470886 943/728 F 300,000.00
ZZ
FOOTE DENNIS J 180 297,466.84
1
509 IRON KING 8.375 2,932.28
57
8.125 2,932.28
533,216.00
DURANGO CO 81301 4 11/27/95
00
0380335423 03 01/01/96
0
5080029651 O 12/01/10
0
1470904 943/943 F 243,000.00
ZZ
KAHN STEPHEN 180 241,056.27
1
1470 NE 101 STREET 7.750 2,287.31
65
7.500 2,287.31
375,000.00
MIAMI SHORES FL 33138 2 11/30/95
00
5050008340 05 02/01/96
0
5050008340 O 01/01/11
0
1470907 943/943 F 430,000.00
ZZ
PAIK SUNG K 180 427,450.98
1
25 EIGHTH STREET 7.750 4,047.49
71
7.500 4,047.49
610,000.00
ENGLEWOOD CLIFF NJ 07632 2 12/11/95
00
5050010666 05 02/01/96
0
5050010666 O 01/01/11
0
1470908 943/943 F 227,000.00
ZZ
MONGELLI GUY J 180 225,669.04
1
414 BEACH 124TH STREET 7.875 2,152.99
83
7.625 2,152.99
275,000.00
BELLE HARBOR NY 11694 2 12/20/95
04
5050011099 05 02/01/96
6
5050011099 O 01/01/11
0
1
1470913 943/943 F 215,000.00
ZZ
SOLIT, DENNIS J 180 213,739.41
1
4225 YORKSHIRE LANE 7.875 2,039.17
49
7.625 2,039.17
440,000.00
NORTHBROOK IL 60062 5 12/08/95
00
5501000326 05 02/01/96
0
5501000326 O 01/01/11
0
1470924 943/943 F 63,438.81
ZZ
LONGO MARK A 144 58,314.84
1
8661 NW 43RD CT 8.625 708.62
34
8.375 708.62
192,117.00
CORAL SPRINGS FL 33067 1 08/01/94
00
0006496372 03 09/01/94
0
0006496372 O 08/01/06
0
1470954 A83/728 F 121,000.00
ZZ
STENSTADVOLD JAN 180 119,920.62
1
306 RED TAIL DRIVE 7.750 1,138.94
40
7.500 1,138.94
305,000.00
BASALT CO 81621 2 11/20/95
00
0380327511 05 01/01/96
0
118160 O 12/01/10
0
1470961 A83/728 F 221,900.00
ZZ
KUGLAR BRITT F 180 220,641.33
1
156 BAYWAY CIRCLE 8.250 2,152.74
70
8.000 2,152.74
317,000.00
DULUTH GA 30136 2 12/07/95
00
0380327495 05 02/01/96
0
118321 O 01/01/11
0
1470973 076/076 F 255,000.00
ZZ
TWOMEY CARL F 180 252,749.97
1
46 LAKEVIEW TERRACE EXTENSION 7.875 2,418.55
79
7.625 2,418.55
325,000.00
ASHLAND MA 01721 1 11/29/95
00
4898732 05 01/01/96
0
4898732 O 12/01/10
0
1470980 076/076 F 260,000.00
ZZ
WHITE JOSEPH G 180 257,730.83
1
4818 ASCOT PARKWAY 8.000 2,484.70
68
7.750 2,484.70
385,000.00
1
TEMPLE TX 76502 2 11/22/95
00
44969062 05 01/01/96
0
44969062 O 12/01/10
0
1470988 076/076 F 304,000.00
ZZ
CARMAN JOHN G 180 300,372.45
1
10409 STONELEIGE STREET 7.750 2,861.48
80
7.500 2,861.48
380,000.00
FORT SMITH AR 72903 1 10/10/95
00
4952712 05 12/01/95
0
4952712 O 11/01/10
0
1471053 076/076 F 270,000.00
ZZ
STANDISH MYLES P 180 268,065.74
1
601 SE MANCHESTER PLACE 8.250 2,619.38
75
8.000 2,619.38
360,000.00
PORTLAND OR 97202 5 12/06/95
00
5064192 05 02/01/96
0
5064192 O 01/01/11
0
1471119 624/728 F 225,500.00
ZZ
CASTILLO MANUEL D 180 224,841.09
1
60 DICHIERA COURT 7.875 2,138.75
76
7.625 2,138.75
300,000.00
SAN FRANCISCO CA 94112 2 01/26/96
00
0380343054 05 03/01/96
0
86010560053 O 02/01/11
0
1471221 976/728 F 255,000.00
ZZ
LANCE H J 180 255,000.00
1
3000 ROBINSON CREEK ROAD 7.750 2,400.26
75
7.500 2,400.26
340,000.00
UKIAH CA 95482 5 02/01/96
00
0380355520 05 04/01/96
0
757032 O 03/01/11
0
1471345 A46/728 F 80,000.00
ZZ
ALLEN ROSS N 180 79,755.73
1
14413 FRIENDSWOOD LANE 7.375 735.94
38
7.125 735.94
213,000.00
AUSTIN TX 78737 4 02/02/96
00
0380349291 03 03/01/96
0
9911799 O 02/01/11
0
1
1471580 070/070 F 350,000.00
ZZ
CHAO CHIEN F 180 347,785.10
1
46 VIA PORTO GRANDE 7.000 3,145.90
48
6.750 3,145.90
732,350.00
RANCHO PALOS VE CA 90275 1 12/19/95
00
5563084 03 02/01/96
0
5563084 O 01/01/11
0
1471639 299/728 F 250,000.00
ZZ
LAYSER JOSEPH D 180 247,645.46
1
174 POINT HERON DR 7.125 2,264.58
41
6.875 2,264.58
615,000.00
NEWPORT NEWS VA 23606 2 11/09/95
00
0380334848 05 01/01/96
0
289890 O 12/01/10
0
1471870 450/728 F 304,500.00
ZZ
BUTLER MARIE B 180 303,620.04
1
45 TENNIS CLUB DRIVE 8.000 2,909.96
90
7.750 2,909.96
340,000.00
DANVILLE CA 94506 2 01/05/96
10
0380340910 03 03/01/96
25
3963378 O 02/01/11
0
1471899 559/728 F 390,000.00
ZZ
CHI SHAN 180 390,000.00
1
6987 CALABAZAS CREEK CIRCLE 7.875 3,698.96
57
7.625 3,698.96
695,000.00
SAN JOSE CA 95129 2 02/01/96
00
0380345505 05 04/01/96
0
0450387 O 03/01/11
0
1471968 074/728 F 257,000.00
T
SANTACROCE GEORGE M 180 254,707.39
1
74 BULL PATH 7.750 2,419.08
72
7.500 2,419.08
357,000.00
EAST HAMPTON NY 11937 2 11/09/95
00
0380328428 05 01/01/96
0
1112041724 O 12/01/10
0
1471969 074/728 F 325,000.00
ZZ
PENDERGAST JULIE A 180 321,939.09
1
1
8 WINKER LANE 7.125 2,943.96
55
6.875 2,943.96
601,000.00
WESTPORT CT 06880 1 12/01/95
00
0380330358 05 01/01/96
0
1112044030 O 12/01/10
0
1471972 074/728 F 450,000.00
ZZ
BAIR JR FRANKLYN W 180 446,072.61
1
1568 TRAIL CREEK ROAD 8.000 4,300.44
71
7.750 4,300.44
640,000.00
IDAHO SPRINGS CO 80452 5 11/15/95
00
0380328394 05 01/01/96
0
1113002182 O 12/01/10
0
1471989 074/728 F 300,000.00
ZZ
BOLTON JACK A 180 297,352.91
1
4902 97TH STREET 7.875 2,845.35
80
7.625 2,845.35
375,000.00
LUBBOCK TX 79424 1 11/06/95
00
0380325507 05 01/01/96
0
1507072089 O 12/01/10
0
1471997 074/728 F 333,000.00
ZZ
OZER ODELLI 180 330,156.96
1
141 CERVANTES ROAD 8.250 3,230.57
60
8.000 3,230.57
555,000.00
REDWOOD CITY CA 94062 2 11/15/95
00
0380324260 05 01/01/96
0
1561312982 O 12/01/10
0
1472009 074/728 F 250,000.00
ZZ
PEARSON CHARLES J 180 247,794.08
1
1926 38TH AVENUE EAST 7.875 2,371.13
40
7.625 2,371.13
640,000.00
SEATTLE WA 98112 5 11/22/95
00
0380324831 05 01/01/96
0
1565122480 O 12/01/10
0
1472018 074/728 F 253,000.00
ZZ
ASBILL RONALD M 180 251,532.86
1
646 ESKIE DIXON RD 8.000 2,417.80
64
7.750 2,417.80
400,000.00
ELGIN SC 29045 2 12/22/95
00
0380330390 05 02/01/96
0
1
1577025152 O 01/01/11
0
1472020 074/728 F 470,750.00
ZZ
HEBERT BRADFORD P 180 466,774.99
1
10 STONE HILL ROAD 8.375 4,601.24
73
8.125 4,601.24
650,000.00
WESTBOROUGH MA 01581 2 11/21/95
00
0380330424 01 01/01/96
0
1580022731 O 12/01/10
0
1472021 074/728 F 250,000.00
ZZ
NOFAR JOSEPH 180 247,794.08
1
29260 AUGUSTA 7.875 2,371.13
65
7.625 2,371.13
390,000.00
FARMINGTON HILL MI 48331 2 11/30/95
00
0380330432 03 01/01/96
0
1581024572 O 12/01/10
0
1472083 405/405 F 226,750.00
ZZ
NENEMAN GREGORY J 180 225,420.51
1
2420 LARKHAVEN LANE 7.875 2,150.62
90
7.445 2,150.62
251,990.00
OXNARD CA 93030 1 12/20/95
22
3836392 05 02/01/96
12
3836392 O 01/01/11
0
1472084 405/405 F 422,000.00
ZZ
WOOD ARLEN B 180 419,525.74
1
904 EVENSTAR AVE 7.875 4,002.46
74
(WESTLAKE VILLAGE AREA) 7.625 4,002.46
572,000.00
THOUSAND OAKS CA 91361 2 12/21/95
00
3694767 03 02/01/96
0
3694767 O 01/01/11
0
1472085 405/405 F 560,000.00
ZZ
COUDRAY JOHN C 180 556,606.89
1
1955 SAN LEANDRO LANE 7.500 5,191.27
80
7.250 5,191.27
700,000.00
SANTA BARBARA CA 93108 2 12/07/95
00
3788163 05 02/01/96
0
3788163 O 01/01/11
0
1
1472086 405/405 F 333,300.00
ZZ
RYAN RICHARD J 180 331,258.34
1
25431 DOYLE COURT 7.375 3,066.11
90
7.125 3,066.11
370,356.00
STEVENSON RANCH CA 91381 1 12/08/95
10
3819596 03 02/01/96
30
3819596 O 01/01/11
0
1472087 405/405 F 296,000.00
ZZ
PRINCIPE ANTHONY 180 294,186.82
1
30025 QUAIL RUN DRIVE 7.375 2,722.98
75
7.125 2,722.98
395,000.00
AGOURA HILLS CA 91301 2 12/28/95
00
3831278 03 02/01/96
0
3831278 O 01/01/11
0
1472088 405/405 F 268,000.00
ZZ
MORCOS SAM C 180 266,376.14
1
21991 ELSBERRY WAY 7.500 2,484.40
80
7.250 2,484.40
335,000.00
LAKE FOREST CA 92630 2 12/15/95
00
3831401 03 02/01/96
0
3831401 O 01/01/11
0
1472089 405/405 F 280,000.00
ZZ
HWA YEHCHEN 180 279,145.04
1
40749 MISSION BLVD 7.375 2,575.79
53
7.125 2,575.79
530,000.00
FREMONT CA 94539 1 01/04/96
00
3834777 05 03/01/96
0
3834777 O 02/01/11
0
1472090 405/405 F 305,000.00
ZZ
BLICKENSTAFF ROBERT C 180 304,078.86
1
1468 WENDY WAY 7.500 2,827.39
75
7.250 2,827.39
410,000.00
SAN JOSE CA 95125 5 01/04/96
00
3842564 05 03/01/96
0
3842564 O 02/01/11
0
1472140 637/728 F 206,250.00
ZZ
ANGIULO MICHAEL 180 205,647.34
1
144 ANNUSKEMUNNICA ROAD 7.875 1,956.18
75
7.625 1,956.18
275,000.00
1
BABYLON NY 11702 5 01/08/96
00
0380350083 05 03/01/96
0
4698114 O 02/01/11
0
1472198 E22/728 F 450,000.00
ZZ
FORTE LOUIS G 180 448,713.90
1
555 WHIPPOORWILL COVE 8.125 4,332.97
75
7.875 4,332.97
600,000.00
BENTON KY 42025 5 01/12/96
00
0410083737 05 03/01/96
0
0410083737 O 02/01/11
0
1472274 560/560 F 117,500.00
ZZ
FERNANDES FRANCISCOF 180 116,811.07
1
114 W NEWELL AVE 7.875 1,114.43
49
7.625 1,114.43
240,000.00
RUTHERFORD NJ 07070 2 12/05/95
00
450291992 05 02/01/96
0
450291992 O 01/01/11
0
1472284 560/560 F 18,000.00
ZZ
FERRO RAQUEL R 180 17,895.61
1
426 PAWTUCKET AVENUE 8.000 172.02
14
7.750 172.02
138,000.00
EAST PROVIDENCE RI 02916 2 12/21/95
00
450306857 05 02/01/96
0
450306857 O 01/01/11
0
1472315 439/728 F 225,000.00
ZZ
HINOJOSA JULIO A 180 224,329.37
1
3672 GRAYBURN ROAD 7.650 2,105.01
90
7.400 2,105.01
250,000.00
PASADENA CA 91107 2 12/28/95
10
0380330523 05 03/01/96
25
1828638 O 02/01/11
0
1472404 450/728 F 300,000.00
ZZ
DERLOSHON JACK H 180 298,142.22
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3634 EAST WESTRIDGE DRIVE 7.250 2,738.59
80
7.000 2,738.59
375,000.00
ORANGE CA 92667 1 12/18/95
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0380341611 05 02/01/96
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3962305 O 01/01/11
0
1
1472578 881/728 F 160,000.00
ZZ
DEMIRDJIAN MIKE 180 160,000.00
1
11820 DARBY AVENUE 7.750 1,506.04
42
7.500 1,506.04
387,000.00
LOS ANGELES CA 91326 1 02/07/96
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0380349614 03 04/01/96
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602014 O 03/01/11
0
1472643 750/728 F 142,000.00
ZZ
LOFTIN BOBBY D 180 141,561.65
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1026 E SKYLARK COURT 7.250 1,296.27
75
7.000 1,296.27
190,000.00
SANTA MARIA CA 93455 5 01/09/96
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0380339474 05 03/01/96
0
315049403 O 02/01/11
0
1472822 975/728 F 285,000.00
ZZ
KIM YOUNG S 180 285,000.00
1
520 WEST DOMINGO PLACE 7.375 2,621.78
75
7.125 2,621.78
380,000.00
FULLERTON CA 92635 2 02/07/96
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0380347329 05 04/01/96
0
960323 O 03/01/11
0
1472922 439/728 F 330,000.00
ZZ
EDWARDS RICHARD P 180 329,003.36
1
3566 CARLETON STREET 7.500 3,059.14
75
7.250 3,059.14
445,000.00
SAN DIEGO CA 92106 2 01/03/96
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0380327354 05 03/01/96
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1828184 O 02/01/11
0
1472992 758/728 F 467,500.00
ZZ
WRIGHT LARRY M 180 466,088.10
1
911 CREEK WOOD WAY 7.500 4,333.78
63
7.250 4,333.78
750,000.00
HOUSTON TX 77024 2 01/22/96
00
0380340902 03 03/01/96
0
7143 O 02/01/11
0
1473132 185/728 F 396,000.00
ZZ
DAVIS MARTIN J 180 394,817.09
1
1
7726 WEST 79TH STREET 7.625 3,699.16
90
PLAYA DEL REY AREA 7.375 3,699.16
440,000.00
LOS ANGELES CA 90293 1 01/19/96
14
0380339276 05 03/01/96
25
229359 O 02/01/11
0
1473392 B27/728 F 247,000.00
ZZ
PERRY ROBERT A 180 246,270.25
1
95 DORCHESTER STREET 7.750 2,324.96
95
7.500 2,324.96
260,000.00
QUINCY MA 02171 1 01/29/96
11
0380340290 05 03/01/96
30
049567312 O 02/01/11
0
1473393 A17/728 F 75,000.00
ZZ
GOGAN MAURICE E 180 75,000.00
1
28 GRANVILLE AVENUE 7.750 705.96
66
7.500 705.96
115,000.00
MALDEN MA 02148 5 02/14/96
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0380359324 05 04/01/96
0
4424 O 03/01/11
0
1473422 070/070 F 297,500.00
T
BASSETTI JAMES V 180 294,874.96
1
334 PADRE BLVD UNIT #308 7.875 2,821.64
70
7.625 2,821.64
428,000.00
SOUTH PADRE ISL TX 78597 2 11/20/95
00
5840641 06 01/01/96
0
5840641 O 12/01/10
0
1473556 526/728 F 225,000.00
ZZ
SLATER GREGORY 180 223,141.71
1
80 SUSSEX ROAD 8.625 2,232.19
65
8.375 2,232.19
350,000.00
NEW ROCHELLE NY 10804 5 11/30/95
00
0380334392 05 01/01/96
0
0072648 O 12/01/10
0
1473765 757/757 F 150,000.00
ZZ
AMIN TRUSHAR B 180 150,000.00
1
4718 COOK ROAD 7.375 1,379.89
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7.125 1,379.89
238,000.00
STOCKBRIDGE GA 30281 5 01/30/96
00
2735009 05 04/01/96
0
1
2735009 O 03/01/11
0
1473768 375/728 F 212,000.00
ZZ
COLLINS ERVIN D 180 210,743.27
1
3831 SUITLAND ROAD SE 7.750 1,995.51
84
7.500 1,995.51
253,000.00
WASHINGTON DC 20020 2 12/21/95
10
0380341363 05 02/01/96
12
3007179716 O 01/01/11
0
1473813 A13/728 F 400,000.00
ZZ
SPARSCHU RONALD A 180 398,805.15
1
328 VAILWOOD 7.625 3,736.52
69
7.375 3,736.52
585,000.00
BLOOMFIELD TOWN MI 48302 2 01/30/96
00
0380345794 05 03/01/96
0
950214408 O 02/01/11
0
1473842 253/253 F 476,000.00
ZZ
ROMO RICHARD G 180 474,465.33
1
2609 CREEK VIEW DRIVE 6.750 4,212.17
80
6.500 4,212.17
595,000.00
FLOWER MOUND TX 75028 2 01/26/96
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313422 05 03/01/96
0
313422 O 02/01/11
0
1473848 253/253 F 332,000.00
ZZ
WORKMAN RUSSELL M 180 330,952.56
1
#2 MILL RUN COURT 7.000 2,984.11
80
6.750 2,984.11
415,000.00
ATHENS TX 75751 1 01/30/96
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313551 05 03/01/96
0
313551 O 02/01/11
0
1473907 232/232 F 102,000.00
ZZ
LYNCH MERRILL E 180 101,698.64
1
109 THIRD STREET 7.750 960.11
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7.500 960.11
210,000.00
BETHANY BEACH DE 19930 2 01/24/96
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2931100 05 03/01/96
0
2931100 O 02/01/11
0
1
1473961 267/267 F 275,000.00
ZZ
JACKSON ROBERT E 180 274,141.77
1
1128 CARLA DRIVE 7.125 2,491.04
75
6.875 2,491.04
369,500.00
SAN JOSE CA 95120 5 01/25/96
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4378201 05 03/01/96
0
4378201 O 02/01/11
0
1473968 450/728 F 175,000.00
ZZ
PASPALAS THEMIS 180 173,951.18
1
1005 GLENWOOD LANE 7.625 1,634.73
46
7.375 1,634.73
385,000.00
GLENVIEW IL 60025 1 12/27/95
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0380357559 05 02/01/96
0
3988987 O 01/01/11
0
1474021 A13/728 F 225,000.00
ZZ
DEUTSCH DAVID J 180 223,827.90
1
612 SOUTH EDGEWOOD LANE 7.625 2,101.79
68
7.375 2,101.79
335,000.00
MOUNT PROSPECT IL 60056 2 01/03/96
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0380357880 05 03/01/96
0
950220110 O 02/01/11
0
1474033 A13/728 F 438,800.00
ZZ
COPELAND RAYMOND R 180 437,474.76
1
17483 WEST CASEY ROAD 7.500 4,067.74
61
7.250 4,067.74
730,000.00
LIBERTYVILLE IL 60048 2 01/05/96
00
0380345513 05 03/01/96
0
950219226 O 02/01/11
0
1474059 163/728 F 372,000.00
ZZ
WANG ROGER S 180 370,876.51
1
935 N. PLANTATION LANE 7.500 3,448.49
80
7.250 3,448.49
465,000.00
WALNUT CA 91789 2 01/12/96
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0380336199 05 03/01/96
0
214994083 O 02/01/11
0
1474069 163/728 F 285,000.00
ZZ
PUTNAM ROBERT F 180 284,129.78
1
24 PHEASANT LANE 7.375 2,621.78
75
7.125 2,621.78
380,000.00
1
NORTH EASTON MA 02356 5 01/09/96
00
0380336249 05 03/01/96
0
371816280 O 02/01/11
0
1474089 B98/728 F 241,500.00
ZZ
SWARTZ ANDREW H 180 241,500.00
1
871 MESA ROAD 7.375 2,221.61
35
7.125 2,221.61
690,000.00
MONTEREY CA 93940 5 02/08/96
00
0380353723 05 04/01/96
0
512106 O 03/01/11
0
1474132 387/387 F 650,000.00
ZZ
WILKINS MICHAEL D 180 647,993.47
1
5792 FOREST HIGHLANDS DRIVE 7.250 5,933.61
69
7.000 5,933.61
950,000.00
FORT WORTH TX 76132 1 01/16/96
00
580233 03 03/01/96
0
580233 O 02/01/11
0
1474135 387/387 F 494,000.00
ZZ
CORKIN II CHARLES 180 492,491.62
1
2 BALD EAGLE LANE 7.375 4,544.42
71
7.125 4,544.42
705,000.00
LITTLETON CO 80127 2 01/12/96
00
561852 03 03/01/96
0
561852 O 02/01/11
0
1474254 686/686 F 67,000.00
ZZ
PINKERTON KEITH D 180 66,472.54
1
2919 ROBINDALE LANE 7.250 611.62
75
7.000 611.62
89,500.00
GRAPEVINE TX 76051 2 01/08/96
00
30817314685 05 03/01/96
0
30817314685 O 02/01/11
0
1474263 686/686 F 143,500.00
ZZ
GURTOWSKI ROMUALD 180 143,061.83
2
9034-36 VILLA PARK CIRCLE 7.375 1,320.10
70
7.125 1,320.10
205,000.00
DALLAS TX 75225 1 01/15/96
00
30817405186 05 03/01/96
0
30817405186 O 02/01/11
0
1
1474267 686/686 F 155,000.00
ZZ
BLUM THERESA 180 154,523.61
1
40 THE DRIFTWAY #33 7.300 1,419.31
61
7.050 1,419.31
255,000.00
SCITUATE MA 02066 1 01/18/96
00
30817199755 01 03/01/96
0
30817199755 O 02/01/11
0
1474268 686/686 F 108,650.00
ZZ
VAN DE VOORDE STEVEN A 180 107,941.25
1
3920 ISOM ROGERS ROAD 7.875 1,030.50
63
7.625 1,030.50
173,000.00
COOKEVILLE TN 38501 2 12/27/95
00
30817312580 05 02/01/96
0
30817312580 O 01/01/11
0
1474279 686/686 F 130,000.00
ZZ
COLE BERNARD 180 129,620.14
1
1040 NEW TRIER COURT 7.875 1,232.99
40
7.625 1,232.99
330,000.00
WILMETTE IL 60091 5 01/17/96
00
30817080740 05 03/01/96
0
30817080740 O 02/01/11
0
1474283 686/686 F 121,500.00
ZZ
SIDWELL JAMES E 180 121,144.97
1
1000 US HWY 1 #777 7.875 1,152.37
75
7.625 1,152.37
162,000.00
JUPITER FL 33477 1 01/19/96
00
30817374440 03 03/01/96
0
30817374440 O 02/01/11
0
1474284 686/686 F 60,000.00
ZZ
RABASCO VALERIO 180 59,812.75
1
2001 NE 26TH DRIVE 7.125 543.50
38
6.875 543.50
160,000.00
WILTON MANORS FL 33306 2 01/19/96
00
30817374796 05 03/01/96
0
30817374796 O 02/01/11
0
1474285 686/686 F 295,000.00
ZZ
LAWHORN ALFRED K 180 293,099.24
1
1
3322 196TH AVENUE COURT E 7.375 2,713.78
64
7.125 2,713.78
465,000.00
SUMNER WA 98390 5 01/18/96
00
30817398845 03 03/01/96
0
30817398845 O 02/01/11
0
1474290 686/686 F 68,000.00
T
FLEURIMA TOUSSAINT 180 67,695.52
1
1105 TURTLE LAKE COURT 7.550 632.31
52
7.300 632.31
131,869.00
OCOEE FL 34761 1 01/12/96
00
30817106602 03 03/01/96
0
30817106602 O 02/01/11
0
1474291 686/686 F 196,500.00
ZZ
TAE SONG H 180 195,893.41
1
17190 SW KEMMER ROAD 7.250 1,793.78
75
7.000 1,793.78
262,000.00
BEAVERTON OR 97007 1 01/17/96
00
30817398860 05 03/01/96
0
30817398860 O 02/01/11
0
1474295 686/686 F 107,350.00
ZZ
BAUMER DAVID C 180 107,014.98
1
8833 BLACK DOG ALLEY 7.125 972.41
95
6.875 972.41
113,000.00
EASTON MD 21601 2 01/22/96
01
30817301377 05 03/01/96
25
30817301377 O 02/01/11
0
1474300 686/686 F 76,950.00
ZZ
LOGAN BYRON D 180 76,739.67
1
3404 PARKINGTON AVENUE 8.625 763.41
95
8.375 763.41
81,000.00
BALTIMORE MD 21215 2 01/24/96
01
30817301062 05 03/01/96
25
30817301062 O 02/01/11
0
1474301 686/686 F 224,000.00
ZZ
FLORES JOSE M 180 223,308.51
1
15871 SW 51ST MANOR 7.250 2,044.82
69
7.000 2,044.82
325,000.00
FORT LAUDERDALE FL 33331 5 01/23/96
00
30817348774 05 03/01/96
0
1
30817348774 O 02/01/11
0
1474304 686/686 F 179,000.00
ZZ
LITCHFIELD PATRICIA M 180 178,452.24
1
85A CENTER STREET 7.350 1,644.14
69
7.100 1,644.14
260,000.00
BURLINGTON MA 01803 2 01/24/96
00
30817308794 05 03/01/96
0
30817308794 O 02/01/11
0
1474305 686/686 F 106,500.00
ZZ
ROSENAUR DAMON S 180 105,990.69
1
10746 ROYAL SPRINGS DRIVE 7.375 979.72
65
7.125 979.72
164,500.00
DALLAS TX 75229 2 01/25/96
00
30817314883 05 03/01/96
0
30817314883 O 02/01/11
0
1474306 686/686 F 175,000.00
ZZ
JACOBSON BERNARD 180 174,459.77
1
23 SUTTON DRIVE 7.250 1,597.52
32
7.000 1,597.52
557,000.00
BOYNTON BEACH FL 33436 2 01/25/96
00
30817374523 03 03/01/96
0
30817374523 O 02/01/11
0
1474307 686/686 F 78,000.00
ZZ
WESTBROOK GENELLE W 180 77,767.00
1
118 KETTLEWOOD DRIVE 7.625 728.63
61
7.375 728.63
128,000.00
LILBURN GA 30247 2 01/25/96
00
30817375181 05 03/01/96
0
30817375181 O 02/01/11
0
1474325 686/686 F 266,500.00
ZZ
LEWIS TERRY C 180 265,673.72
1
512 GRAND AVENUE 7.200 2,425.28
65
6.950 2,425.28
410,000.00
OJAI CA 93023 5 01/25/96
00
30817282379 05 03/01/96
0
30817282379 O 02/01/11
0
1
1474326 686/686 F 455,000.00
ZZ
AHMED ASIYA 180 453,655.73
1
13301 WICKLOW PLACE 7.750 4,282.81
70
7.500 4,282.81
650,000.00
CLARKSVILLE MD 21029 1 01/31/96
00
30817302409 03 03/01/96
0
30817302409 O 02/01/11
0
1474327 686/686 F 132,000.00
ZZ
VAN NGUYEN THANH 180 131,601.34
1
1100 SADLERS CLOSE 7.500 1,223.66
70
7.250 1,223.66
191,000.00
MARIETTA GA 30068 2 01/26/96
00
30817412034 05 03/01/96
0
30817412034 O 02/01/11
0
1474411 526/728 F 266,000.00
ZZ
PHAN CAO C 180 265,196.64
1
21103 WOODGLEN COURT 7.500 2,465.86
70
7.250 2,465.86
380,000.00
WALNUT CA 91789 1 01/10/96
00
0380348657 05 03/01/96
0
0090185 O 02/01/11
0
1474429 163/728 F 232,000.00
ZZ
LOMBARDO GARY A 180 231,299.33
1
11 PATRICIA ANN DRIVE 7.500 2,150.67
80
7.250 2,150.67
290,000.00
BRISTOL RI 02809 1 01/11/96
00
0380340365 05 03/01/96
0
371825365 O 02/01/11
0
1474504 526/728 F 150,000.00
ZZ
HALEY HENRY C 180 149,120.52
1
1455 BOONE FORD ROAD 7.875 1,422.68
51
7.625 1,422.68
295,000.00
CALHOUN GA 30701 1 01/01/96
00
0380341538 05 02/01/96
0
00091178 O 01/01/11
0
1474521 822/728 F 492,000.00
ZZ
MALLOUK THOMAS H 180 485,601.22
1
218 BRIARWOOD COURT 6.750 4,353.76
79
6.500 4,353.76
625,000.00
1
DOYLESTOWN PA 18901 4 10/26/95
00
0380364977 05 12/01/95
0
3536003168 O 11/01/10
0
1474525 822/728 F 254,720.00
ZZ
CHIANG WILLIAM 180 248,495.80
1
74 CEDAR COURT 7.625 2,379.42
80
7.375 2,379.42
318,400.00
CLOSTER NJ 07624 1 06/14/95
00
0380345679 05 08/01/95
0
0176185858 O 07/01/10
0
1474538 367/367 F 286,910.40
ZZ
SHAIKH ABDUL H 156 285,808.88
1
5005 WAPAKONETA ROAD 7.375 2,864.82
68
7.125 2,864.82
422,000.00
BETHESDA MD 20816 5 02/06/96
00
785266311 05 03/01/96
0
785266311 O 02/01/09
0
1474552 286/286 F 270,000.00
ZZ
BETTS MICHAEL R 180 269,193.47
1
130 BEDWEN BACH LANE 7.625 2,522.16
63
7.375 2,522.16
430,000.00
GRANVILLE OH 43023 2 01/24/96
00
8366249 05 03/01/96
0
8366249 O 02/01/11
0
1474558 601/728 F 400,000.00
ZZ
MOWERY JOEL E 180 398,791.95
1
86 STILWELL ROAD 7.500 3,708.05
76
7.250 3,708.05
529,000.00
HOLMDEL NJ 07733 5 01/19/96
00
0380354358 05 03/01/96
0
843774 O 02/01/11
0
1474566 171/728 F 263,000.00
ZZ
GRINNELL PHILLIP H 180 262,196.95
1
2320 MILLER FARM ROAD 7.375 2,419.40
87
7.125 2,419.40
305,000.00
WOODBURN OR 97071 2 01/18/96
12
0380344532 09 03/01/96
25
37090362 O 02/01/11
0
1
1474577 637/728 F 400,000.00
ZZ
SULLIVAN WALTER G 180 398,778.63
1
204 STONEWOOD COURT 7.375 3,679.70
75
7.125 3,679.70
535,000.00
LAS VEGAS NV 89107 2 01/25/96
00
0380344383 05 03/01/96
0
4782736 O 02/01/11
0
1474580 637/728 F 360,000.00
ZZ
CRAWFORD JOHN H 180 358,948.08
1
318 BELLA VISTA AVENUE 7.875 3,414.42
40
7.625 3,414.42
915,000.00
BELVEDERE CA 94920 2 01/12/96
00
0380344334 05 03/01/96
0
3435724 O 02/01/11
0
1474604 253/253 F 568,400.00
ZZ
COLGIN JOHN M 180 564,918.22
1
914 HUNTINGTON COVE 7.375 5,228.85
70
7.125 5,228.85
812,000.00
HUNTERS CREEK TX 77024 1 12/28/95
00
312883 03 02/01/96
0
312883 O 01/01/11
0
1474621 447/447 F 281,205.00
ZZ
RIHAL CHARANJITS 180 279,538.03
1
5907 SUMMIT LANE NE 7.750 2,646.92
90
7.500 2,646.92
312,450.00
ROCHESTER MN 55906 1 12/13/95
14
2044854 05 02/01/96
17
2044854 O 01/01/11
0
1474622 447/447 F 264,000.00
ZZ
WISEMAN ERIC C 180 261,459.50
1
960 EVERGREEN LANE 6.875 2,354.50
80
6.625 2,354.50
330,552.00
NEENAH WI 54956 1 12/01/95
00
2051410 05 01/01/96
0
2051410 O 12/01/10
0
1474623 447/447 F 448,000.00
ZZ
WAGNER CLYDE D 180 445,225.72
1
1
4000 WAILEA ALANUI DR. #801 7.250 4,089.63
46
7.000 4,089.63
990,000.00
KIHEI HI 96753 2 12/11/95
00
2056029 01 02/01/96
0
2056029 O 01/01/11
0
1474624 447/447 F 322,337.00
ZZ
PFISTER WILLIAM A 180 320,383.91
1
941 SLEEPY HOLLOW 7.500 2,988.11
63
7.250 2,988.11
512,000.00
GOLDEN CO 80401 2 12/21/95
00
2056769 03 02/01/96
0
2056769 O 01/01/11
0
1474625 447/447 F 560,000.00
ZZ
UNDERBRINK CHARLES E 180 556,643.77
1
114 LANSING ISLAND DRIVE 7.625 5,231.13
66
7.375 5,231.13
850,000.00
INDIAN HARBOUR FL 32937 2 12/22/95
00
2058371 03 02/01/96
0
2058371 O 01/01/11
0
1474626 447/447 F 350,000.00
ZZ
MOON SAMUEL S 180 347,902.36
1
5601 CHAMPIONS DRIVE 7.625 3,269.46
59
7.375 3,269.46
599,759.00
PLANO TX 75093 1 12/29/95
00
3087080 03 02/01/96
0
3087080 O 01/01/11
0
1474627 447/447 F 233,575.09
ZZ
ELLIOTT BRIAN W 172 223,837.11
1
2212 43RD STREET EAST 9.125 2,438.83
75
8.875 2,438.83
315,000.00
PALMETTO FL 34221 2 04/01/95
00
3116677 05 05/01/95
0
3116677 O 08/01/09
0
1474628 447/447 F 318,000.00
ZZ
BUCKLEY MELVIN L 180 315,132.14
1
2730 MOSSY OAK DRIVE 7.625 2,970.53
56
7.375 2,970.53
575,000.00
DANVILLE CA 94526 2 11/06/95
00
3171230 03 01/01/96
0
1
3171230 O 12/01/10
0
1474629 447/447 F 220,000.00
ZZ
PRUZANKSKY STEVEN R 180 214,617.64
1
1390 SUMMERSET GATE 8.500 2,166.43
76
8.250 2,166.43
292,000.00
TEANECK NJ 07666 2 06/22/95
00
3208776 05 08/01/95
0
3208776 O 07/01/10
0
1474630 447/447 F 497,800.00
ZZ
HUSSEY WAYNE A 180 494,615.54
1
359 FULLING MILL LANE 6.875 4,439.66
80
6.625 4,439.66
622,500.00
FAIRFIELD CT 06430 1 12/15/95
00
3236276 05 02/01/96
0
3236276 O 01/01/11
0
1474631 447/447 F 279,750.00
ZZ
WELLINGTON WALTER B 180 277,199.48
1
192 DOGWOOD PLACE 7.500 2,593.32
75
7.250 2,593.32
373,000.00
BRANDON MS 39042 2 11/17/95
00
3247597 05 01/01/96
0
3247597 O 12/01/10
0
1474632 447/447 F 700,000.00
ZZ
WILSON ERIC P 180 695,617.89
1
2683 NORTH SHORE DRIVE 7.125 6,340.82
64
6.875 6,340.82
1,100,000.00
ORONO MN 55391 5 12/22/95
00
3266718 05 02/01/96
0
3266718 O 01/01/11
0
1474633 447/447 F 482,500.00
ZZ
AGEE CHARLIE M 180 476,804.79
1
15237 NORTH 12TH STREET 7.875 4,576.27
65
7.625 4,576.27
750,000.00
PHOENIX AZ 85022 5 10/06/95
00
3279557 05 12/01/95
0
3279557 O 11/01/10
0
1
1474635 447/447 F 388,000.00
ZZ
ARLT THOMAS M 180 383,370.12
1
1721 BANNIE AVENUE 7.750 3,652.15
70
7.500 3,652.15
560,000.00
LAS VEGAS NV 89102 2 10/13/95
00
3290219 05 12/01/95
0
3290219 O 11/01/10
0
1474636 447/447 F 280,700.00
ZZ
FOUKE ROBERT F 180 278,140.85
1
305 ASHTON DRIVE 7.500 2,602.12
73
7.250 2,602.12
385,000.00
BROKEN ARROW OK 74014 4 11/09/95
00
3291255 03 01/01/96
0
3291255 O 12/01/10
0
1474637 447/447 F 812,500.00
ZZ
BIRDSEYE ARTHUR E 180 803,814.22
1
385 SHELL DRIVE #14 9.000 8,240.92
65
8.750 8,240.92
1,250,000.00
BONITA SPRINGS FL 33923 1 10/31/95
00
3292639 01 12/01/95
0
3292639 O 11/01/10
0
1474638 447/447 F 256,500.00
ZZ
BENSCHEIDT MARK 180 252,620.03
1
4552 NORTH WILSON AVENUE 7.625 2,396.04
90
7.375 2,396.04
285,000.00
FRESNO CA 93704 1 09/28/95
01
3292689 05 11/01/95
25
3292689 O 10/01/10
0
1474639 447/447 F 335,000.00
ZZ
SHAFER BEVERLY M 180 331,844.94
2
34 MILFORD STREET 7.125 3,034.53
70
6.875 3,034.53
485,000.00
BOSTON MA 02118 1 11/22/95
00
3292848 05 01/01/96
0
3292848 O 12/01/10
0
1474640 447/447 F 340,000.00
ZZ
WILLIAMSON CHARLES B 180 336,116.25
1
2740 S PENINSULA 8.250 3,298.48
49
8.000 3,298.48
700,000.00
1
DAYTONA BEACH FL 32118 2 10/20/95
00
3295118 05 12/01/95
0
3295118 O 11/01/10
0
1474641 447/447 F 350,000.00
ZZ
ROGAL ANDREW L 180 344,762.52
1
9023 NORWICK ROAD 7.750 3,294.47
65
7.500 3,294.47
540,000.00
RICHMOND VA 23229 1 09/28/95
00
3296428 05 11/01/95
0
3296428 O 10/01/10
0
1474642 447/447 F 412,000.00
ZZ
LOSCALZO JOSEPH 180 406,975.94
1
16 LEDGEWOOD DRIVE 7.500 3,819.30
70
7.250 3,819.30
597,000.00
DOVER MA 02030 2 10/30/95
00
3308221 05 12/01/95
0
3308221 O 11/01/10
0
1474644 447/447 F 254,000.00
ZZ
PICKERING JR TIMOTHY 180 250,936.03
1
414 STABLERS CHURCH ROAD 7.625 2,372.69
90
7.375 2,372.69
282,414.00
PARKTON MD 21120 1 10/23/95
11
3314221 05 12/01/95
12
3314221 O 11/01/10
0
1474645 447/447 F 228,000.00
ZZ
HOCH WILLIAM O 180 225,966.09
1
2312 TOMAHAWK 7.750 2,146.11
66
7.500 2,146.11
350,000.00
MISSION HILLS KS 66208 2 11/21/95
00
3317444 03 01/01/96
0
3317444 O 12/01/10
0
1474646 447/447 F 273,000.00
ZZ
SCOTT PETER B 180 270,564.64
1
26262 WOLVERINE TRAIL 7.750 2,569.69
70
7.500 2,569.69
390,000.00
EVERGREEN CO 80439 5 12/22/95
00
3318023 05 02/01/96
0
3318023 O 01/01/11
0
1
1474647 447/447 F 800,000.00
ZZ
SHIMEK ROY E 180 794,991.88
1
160 RANCHERIA ROAD 7.125 7,246.65
62
6.875 7,246.65
1,300,000.00
KENTFIELD CA 94904 2 12/13/95
00
3318511 05 02/01/96
0
3318511 O 01/01/11
0
1474649 447/447 F 232,500.00
ZZ
BENISCHEK JOSEPH F 180 230,403.18
1
53 BRICEPOINTE COURT 7.625 2,171.86
75
7.375 2,171.86
310,000.00
SEVERNA PARK MD 21146 2 11/17/95
00
3325855 03 01/01/96
0
3325855 O 12/01/10
0
1474651 447/447 F 257,000.00
ZZ
KHATRI RAVILAL N 180 254,656.88
1
81 STEPHEN DRIVE 7.500 2,382.43
80
7.250 2,382.43
322,000.00
TARRYTOWN NY 10591 1 11/30/95
00
3327397 05 01/01/96
0
3327397 O 12/01/10
0
1474652 447/447 F 300,000.00
ZZ
COKER JACK H 180 297,352.91
1
6183 TULLY ROAD 7.875 2,845.35
74
7.625 2,845.35
410,000.00
MODESTO CA 95356 1 11/02/95
00
3327446 05 01/01/96
0
3327446 O 12/01/10
0
1474654 447/447 F 288,000.00
ZZ
MOORE WILLIAM S 180 285,374.25
1
1720 SENDERO STREET 7.500 2,669.80
90
7.250 2,669.80
320,000.00
RICHMOND TX 77469 1 11/13/95
10
3333738 03 01/01/96
17
3333738 O 12/01/10
0
1474655 447/447 F 280,000.00
ZZ
SMITH JEFFREY A 180 278,303.45
1
1
2813 SILVER LANE 7.500 2,595.63
80
7.250 2,595.63
350,000.00
ST ANTHONY MN 55421 1 12/12/95
00
3334260 05 02/01/96
0
3334260 O 01/01/11
0
1474656 447/447 F 229,600.00
ZZ
KELLY FRANCIS 180 227,661.25
1
2193 SOUTH TIIU COURT 8.375 2,244.18
70
8.125 2,244.18
328,000.00
DOVER TOWNSHIP NJ 08755 1 11/17/95
00
3336280 05 01/01/96
0
3336280 O 12/01/10
0
1474657 447/447 F 337,500.00
ZZ
BENNET GLADYS M 180 334,389.40
1
2117 SANTA CLARA AVENUE 7.375 3,104.74
75
7.125 3,104.74
450,000.00
ALAMEDA CA 94501 5 11/02/95
00
3336612 05 01/01/96
0
3336612 O 12/01/10
0
1474658 447/447 F 241,600.00
ZZ
MCKAY JULIE 180 239,373.25
1
5201 SOUTH JASMINE CIRCLE 7.375 2,222.54
80
7.125 2,222.54
302,000.00
SIOUX FALLS SD 57106 1 11/30/95
00
3338825 05 01/01/96
0
3338825 O 12/01/10
0
1474660 447/447 F 299,300.00
ZZ
CONTI LOUIS N 180 297,466.60
1
9067 E. HAVASUPAI DR. 7.375 2,753.34
78
7.125 2,753.34
388,000.00
SCOTTSDALE AZ 85255 5 12/15/95
00
3340886 05 02/01/96
0
3340886 O 01/01/11
0
1474661 447/447 F 410,000.00
ZZ
COTTER DENNIS J 180 406,096.72
1
RT1 BOX 615 7.000 3,685.20
66
6.750 3,685.20
625,000.00
WATERFORD VA 22190 2 11/22/95
00
3341190 05 01/01/96
0
1
3341190 O 12/01/10
0
1474662 447/447 F 332,800.00
ZZ
LIVERMORE DOUGLAS S 180 329,229.65
1
34478 MCKENZIE VIEW DRIVE 7.375 3,061.50
62
7.125 3,061.50
540,000.00
SPRINGFIELD OR 97478 2 11/28/95
00
3343784 05 01/01/96
0
3343784 O 12/01/10
0
1474664 447/447 F 214,000.00
ZZ
WALLACE-HALL MARIBETH 180 211,869.46
1
6 MOHICAN AVE 7.750 2,014.33
78
7.500 2,014.33
275,000.00
NORTHBORO MA 01532 2 12/06/95
00
3346818 05 01/01/96
0
3346818 O 12/01/10
0
1474665 447/447 F 295,200.00
ZZ
ASHMORE MICHAEL G 180 292,508.60
1
6711 COUNTRY CLUB CIRCLE 7.500 2,736.55
80
7.250 2,736.55
369,000.00
DALLAS TX 75214 1 11/22/95
00
3351936 05 01/01/96
0
3351936 O 12/01/10
0
1474666 447/447 F 489,000.00
ZZ
EFTEKHARI MALEKEH N 180 484,358.64
1
20 MERILANE AVENUE 7.625 4,567.90
63
7.375 4,567.90
780,000.00
EDINA MN 55436 5 11/24/95
00
3352079 05 01/01/96
0
3352079 O 12/01/10
0
1474667 447/447 F 250,000.00
ZZ
WHITTAKER EARL R 180 248,501.70
1
RT 2 BOX 68 7.625 2,335.32
73
7.375 2,335.32
343,500.00
PONCA CITY OK 74604 2 11/30/95
00
3353993 05 02/01/96
0
3353993 O 01/01/11
0
1
1474670 447/447 F 430,000.00
ZZ
HEIL JOHN E 180 427,277.08
1
3 BLUE SPRUCE COURT 7.375 3,955.68
75
7.125 3,955.68
575,000.00
NORTH OAKS MN 55127 2 12/28/95
00
3376549 03 02/01/96
0
3376549 O 01/01/11
0
1474672 447/447 F 54,100.00
T
HANEY FREDERICK 180 53,768.60
1
1235 PORTILLO LANE 7.375 497.68
42
7.125 497.68
130,000.00
LAKE ARROWHEAD CA 92352 2 12/11/95
00
7003079 05 02/01/96
0
7003079 O 01/01/11
0
1474673 447/447 F 230,900.00
ZZ
SCHAGUNN JEROME D 180 228,794.87
1
1047 HORATIO 7.500 2,140.47
95
7.250 2,140.47
243,096.00
CORONA CA 91720 1 11/06/95
11
7052393 05 01/01/96
30
7052393 O 12/01/10
0
1474674 447/447 F 328,000.00
ZZ
ROTHBERG EDWARD 180 324,976.34
1
746 JOSINA AVENUE 7.375 3,017.35
80
7.125 3,017.35
410,000.00
PALO ALTO CA 94306 2 11/27/95
00
7157109 05 01/01/96
0
7157109 O 12/01/10
0
1474675 447/447 F 95,000.00
ZZ
LEE CHARLES E 180 94,170.88
1
727 WINDSOR LANE 8.000 907.87
49
7.750 907.87
197,000.00
KEY WEST FL 33040 2 12/18/95
00
7159392 01 02/01/96
0
7159392 O 01/01/11
0
1474676 447/447 F 230,500.00
ZZ
SHEMONY URI 180 228,398.52
1
75 S. ELM ST. 7.500 2,136.76
52
7.250 2,136.76
445,000.00
1
DENVER CO 80222 2 11/24/95
00
7173972 05 01/01/96
0
7173972 O 12/01/10
0
1474677 447/447 F 225,000.00
ZZ
COWAN PATRICK C 180 223,695.23
1
11145 W. WIGWAM AVENUE 8.000 2,150.22
90
7.750 2,150.22
250,000.00
LAS VEGAS NV 89113 1 12/19/95
12
7186269 05 02/01/96
12
7186269 O 01/01/11
0
1474678 447/447 F 427,500.00
ZZ
BAGGA SUDHIR 180 424,965.82
1
205 VIA COLUSA 7.750 4,023.95
75
7.500 4,023.95
570,000.00
TORRANCE CA 90277 5 12/11/95
00
7193416 05 02/01/96
0
7193416 O 01/01/11
0
1474679 447/447 F 350,000.00
ZZ
LI JYA-RUNG 180 348,036.61
1
2426 26TH STREET 8.375 3,420.99
75
8.125 3,420.99
470,000.00
SANTA MONICA CA 90405 2 12/15/95
00
7193747 05 02/01/96
0
7193747 O 01/01/11
0
1474681 447/447 F 129,600.00
ZZ
DALISAY REBECCA 180 128,431.21
1
69 NORTH 1160 EAST 7.625 1,210.63
80
7.375 1,210.63
162,000.00
OREM UT 84057 5 11/30/95
00
7219776 05 01/01/96
0
7219776 O 12/01/10
0
1474682 447/447 F 203,150.00
ZZ
KIM YONG W 180 201,905.60
1
2661 EAST SEYCHELLES COURT 7.375 1,868.82
69
7.125 1,868.82
297,000.00
SALT LAKE CITY UT 84121 1 12/28/95
00
7220164 05 02/01/96
0
7220164 O 01/01/11
0
1
1474683 447/447 F 75,000.00
ZZ
EIED MOHAMED I 180 74,540.59
1
1106 WELLSTONE CIR 7.375 689.94
47
7.125 689.94
160,000.00
APEX NC 27502 2 12/04/95
00
7222137 03 02/01/96
0
7222137 O 01/01/11
0
1474684 447/447 F 240,000.00
ZZ
ADAMO GLENN 180 238,577.30
1
33 IVANHOE DRIVE 7.750 2,259.06
80
7.500 2,259.06
300,000.00
MANALAPAN NJ 07726 5 12/13/95
00
7222367 05 02/01/96
0
7222367 O 01/01/11
0
1474685 447/447 F 200,000.00
ZZ
JREIGE ANIS K 180 198,890.46
1
6410 RECREATION LANE 8.500 1,969.48
52
8.250 1,969.48
391,000.00
FALLS CHURCH VA 22041 5 12/05/95
00
7222480 05 02/01/96
0
7222480 O 01/01/11
0
1474755 A52/728 F 221,000.00
ZZ
DWYER JOHN M 180 221,000.00
1
47 DELTA PLACE NE 7.000 1,986.41
77
6.750 1,986.41
290,000.00
ATLANTA GA 30307 2 02/08/96
00
0380340225 05 04/01/96
0
137899 O 03/01/11
0
1475267 369/728 F 302,000.00
ZZ
PRINGLE SAMUEL 180 301,117.56
1
910 BAYWOOD CT 7.875 2,864.32
75
7.625 2,864.32
407,000.00
COLUMBUS IN 47201 5 01/17/96
00
0380344276 03 03/01/96
0
48441034 O 02/01/11
0
1475322 232/232 F 350,500.00
ZZ
GARDNER JR MATTHEW M 180 349,453.01
1
1
2 ROYALL POINT ROAD 7.625 3,274.13
47
7.375 3,274.13
750,000.00
YARMOUTH ME 04096 1 01/17/96
00
12166459 05 03/01/96
0
12166459 O 02/01/11
0
1475558 447/447 F 279,600.00
ZZ
RAMESH S K 180 278,783.01
1
11733 OLD EUREKA WAY 7.875 2,651.87
80
7.625 2,651.87
350,000.00
GOLD RIVER CA 95670 5 01/03/96
00
2060579 05 03/01/96
0
2060579 O 02/01/11
0
1475559 447/447 F 278,000.00
ZZ
KELLY JOHN R 180 276,278.46
1
604 CHESTNUT AVENUE 7.250 2,537.76
86
7.000 2,537.76
325,000.00
TOWSON MD 21204 2 12/20/95
14
33414460 05 02/01/96
25
33414460 O 01/01/11
0
1475561 447/447 F 239,200.00
ZZ
WHIMAN DAVID A 180 237,734.75
1
179 WALNUT STREET UNIT 179 7.375 2,200.46
80
7.125 2,200.46
299,500.00
NEWTON MA 02160 1 12/21/95
00
3352103 01 02/01/96
0
3352103 O 01/01/11
0
1475562 447/447 F 288,000.00
ZZ
JONES RONALD J 180 286,235.84
1
976 REDWING DRIVE 7.375 2,649.38
80
7.125 2,649.38
360,000.00
COPPELL TX 75019 1 12/28/95
00
3338751 03 02/01/96
0
3338751 O 01/01/11
0
1475563 447/447 F 381,500.00
ZZ
BOPP JOSEPHINEH 180 378,133.76
1
601 EUCLID AVENUE 7.875 3,618.34
70
7.625 3,618.34
545,000.00
SANDPOINT ID 83864 5 11/24/95
00
3359201 05 01/01/96
0
1
3359201 O 12/01/10
0
1475565 447/447 F 612,800.00
ZZ
HARRIS G L 180 609,207.05
1
8320 MEADOWBROOK DRIVE 7.875 5,812.10
69
7.625 5,812.10
900,000.00
FORT WORTH TX 76119 2 12/18/95
00
3380369 05 02/01/96
0
3380369 O 01/01/11
0
1475567 447/447 F 475,000.00
ZZ
FIGAROLA OSCAR J 180 452,608.37
1
7239 EAST LAGO DRIVE 8.375 4,642.77
68
8.125 4,642.77
700,000.00
CORAL GABLES FL 33143 2 10/12/94
00
3024985 03 12/01/94
0
3024985 O 11/01/09
0
1475569 447/447 F 262,500.00
ZZ
PATCH ALLEN R 180 261,689.67
1
2531 W. WINDSOR MANOR COURT 7.250 2,396.27
74
7.000 2,396.27
355,000.00
SOUTH JORDAN UT 84095 5 01/08/96
00
3379020 05 03/01/96
0
3379020 O 02/01/11
0
1475574 754/754 F 250,000.00
ZZ
LINDAHL JANE S 180 249,244.97
1
287 ALPINE STREET 7.500 2,317.53
63
7.250 2,317.53
400,000.00
YARMOUTH ME 04096 5 01/26/96
00
43857 05 03/01/96
0
43857 O 02/01/11
0
1475591 A13/728 F 232,000.00
ZZ
YANGOUYIAN MICHAEL H 180 231,291.61
1
17816 FARMCREST 7.375 2,134.22
80
7.125 2,134.22
290,000.00
NORTHVILLE MI 48167 2 01/29/96
00
0380353384 05 03/01/96
0
960005239 O 02/01/11
0
1
1475605 450/728 F 501,000.00
ZZ
SARKISSIAN SAM 180 499,536.08
1
331 MAVERICK COURT 7.875 4,751.73
72
7.625 4,751.73
700,000.00
LAFAYETTE CA 94549 2 01/23/96
00
0380352741 05 03/01/96
0
3964343 O 02/01/11
0
1475670 909/728 F 650,000.00
ZZ
TYNER ROBERT E 180 650,000.00
1
#13 THE POINT 7.875 6,164.93
60
7.625 6,164.93
1,100,000.00
CORONADO CA 92118 2 02/15/96
00
0380362591 03 04/01/96
0
6002076 O 03/01/11
0
1475697 559/728 F 264,000.00
ZZ
JUNG MYUNG S 180 264,000.00
1
668 DEVISADERO STREET 7.000 2,372.91
80
6.750 2,372.91
330,000.00
MONTEREY CA 93940 1 01/29/96
00
0380346438 05 04/01/96
0
0452912 O 03/01/11
0
1475848 201/728 F 220,000.00
ZZ
MANZI CATELLO 180 219,342.83
1
1 HICKORY LANE 7.625 2,055.09
79
COUNTY OF MONMOUTH 7.375 2,055.09
280,000.00
FREEHOLD NJ 07728 2 01/18/96
00
0380348343 05 03/01/96
0
3800867826 O 02/01/11
0
1476310 A50/A50 F 234,000.00
ZZ
WILLOUGHBY DUANE P 180 233,285.50
1
1353 HIGHWAY 42 7.375 2,152.62
90
7.125 2,152.62
260,000.00
CALERA AL 35040 2 01/31/96
01
60096 05 03/01/96
12
60096 O 02/01/11
0
1476326 A50/A50 F 108,000.00
ZZ
GERMAIN WILLIAM L 180 107,673.83
1
2209 STERLING RIDGE CIRCLE 7.500 1,001.17
62
7.250 1,001.17
175,500.00
1
BIRMINGHAM AL 35216 1 01/26/96
00
UNKNOWN 03 03/01/96
0
UNKNOWN O 02/01/11
0
1476367 163/728 F 339,500.00
ZZ
GERARDI GASPER V 180 338,474.67
1
1 HOLBROOK COURT 7.500 3,147.21
70
7.250 3,147.21
485,000.00
MONTVILLE NJ 07082 2 01/12/96
00
0380343609 05 03/01/96
0
371652091 O 02/01/11
0
1476401 241/728 F 245,000.00
ZZ
REYNOLDS ROBERT O 180 244,243.70
1
1607 BRENTFORD LANE 7.250 2,236.51
77
7.000 2,236.51
320,000.00
FORT COLLINS CO 80525 2 01/17/96
00
0380357336 03 03/01/96
0
3007228737 O 02/01/11
0
1476405 A13/728 F 318,750.00
ZZ
JAMORA CARL L 180 317,808.27
1
6378 OLD VINCENNES ROAD 7.750 3,000.32
75
7.500 3,000.32
425,000.00
FLOYD KNOBS IN 47119 5 01/23/96
00
0380364779 05 03/01/96
0
960000111 O 02/01/11
0
1476580 232/232 F 335,000.00
ZZ
HASTON III HUGH B 180 335,000.00
1
4301 VENETIA BLVD 6.875 2,987.71
68
6.625 2,987.71
495,000.00
JACKSONVILLE FL 32210 1 02/01/96
00
2283083 05 04/01/96
0
2283083 O 03/01/11
0
1476586 367/367 F 174,009.00
ZZ
FRECAUT OLIVIER 161 173,366.93
1
10916 BLOOMINGDALE DRIVE 7.250 1,693.37
49
7.000 1,693.37
358,000.00
ROCKVILLE MD 20852 1 02/12/96
00
252260 09 03/01/96
0
252260 O 07/01/09
0
1
1476593 369/728 F 460,000.00
ZZ
BASSINDER DAVID 180 458,625.92
1
805 LONG POINT LANE 7.625 4,297.00
79
7.375 4,297.00
585,000.00
POINT PLEASANT NJ 08742 1 01/10/96
00
0380348863 05 03/01/96
0
49062268 O 02/01/11
0
1476609 286/286 F 238,800.00
ZZ
KEEN ROBERT C 180 238,070.84
1
4539 E 500 N 7.375 2,196.78
75
7.125 2,196.78
318,500.00
GREENFIELD IN 46140 2 01/31/96
00
8349229 05 03/01/96
0
8349229 O 02/01/11
0
1476649 696/728 F 318,750.00
ZZ
MENDIS DAVID P 180 317,776.72
1
1702 CHESTERFORD WAY 7.375 2,932.26
75
7.125 2,932.26
425,000.00
MCLEAN VA 22101 5 02/02/96
00
0380347485 05 03/01/96
0
2156917 O 02/01/11
0
1476670 163/163 F 250,000.00
ZZ
PARSONS JASPER 180 249,261.39
1
1414 KITTRELL ROAD 7.750 2,353.19
77
7.500 2,353.19
325,000.00
FRANKLIN TN 37064 2 01/26/96
00
55450399 05 03/01/96
0
55450399 O 02/01/11
0
1476700 461/728 F 141,000.00
ZZ
HIBBARD JERALD J 180 141,000.00
1
26681 CORTINA DRIVE 7.250 1,287.14
68
7.000 1,287.14
210,000.00
MISSION VIEJO CA 92691 2 01/31/96
00
0380347857 03 04/01/96
0
20988572 O 03/01/11
0
1477784 491/491 F 600,000.00
ZZ
BAKER ROBERT L 180 598,187.92
1
1
6500 HAIG POINT COURT 7.500 5,562.08
77
7.250 5,562.08
780,000.00
FORT WORTH TX 76132 2 01/10/96
00
60134607 03 03/01/96
0
60134607 O 02/01/11
0
1477785 491/491 F 320,000.00
ZZ
GRAY, JR. RICHARD O 180 317,145.38
1
500 98TH AVE SE 7.750 3,012.09
66
7.500 3,012.09
490,000.00
BELLEVUE WA 98004 5 11/03/95
00
60161400 05 01/01/96
0
60161400 O 12/01/10
0
1477786 491/491 F 205,500.00
ZZ
RODRIGUEZ FRANK 180 204,213.53
1
16315 29TH DR SE 7.125 1,861.49
79
6.875 1,861.49
261,000.00
MILL CREEK WA 98012 2 12/19/95
00
60162210 03 02/01/96
0
60162210 O 01/01/11
0
1477787 491/491 F 283,100.00
ZZ
SORRELS RANDALL O 180 282,263.59
1
4524 PALMETTO STREET 7.750 2,664.76
71
7.500 2,664.76
400,000.00
BELLAIRE TX 77401 2 01/10/96
00
60165553 05 03/01/96
0
60165553 O 02/01/11
0
1477788 491/491 F 260,650.00
ZZ
COURTWRIGHT GREGORY S 180 259,121.76
1
6957 LAKESHORE DRIVE 7.875 2,472.14
74
7.625 2,472.14
355,000.00
DALLAS TX 75214 2 12/11/95
00
60167645 05 02/01/96
0
60167645 O 01/01/11
0
1477789 491/491 F 230,000.00
ZZ
HALEY JOHN O 180 228,565.09
1
3530 NE 182ND ST 7.250 2,099.59
57
7.000 2,099.59
410,000.00
SEATTLE WA 98155 5 12/04/95
00
60208449 05 02/01/96
0
1
60208449 O 01/01/11
0
1477790 491/491 F 278,000.00
ZZ
MARTIN ROBERT T 180 276,297.08
1
1965 SW 16TH AVE 7.375 2,557.39
61
7.125 2,557.39
457,000.00
PORTLAND OR 97201 2 12/20/95
00
60461772 05 02/01/96
0
60461772 O 01/01/11
0
1477791 491/491 F 400,000.00
ZZ
WILSON DAVID J 180 398,738.01
1
5036 SW HILLTOP LANE 7.000 3,595.32
60
6.750 3,595.32
675,000.00
PORTLAND OR 97221 1 01/11/96
00
60461934 05 03/01/96
0
60461934 O 02/01/11
0
1477792 491/491 F 232,500.00
ZZ
ECKELMAN BRUCE W 180 231,091.25
1
5450 SOUTHWEST 18TH DRIVE 7.500 2,155.31
70
7.250 2,155.31
335,000.00
PORTLAND OR 97201 5 12/26/95
00
60462272 05 02/01/96
0
60462272 O 01/01/11
0
1477793 491/491 F 300,000.00
ZZ
SIMPSON KENNETH G 180 298,101.50
1
3905 LAKE POWELL DRIVE 7.000 2,696.49
80
6.750 2,696.49
375,000.00
ARLINGTON TX 76016 1 12/20/95
00
60500221 05 02/01/96
0
60500221 O 01/01/11
0
1477794 491/491 F 320,800.00
ZZ
KNIES EUGENE D 180 318,608.11
1
2204 MISTY WAY 6.875 2,861.07
80
6.625 2,861.07
401,274.00
MCKINNEY TX 75070 1 12/16/95
00
60500514 03 02/01/96
0
60500514 O 01/01/11
0
1
1477795 491/491 F 300,000.00
ZZ
SUTTON RANDALL C 180 298,101.50
1
8610 RED PHEASANT COURT 7.000 2,696.49
76
6.750 2,696.49
395,000.00
HOUSTON TX 77040 4 12/28/95
00
60500581 03 02/01/96
0
60500581 O 01/01/11
0
1477796 491/491 F 336,950.00
ZZ
LISCH RANDY L 180 334,817.66
1
702 LAS LOMAS DRIVE 7.000 3,028.61
73
6.750 3,028.61
465,000.00
AUSTIN TX 78746 2 12/27/95
00
60501006 03 02/01/96
0
60501006 O 01/01/11
0
1477797 429/429 F 317,000.00
ZZ
BRAVERMAN ALAN C 180 311,227.46
1
1668 GOLF COURSE DRIVE 7.625 2,961.19
77
7.375 2,961.19
414,000.00
BELLEVILLE IL 62220 2 08/21/95
00
10059160 05 10/01/95
0
10059160 O 09/01/10
0
1477799 429/429 F 206,100.00
ZZ
FIRPO ALAN J 180 204,179.78
1
9432 SADDLER DRIVE 7.250 1,881.41
90
7.000 1,881.41
229,000.00
GILROY CA 95020 2 11/02/95
04
10128080 05 01/01/96
17
10128080 O 12/01/10
0
1477800 429/429 F 224,500.00
ZZ
PARADELA CHETO A 180 222,376.23
1
1304 CHESSINGTON DRIVE 7.875 2,129.27
78
7.625 2,129.27
289,000.00
SAN JOSE CA 95131 2 11/07/95
00
10138519 05 01/01/96
0
10138519 O 12/01/10
0
1477801 429/429 F 255,000.00
ZZ
NEWELL RICHARD G 180 253,270.45
1
5307 HEAVEN VALLEY COURT 7.625 2,382.03
90
7.375 2,382.03
285,000.00
1
SAN JOSE CA 95136 2 11/29/95
04
10138634 05 02/01/96
12
10138634 O 01/01/11
0
1477810 429/429 F 240,000.00
ZZ
CUA CHRISTOPH 180 235,629.56
1
33 BELLEVUE STREET 7.625 2,241.92
33
7.375 2,241.92
730,000.00
WELLESLEY MA 02181 2 08/24/95
00
21183967 05 10/01/95
0
21183967 O 09/01/10
0
1477814 429/429 F 360,000.00
ZZ
GLATSTEIN ISAAC Z 180 353,444.42
3
103 MYRTLE STREET 7.625 3,362.87
80
7.375 3,362.87
450,000.00
BOSTON MA 02116 1 08/31/95
00
21221221 07 10/01/95
0
21221221 O 09/01/10
0
1477816 429/429 F 260,000.00
ZZ
MORTIMER ERROL S 180 257,705.85
1
18 FLINTLOCK DRIVE 7.875 2,465.97
93
7.625 2,465.97
280,000.00
SHREWSBURY MA 01545 2 11/15/95
14
21278122 05 01/01/96
25
21278122 O 12/01/10
0
1477819 429/429 F 232,000.00
ZZ
ATASSI MOHAMMAD S 180 230,609.57
1
4705 KANAWHA AVENUE SE 7.625 2,167.18
80
7.375 2,167.18
290,000.00
CHARLESTON WV 25304 1 12/01/95
00
21293881 05 02/01/96
0
21293881 O 01/01/11
0
1477821 429/429 F 280,000.00
ZZ
TASHJIAN DOUGLAS W 180 278,321.90
1
70 GRANT STREET 7.625 2,615.56
69
7.375 2,615.56
408,000.00
NEEDHAM MA 02192 1 12/04/95
00
21298120 05 02/01/96
0
21298120 O 01/01/11
0
1
1477823 429/429 F 250,000.00
ZZ
LUI YU-CHI 180 247,670.75
1
103 SALFORD CT 7.250 2,282.16
69
7.000 2,282.16
367,100.00
CARY NC 27513 1 11/17/95
00
21312327 03 01/01/96
0
21312327 O 12/01/10
0
1477922 439/728 F 295,000.00
ZZ
BALABANIAN RAFI 180 294,101.22
1
5564 GLENOAK COURT 7.400 2,717.95
76
7.150 2,717.95
390,000.00
SAN JOSE CA 95129 2 01/24/96
00
0380351503 05 03/01/96
0
1821276 O 02/01/11
0
1477923 439/728 F 267,000.00
ZZ
WIJESEKERA STANLEY T 180 266,175.78
1
3742 TOLAND AVENUE 7.250 2,437.35
71
7.000 2,437.35
380,000.00
LOS ALAMITOS CA 90720 2 01/12/96
00
0380351578 05 03/01/96
0
1825605 O 02/01/11
0
1477924 439/728 F 295,000.00
ZZ
DWYER DOUGLAS A 180 294,147.50
1
159 SOUTH STARFLOWER STREET 8.000 2,819.17
89
7.750 2,819.17
333,000.00
BREA CA 92621 1 01/04/96
10
0380351586 05 03/01/96
12
1832247 O 02/01/11
0
1477925 439/728 F 288,000.00
ZZ
MILEY STEPHEN M 180 287,126.38
1
929 CASEY COVE DRIVE 7.450 2,661.62
80
7.200 2,661.62
360,000.00
NOKOMIS FL 34275 1 01/24/96
00
0380351594 05 03/01/96
0
1832923 O 02/01/11
0
1477926 439/728 F 252,000.00
ZZ
ROGERS GEORGE H 180 251,194.53
1
1
7370 SOUTHWEST ARBOR LAKE DR 6.850 2,243.97
80
6.600 2,243.97
315,000.00
WILSONVILLE OR 97070 1 01/25/96
00
0380351610 03 03/01/96
0
1833193 O 02/01/11
0
1477927 439/728 F 354,800.00
ZZ
JOANOU DANA M 180 353,740.17
1
5 CARNELIAN 7.625 3,314.29
76
7.375 3,314.29
470,000.00
IRVINE CA 92714 2 01/12/96
00
0380351628 03 03/01/96
0
1833272 O 02/01/11
0
1477928 439/728 F 650,000.00
ZZ
EZEKIEL EPHRAIM G 180 650,000.00
1
3 VISTA SANTA ROSA 6.750 5,751.92
65
6.500 5,751.92
1,000,000.00
RANCHO MIRAGE CA 92270 1 01/31/96
00
0380351636 05 04/01/96
0
1833635 O 03/01/11
0
1477929 439/728 F 286,900.00
ZZ
NGUYEN TRONG K 180 286,006.59
1
5138 DOLIVER DRIVE 7.150 2,602.86
78
6.900 2,602.86
370,000.00
HOUSTON TX 77056 2 01/19/96
00
0380351644 03 03/01/96
0
1834093 O 02/01/11
0
1477930 439/728 F 373,500.00
ZZ
FOGLEMAN CARL V 180 372,371.99
1
19426 IRONWOOD LANE 7.500 3,462.39
79
7.250 3,462.39
475,000.00
HUNTINGTON BEAC CA 92648 2 01/19/96
00
0380351651 03 03/01/96
0
1835248 O 02/01/11
0
1477931 439/728 F 272,000.00
ZZ
TYLER JAN 180 271,134.36
1
1606 ORAMAS ROAD 6.900 2,429.64
74
6.650 2,429.64
372,000.00
SANTA BARBARA CA 93103 1 01/25/96
00
0380351669 05 03/01/96
0
1
1836282 O 02/01/11
0
1477942 772/772 F 275,000.00
ZZ
HANSEN JUSTIN G 180 274,178.54
1
98 OLD SCHOOL ROAD 7.625 2,568.86
49
7.375 2,568.86
566,000.00
METTAWA IL 60048 2 01/25/96
00
7100423 05 03/01/96
0
7100423 O 02/01/11
0
1477956 A13/728 F 477,000.00
ZZ
PODOLAK ROBERT 180 475,559.40
1
4835 BOW MAR DRIVE 7.500 4,421.85
80
7.250 4,421.85
600,000.00
LITTLETON CO 80123 2 01/30/96
00
0380354598 05 03/01/96
0
960003763 O 02/01/11
0
1477965 025/025 F 256,000.00
ZZ
GREENE H J 180 256,000.00
1
55 GLADWYNE RIDGE DRIVE 7.250 2,336.93
80
7.000 2,336.93
320,000.00
ALPHARETTA GA 30201 2 01/30/96
00
531448 03 04/01/96
0
531448 O 03/01/11
0
1477966 025/025 F 312,000.00
ZZ
RAMIREZ DENISE L 180 311,026.31
1
2349 BROOKSIDE DRIVE 7.125 2,826.19
75
6.875 2,826.19
420,000.00
IDIALANTIC FL 32903 2 01/26/96
00
458582 05 03/01/96
0
458582 O 02/01/11
0
1478055 560/560 F 146,000.00
ZZ
CROW JR EARL H 180 145,544.37
1
358 WOLDUNN CIRCLE 7.125 1,322.51
49
6.875 1,322.51
300,000.00
LAKE MARY FL 32746 1 01/31/96
00
450330998 03 03/01/96
0
450330998 O 02/01/11
0
1
1478061 560/560 F 424,900.00
ZZ
TAGHAVI ALI A 180 423,616.75
1
9720 N FOX HILL CIRCLE 7.500 3,938.88
70
7.250 3,938.88
607,000.00
GERMANTOWN TN 38139 1 01/31/96
00
450332317 05 03/01/96
0
450332317 O 02/01/11
0
1478062 560/560 F 990,000.00
ZZ
ZARRELLA RONALD L 180 984,001.45
1
1250 W LONG LAKE RD 7.500 9,177.43
66
7.250 9,177.43
1,500,000.00
BLOOMFIELD HILL MI 48302 2 12/28/95
00
450311584 05 02/01/96
0
450311584 O 01/01/11
0
1478064 560/560 F 307,000.00
ZZ
SHIFLETT JR EARL L 180 305,999.45
1
1415 TAYSIDE WAY 6.625 2,695.45
76
6.375 2,695.45
407,000.00
BEL AIR MD 21015 2 01/24/96
00
450328026 05 03/01/96
0
450328026 O 02/01/11
0
1478065 560/560 F 286,900.00
ZZ
BROWN JR LAWRENCE S 180 286,004.64
1
301 HANNA ROAD 7.125 2,598.83
73
6.875 2,598.83
398,000.00
RIVER VALE NJ 07675 2 01/24/96
00
450327838 05 03/01/96
0
450327838 O 02/01/11
0
1478066 560/560 F 292,800.00
ZZ
GOLDMAN WILLIAM J 180 291,905.96
1
855 LEWIS LANE 7.375 2,693.54
54
7.125 2,693.54
549,000.00
AMBLER PA 19002 2 01/25/96
00
450328844 05 03/01/96
0
450328844 O 02/01/11
0
1478070 163/728 F 650,000.00
ZZ
MEEHAN III LEO J 180 646,230.66
1
354 JERUSALEM ROAD 8.000 6,211.74
55
7.750 6,211.74
1,200,000.00
1
COHASSETT MA 02025 2 12/21/95
00
0380345992 05 02/01/96
0
215058854 O 01/01/11
0
1478074 A13/728 F 304,000.00
ZZ
KHANBILVARDI REZA 180 304,000.00
1
39 SNOWDROP DRIVE 7.500 2,818.12
80
7.250 2,818.12
380,000.00
NEW CITY NY 10956 1 02/01/96
00
0380354374 05 04/01/96
0
950216383 O 03/01/11
0
1478075 560/560 F 475,000.00
T
BALDWIN WILLIAM A 180 473,533.69
1
1116 EMERALD RD 7.250 4,336.10
75
7.000 4,336.10
637,000.00
SILVERTHORNE CO 80498 1 01/31/96
00
450331467 05 03/01/96
0
450331467 O 02/01/11
0
1478076 560/560 F 450,000.00
ZZ
SLAMA DONALD F 180 448,655.80
1
E 4476 HIGHWAY 33 7.625 4,203.58
69
7.375 4,203.58
660,000.00
LA VALLE WI 53941 2 01/26/96
00
450330857 05 03/01/96
0
450330857 O 02/01/11
0
1478079 560/560 F 51,700.00
ZZ
LAZZARO MARGARET S 180 51,553.88
1
544 NORTH JOYCE 8.250 501.56
34
8.000 501.56
155,000.00
LOMBARD IL 60148 2 01/26/96
00
450330683 05 03/01/96
0
450330683 O 02/01/11
0
1478080 560/560 F 353,500.00
ZZ
CLOUT RICHARD J 180 352,384.72
1
1324 SANDRINGHAM WAY 7.000 3,177.36
70
6.750 3,177.36
505,000.00
BLOOMFIELD HILL MI 48301 5 01/19/96
00
450322623 05 03/01/96
0
450322623 O 02/01/11
0
1
1478088 A13/728 F 260,800.00
ZZ
PAIGE RANDALL G 180 259,986.09
1
4040 CULLEN RD 7.125 2,362.41
62
6.875 2,362.41
425,000.00
FENTON MI 48430 2 01/25/96
00
0380364795 05 03/01/96
0
2644 O 02/01/11
0
1478100 731/728 F 296,000.00
ZZ
FONG PAUL E 180 295,115.81
1
1242 40TH AVENUE 7.625 2,765.02
80
7.375 2,765.02
370,000.00
SACRAMENTO CA 95822 2 01/12/96
00
0380348202 05 03/01/96
0
110540340 O 02/01/11
0
1478108 025/025 F 297,750.00
ZZ
ABIS DAVID 180 296,830.86
1
8268 MAN-O-WAR ROAD 7.250 2,718.05
75
7.000 2,718.05
397,000.00
PALM BEACH GARD FL 33418 5 01/26/96
00
483701 05 03/01/96
0
483701 O 02/01/11
0
1478252 570/570 F 293,700.00
ZZ
MILLS DAVID 180 291,996.82
1
11125 SW 57TH COURT 8.000 2,806.76
64
7.750 2,806.76
465,000.00
COOPER CITY FL 33328 2 12/20/95
00
5834999 05 02/01/96
0
5834999 O 01/01/11
0
1478408 550/550 F 352,000.00
ZZ
SALVATIERRA JR OSCAR 180 352,000.00
1
1794 STANFORD AVENUE 7.400 3,243.11
42
7.150 3,243.11
840,000.00
MENLO PARK CA 94025 2 02/07/96
00
120183715 05 04/01/96
0
120183715 O 03/01/11
0
1478423 593/593 F 350,000.00
ZZ
SIMONE JOSEPH V 180 348,931.30
1
1
912 EAST CHANDLER DRIVE 7.375 3,219.74
64
7.125 3,219.74
550,000.00
SALT LAKE CITY UT 84102 1 01/31/96
00
6580450 05 03/01/96
0
6580450 O 02/01/11
0
1478441 447/447 F 500,000.00
ZZ
TYNDALL ROBERT A 180 493,968.54
1
1900 SOARING COURT 7.625 4,670.65
68
7.375 4,670.65
736,069.00
LAS VEGAS NV 89134 4 10/23/95
00
3289949 03 12/01/95
0
3289949 O 11/01/10
0
1478581 575/728 F 268,000.00
ZZ
NEEMAN AMNON 180 267,126.56
1
6 JAMES SPRING COURT 6.625 2,353.02
80
6.375 2,353.02
335,000.00
ROCKVILLE MD 20850 1 01/31/96
00
0380348269 03 03/01/96
0
421014293 O 02/01/11
0
1478714 232/232 F 458,000.00
ZZ
HINCKLEY DANIEL K 180 456,646.87
1
4780 SAGEWOOD DRIVE 7.750 4,311.05
61
7.500 4,311.05
760,000.00
IDAHO FALLS ID 83406 2 01/19/96
00
183891 05 03/01/96
0
183891 O 02/01/11
0
1478725 163/163 F 250,000.00
ZZ
AARSBY LARRY H 180 248,550.26
1
2310 BLUFFS RIDGE DRIVE 8.000 2,389.13
75
7.750 2,389.13
335,000.00
GILLETTE WY 82718 4 12/22/95
00
55267728 05 02/01/96
0
55267728 O 01/01/11
0
1478760 E22/728 F 125,000.00
ZZ
LUI KWOKMAN 180 125,000.00
1
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70
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180,000.00
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1
410067052 O 03/01/11
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1478783 927/728 F 590,000.00
ZZ
CANETE DANELO R 180 588,158.72
1
3139 BEAUMONT WOODS PLACE 7.125 5,344.41
74
6.875 5,344.41
800,000.00
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0380355769 05 03/01/96
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KAPLAN LAWRENCE J 180 440,000.00
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657 EL MEDIO AVENUE 7.500 4,078.86
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600,000.00
PACIFIC PALISAD CA 90272 2 02/02/96
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1478835 450/728 F 275,000.00
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MROZ BARBARA 180 275,000.00
1
5895 PINE AIRE CT 7.375 2,529.79
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7.125 2,529.79
587,000.00
OAKLAND TOWNSHI MI 48306 1 02/05/96
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0380359175 05 04/01/96
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3799541 O 03/01/11
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1478969 644/644 F 332,000.00
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SAPP CURTIS C 180 332,000.00
1
2548 GRAVELLY BEACH ROAD NW 7.500 3,077.68
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425,000.00
OLYMPIA WA 98502 2 02/07/96
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19509861 O 03/01/11
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1478983 686/686 F 55,000.00
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ZOECKLER III GEORGE L 180 55,000.00
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39
7.175 507.52
141,000.00
BETHEL PARK PA 15102 1 02/02/96
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30817163736 05 04/01/96
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30817163736 O 03/01/11
0
1
1478984 686/686 F 297,000.00
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MOORE ROBERT D 180 296,073.12
1
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60
6.875 2,690.32
500,000.00
DALLAS TX 75287 2 01/29/96
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30817405525 05 03/01/96
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30817405525 O 02/01/11
0
1478985 686/686 F 80,700.00
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ESK RUTH P 180 80,476.93
1
1865 GREEN RIDGE DRIVE 8.500 794.69
68
8.250 794.69
120,000.00
CARROLLTON TX 75007 2 01/29/96
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30817405582 05 03/01/96
0
30817405582 O 02/01/11
0
1478988 686/686 F 70,850.00
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ELKINS PAUL L 180 70,850.00
1
4518 SAO PAULO 7.750 666.90
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7.500 666.90
121,000.00
PASADENA TX 77504 2 02/01/96
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30817314438 03 04/01/96
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30817314438 O 03/01/11
0
1478999 686/686 F 71,000.00
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STEPHENSON MORRIS M 180 70,790.23
1
9420 AMAZON DRIVE 7.750 668.31
71
7.500 668.31
101,000.00
NEW PORT RICHEY FL 34655 2 02/05/96
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30817375264 05 03/01/96
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30817375264 O 02/01/11
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1479000 686/686 F 114,800.00
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LAM LEN 180 114,800.00
1
11451 15TH AVENUE SW 7.375 1,056.08
70
7.125 1,056.08
164,000.00
SEATTLE WA 98146 1 02/05/96
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30817398613 05 04/01/96
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30817398613 O 03/01/11
0
1479008 686/686 F 277,500.00
ZZ
PATRICK DALE J 180 277,500.00
1
1159 BRACE AVENUE 7.000 2,494.25
75
6.750 2,494.25
370,000.00
1
SAN JOSE CA 95125 5 02/01/96
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30816849715 01 04/01/96
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30816849715 O 03/01/11
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1479009 686/686 F 119,000.00
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LIU CHEN K 180 119,000.00
1
1707 PEBBLESTONE COURT 7.500 1,103.15
75
7.250 1,103.15
158,900.00
MISSOURI CITY TX 77459 1 02/09/96
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30817314941 03 04/01/96
0
30817314941 O 03/01/11
0
1479010 686/686 F 66,000.00
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RYALLS LAWRENCE J 180 66,000.00
1
UNIT #434 GREENS CONDO, 7.550 613.71
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434 THOREAU STREET 7.300 613.71
100,000.00
BRANFORD CT 06405 5 02/07/96
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30817326747 01 04/01/96
0
30817326747 O 03/01/11
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1479014 686/686 F 350,000.00
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ZENTGRAF DUANE E 180 350,000.00
1
2701 WOODBRIDGE CT 7.375 3,219.74
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480,000.00
WEST FRIENDSHIP MD 21794 2 02/08/96
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30817301526 05 04/01/96
0
30817301526 O 03/01/11
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1479035 822/728 F 165,000.00
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MATAI DIANE 180 163,412.20
1
3 KELLIE CT 6.875 1,471.56
66
6.625 1,471.56
250,000.00
CALIFON NJ 07830 2 11/22/95
00
0380361072 05 01/01/96
0
3516003790 O 12/01/10
0
1479057 822/728 F 300,000.00
ZZ
LEIMKUHLER JR URBAN E 180 299,043.18
1
LOT 5 ACORN LANE 6.875 2,675.57
53
6.625 2,675.57
565,996.00
FAIRFIELD CT 06490 1 01/29/96
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0380351024 05 03/01/96
0
3536003753 O 02/01/11
0
1
1479058 367/367 F 238,153.94
ZZ
DABBAGH USAMAH S 167 237,307.61
1
4805 FOXHALL CRESCENT NW 7.000 2,235.56
33
6.750 2,235.56
730,000.00
WASHINGTON DC 20007 1 02/13/96
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7562471 05 03/01/96
0
7562471 O 01/01/10
0
1479148 387/387 F 276,000.00
ZZ
LEUNG DAVID 180 275,138.66
1
2942 MEADOWLANDS LANE 7.125 2,500.09
63
6.875 2,500.09
440,000.00
SAN JOSE CA 95135 2 01/12/96
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575134 05 03/01/96
0
575134 O 02/01/11
0
1479153 163/728 F 230,000.00
ZZ
MORA ARMANDO 180 229,335.33
1
21406 ANZA AVENUE 8.000 2,198.00
88
7.750 2,198.00
263,000.00
TORRANCE CA 90503 2 01/08/96
14
0380350034 05 03/01/96
25
215069414 O 02/01/11
0
1479167 554/554 F 400,000.00
ZZ
RABINS RICHARD 180 391,383.42
1
67 SHADY HILL ROAD 7.500 3,708.05
59
7.250 3,708.05
679,000.00
WESTON MA 02193 1 07/21/95
00
6809550 05 09/01/95
0
6809550 O 08/01/10
0
1479168 554/554 F 243,000.00
ZZ
ALTEKRUSE PHILIP 120 208,268.54
2
19 21 LONGFELLOW ROAD 7.125 2,837.12
61
6.875 2,837.12
400,000.00
CAMBRIDGE MA 02138 2 04/20/94
00
6804675 05 06/01/94
0
6804675 O 05/01/04
0
1479171 554/554 F 292,900.00
ZZ
FELDMAN JOHN D 180 284,474.25
1
1
1 BLACKHORSE LANE 7.500 2,715.22
80
7.250 2,715.22
369,000.00
HINGHAM MA 02043 1 07/28/95
00
6809678 05 09/01/95
0
6809678 O 08/01/10
0
1479175 554/554 F 240,000.00
ZZ
YANUSHPOLSKY JOSEPH 120 229,042.46
1
9 BALLARD TERRACE 7.625 2,864.52
69
7.375 2,864.52
350,000.00
LEXINGTON MA 02173 2 06/26/95
00
6809196 05 08/01/95
0
6809196 O 07/01/05
0
1479176 765/728 F 160,000.00
ZZ
LEE YOUNG S 180 160,000.00
1
5802 WARWICK CIRCLE 7.375 1,471.88
64
7.125 1,471.88
250,000.00
LA PALMA CA 90623 2 02/09/96
00
0380359910 05 04/01/96
0
312650 O 03/01/11
0
1479278 976/728 F 447,000.00
ZZ
LODER JOHN M 180 445,650.00
1
36 MARSH STREET 7.500 4,143.75
72
7.250 4,143.75
624,000.00
DEDHAM MA 02026 2 01/31/96
00
0380358714 05 03/01/96
0
703791 O 02/01/11
0
1479528 450/728 F 337,500.00
ZZ
PYKE ROBERT M 180 336,469.48
1
11 DORADO PLACE 7.375 3,104.74
75
7.125 3,104.74
450,000.00
ROLLING HILLS E CA 90274 2 01/24/96
00
0380359183 05 03/01/96
0
3960523 O 02/01/11
0
1479569 757/757 F 84,000.00
ZZ
BEAVER GERALD R 180 84,000.00
1
330 HIGGINS ROAD 7.375 772.74
63
7.125 772.74
135,000.00
FLOVILLA GA 30216 2 02/15/96
00
2736247 05 04/01/96
0
1
2736247 O 03/01/11
0
1479648 375/728 F 295,000.00
ZZ
HOLLAND RODNEY G 180 294,099.25
1
162 MELROSE DR 7.375 2,713.77
64
7.125 2,713.77
465,000.00
MONTGOMERY TX 77356 4 01/29/96
00
0380361809 03 03/01/96
0
403818 O 02/01/11
0
1479660 286/286 F 356,000.00
ZZ
JACKSON JOHN D 180 356,000.00
1
73 FOREST HOLLOW DR 7.250 3,249.80
75
7.000 3,249.80
480,000.00
CICERO IN 46034 2 02/08/96
00
8434945 05 04/01/96
0
8434945 O 03/01/11
0
1479662 025/025 F 267,200.00
ZZ
WELDON CASEY 180 267,200.00
1
4309 PLACE LE MANES 7.625 2,496.00
80
7.375 2,496.00
334,000.00
LUTZ FL 33549 1 02/08/96
00
458858 03 04/01/96
0
458858 O 03/01/11
0
1479678 025/025 F 280,000.00
ZZ
HALL DOUGLAS S 180 279,126.17
1
4229 FRANKLIN PIKE 7.125 2,536.33
63
6.875 2,536.33
450,000.00
NASHVILLE TN 37204 5 01/26/96
00
256150 05 03/01/96
0
256150 O 02/01/11
0
1479763 624/728 F 393,750.00
ZZ
FREITAS MICHAEL J 180 393,750.00
1
132 STONEYBROOK WAY 7.375 3,622.20
75
7.125 3,622.20
525,000.00
SANTA CRUZ CA 95060 5 02/12/96
00
0380361932 05 04/01/96
0
4600176001612 O 03/01/11
0
1
1479789 624/728 F 109,250.00
ZZ
KIM JUNG J 180 109,250.00
1
7812 CAMROSE WAY 7.000 981.97
95
6.750 981.97
115,000.00
SACRAMENTO CA 95828 2 02/05/96
11
0380360207 05 04/01/96
30
4160016001 O 03/01/11
0
1479798 429/429 F 305,000.00
ZZ
DORON WILLIAM B 180 302,127.46
1
1277 HELFORD LANE 7.125 2,762.79
80
6.875 2,762.79
382,000.00
CARMEL IN 46032 2 11/16/95
00
21288436 03 01/01/96
0
21288436 O 12/01/10
0
1479807 429/429 F 360,000.00
ZZ
MCAULIFF STEPHEN J 180 357,865.95
1
2233 WEST HYDE WAY 7.750 3,388.59
79
7.500 3,388.59
460,000.00
VISALIA CA 93291 1 11/22/95
00
10130011 05 02/01/96
0
10130011 O 01/01/11
0
1479851 429/429 F 351,000.00
ZZ
ESPINOLA TRINA E 180 348,790.84
1
11495 9TH STREET EAST 7.500 3,253.81
90
7.250 3,253.81
390,000.00
TREASURE ISLAND FL 33706 1 12/20/95
04
10138014 05 02/01/96
17
10138014 O 01/01/11
0
1479861 429/429 F 478,800.00
ZZ
GILLIS JAY S 180 473,086.63
1
4990 WORTHINGTON ROAD 7.750 4,506.83
73
7.500 4,506.83
660,000.00
WESTERVILLE OH 43082 2 10/27/95
00
2127959191 05 12/01/95
0
2127959191 O 11/01/10
0
1479867 429/429 F 358,000.00
ZZ
HARRIS ROBERT J 180 354,058.57
1
162 LAUREL AVENUE 7.875 3,395.45
61
7.625 3,395.45
595,000.00
1
HIGHLAND PARK IL 60035 2 11/16/95
00
0010060747 05 01/01/96
0
0010060747 O 12/01/10
0
1479871 429/429 F 356,000.00
ZZ
BOLZ E A 180 352,718.88
1
5130 CARMEL CLUB DRIVE 7.375 3,274.93
80
7.125 3,274.93
445,000.00
CHARLOTTE NC 28226 2 11/20/95
00
21294277 05 01/01/96
0
21294277 O 12/01/10
0
1479883 429/429 F 404,000.00
ZZ
MAY PARKER T 180 402,806.41
1
12100 WOLF VALLEY DRIVE 7.750 3,802.76
58
7.500 3,802.76
705,000.00
CLIFTON VA 22024 2 12/28/95
00
21130547 05 03/01/96
0
21130547 O 02/01/11
0
1479886 429/429 F 253,200.00
ZZ
CHANG JIN W 180 247,509.38
1
4120 NORTH KENNICOTT 7.000 2,275.83
80
6.750 2,275.83
316,500.00
ARLINGTON HEIGH IL 60004 1 07/31/95
00
44834 05 09/01/95
0
44834 O 08/01/10
0
1479893 429/429 F 315,000.00
ZZ
SHIELDS SCOTT W 180 312,096.77
1
11417 EDGELAKE COURT 7.375 2,897.76
70
7.125 2,897.76
450,000.00
GLEN ALLEN VA 23059 5 11/10/95
00
21290168 05 01/01/96
0
21290168 O 12/01/10
0
1479897 429/429 F 262,500.00
ZZ
KATZAP IZEA 180 235,697.45
1
184-24 HOVENDEN ROAD 7.500 2,433.41
70
7.250 2,433.41
375,000.00
JAMAICA ESTATES NY 11432 1 12/09/93
00
93111839 05 02/01/94
0
93111839 O 01/01/09
0
1
1479945 429/429 F 245,000.00
ZZ
SAMUELS DAVID S 180 243,482.81
1
7 RIDGE HILL WAY 7.250 2,236.52
80
7.000 2,236.52
307,000.00
ANDOVER MA 01810 2 12/11/95
00
21307798 05 02/01/96
0
21307798 O 01/01/11
0
1479947 429/429 F 100,000.00
ZZ
MIRANDA PATRICIA 180 99,407.20
1
173 GARDEN STREET 7.750 941.28
38
7.500 941.28
266,000.00
ROSLYN HEIGHTS NY 11577 2 12/07/95
00
21289863 05 02/01/96
0
21289863 O 01/01/11
0
1479952 076/076 F 234,000.00
ZZ
HOEFT MARILYN E 180 233,323.77
1
2760 MAIN ST 8.000 2,236.23
75
7.750 2,236.23
312,000.00
BARNSTABLE MA 02630 5 01/23/96
00
4228252 05 03/01/96
0
4228252 O 02/01/11
0
1479967 429/429 F 340,000.00
ZZ
WINSTON ROGER D 180 334,631.22
1
4536 MINUTEMAN DRIVE 7.125 3,079.83
80
6.875 3,079.83
425,000.00
ROCKVILLE MD 20853 2 09/12/95
00
21184957 05 11/01/95
0
21184957 O 10/01/10
0
1479971 429/429 F 268,000.00
ZZ
CHEATHAM G M 180 264,032.77
1
2951 SUMMERHURST DRIVE 7.875 2,541.85
80
7.625 2,541.85
335,000.00
MIDLOTHIAN VA 23113 1 09/22/95
00
21251822 05 11/01/95
0
21251822 O 10/01/10
0
1480011 429/429 F 260,000.00
T
WESTMORELAND BETTY J 180 258,475.57
1
1
2031 MCLAREN ROAD 7.875 2,465.97
47
7.625 2,465.97
554,000.00
NORTH PALM BEAC FL 33408 2 12/06/95
00
21305743 05 02/01/96
0
21305743 O 01/01/11
0
1480017 429/429 F 270,000.00
ZZ
CULLODEN RALPH R 180 267,751.13
1
463 LOUDEN ROAD 7.375 2,483.79
71
7.125 2,483.79
385,000.00
RIVERSIDE IL 60546 5 12/21/95
00
10161826 05 02/01/96
0
10161826 O 01/01/11
0
1480029 429/429 F 212,000.00
ZZ
WAYNE ALAN S 180 210,687.17
1
4425 PRAIRIE AVENUE 7.250 1,935.27
80
7.000 1,935.27
265,000.00
MIAMI BEACH FL 33140 1 12/27/95
00
21341177 05 02/01/96
0
21341177 O 01/01/11
0
1480038 429/429 F 308,000.00
T
VANA-PAXHIA STEVEN R 180 305,282.30
1
146 MAIN STREET 7.875 2,921.23
80
7.625 2,921.23
385,000.00
NANTUCKET MA 02554 1 11/15/95
00
21286190 05 01/01/96
0
21286190 O 12/01/10
0
1480076 405/405 F 375,000.00
ZZ
STEIN BENJAMIN J 180 373,867.45
1
4539 VIA VIENTA 7.500 3,476.30
75
7.250 3,476.30
500,000.00
MALIBU CA 90265 2 01/18/96
00
3787090 05 03/01/96
0
3787090 O 02/01/11
0
1480077 405/405 F 404,000.00
ZZ
LOWY ANDREW E 180 404,000.00
1
24229 NORTH 82ND PLACE 7.500 3,745.14
80
7.250 3,745.14
505,000.00
SCOTTSDALE AZ 85255 2 02/08/96
00
3847985 03 04/01/96
0
1
3847985 O 03/01/11
0
1480078 405/405 F 650,000.00
ZZ
MCLAREN FRED B 180 648,058.36
1
10625 OAKDALE AVENUE 7.625 6,071.85
73
7.375 6,071.85
900,000.00
LOS ANGELES CA 91311 2 01/23/96
00
3850377 03 03/01/96
0
3850377 O 02/01/11
0
1480079 405/405 F 320,000.00
ZZ
PRATT JR ORBEN 180 319,001.34
1
5575 EAST LONNA LINDA DR 7.125 2,898.66
66
6.875 2,898.66
490,000.00
LONG BEACH CA 90815 5 01/31/96
00
3854528 05 03/01/96
0
3854528 O 02/01/11
0
1480080 405/405 F 271,100.00
ZZ
KLEBANOFF JACK L 180 270,299.05
1
2410 SAN MIGUEL DRIVE 7.750 2,551.80
55
7.500 2,551.80
500,000.00
WALNUT CREEK CA 94598 2 01/19/96
00
3854858 05 03/01/96
0
3854858 O 02/01/11
0
1480291 405/405 F 366,000.00
ZZ
CHANG APRIL S 180 364,894.63
1
1872 ALFORD AVENUE 7.500 3,392.87
79
7.250 3,392.87
467,500.00
LOS ALTOS CA 94024 2 01/25/96
00
3848066 05 03/01/96
0
3848066 O 02/01/11
0
1480300 076/076 F 503,000.00
ZZ
FOLSOM JR AUBREY C 180 501,464.13
1
191 DEER MOUNTAIN CIRCLE 7.375 4,627.22
66
7.125 4,627.22
770,000.00
PELHAM AL 35124 2 01/12/96
00
5436782 05 03/01/96
0
5436782 O 02/01/11
0
1
1480302 076/076 F 253,000.00
ZZ
KING OLIVER W 180 251,516.61
1
1359 SUMTER DRIVE 7.875 2,399.58
55
7.625 2,399.58
460,000.00
MARIETTA GA 30064 2 12/20/95
00
5046202 05 02/01/96
0
5046202 O 01/01/11
0
1480308 076/076 F 275,000.00
ZZ
ROSENTHAL DAN E 180 274,187.53
1
718 EDGE LANE 7.750 2,588.51
32
7.500 2,588.51
875,000.00
LOS ALTOS CA 94024 1 01/17/96
00
5422752 05 03/01/96
0
5422752 O 02/01/11
0
1480310 076/076 F 264,000.00
ZZ
GJERS CHARLES W 180 263,202.69
1
223 BETHANY DRIVE 7.500 2,447.31
80
7.250 2,447.31
330,000.00
SCOTTS VALLEY CA 95066 2 01/19/96
00
5132982 05 03/01/96
0
5132982 O 02/01/11
0
1480317 076/076 F 300,000.00
ZZ
LOOMIS SCOTT S 180 299,113.67
1
3603 PLUM GLEN COURT 7.750 2,823.83
80
7.500 2,823.83
375,000.00
HOUSTON TX 77059 2 01/08/96
00
5390532 03 03/01/96
0
5390532 O 02/01/11
0
1480323 076/076 F 270,000.00
ZZ
COLLINS PATRICK F 180 269,184.57
1
2925 FOUR PINES DRIVE 7.500 2,502.93
60
7.250 2,502.93
450,000.00
LEXINGTON KY 40502 2 01/09/96
00
5400132 03 03/01/96
0
5400132 O 02/01/11
0
1480342 076/076 F 296,000.00
ZZ
SIMA WILLIAM F 180 295,086.26
1
3050 SAN FERNANDO ROAD 7.250 2,702.07
80
7.000 2,702.07
370,000.00
1
ATASCADERO CA 93422 1 01/16/96
00
5434582 05 03/01/96
0
5434582 O 02/01/11
0
1480345 163/728 F 297,950.00
ZZ
JORDAN MARK 180 297,950.00
1
12 CRIMSON OAK COURT 7.375 2,740.92
78
7.125 2,740.92
385,000.00
NISKAYUNA NY 12309 2 02/14/96
00
0380358078 05 04/01/96
0
372111984 O 03/01/11
0
1480350 076/076 F 294,000.00
ZZ
WHITE CHARLES A 180 293,072.44
1
#3 LONGWOOD LANE 7.000 2,642.56
75
6.750 2,642.56
392,000.00
ROGERS AR 72756 5 01/12/96
00
5421972 05 03/01/96
0
5421972 O 02/01/11
0
1480352 076/076 F 327,200.00
ZZ
KING DIONE 180 326,178.87
1
1268 CLAYTON STREET 7.125 2,963.88
66
6.875 2,963.88
500,000.00
SAN FRANCISCO CA 94114 2 01/24/96
00
5419502 07 03/01/96
0
5419502 O 02/01/11
0
1480370 076/076 F 264,000.00
ZZ
HOFFMAN DENNIS M 180 262,452.12
1
1234 WILMINGTON ISLAND ROAD 7.875 2,503.91
80
7.625 2,503.91
330,000.00
SAVANNAH GA 31410 1 12/20/95
00
5411982 05 02/01/96
0
5411982 O 01/01/11
0
1480381 163/728 F 500,000.00
ZZ
HILLMAN JOHN E 180 498,555.07
1
4 NE LAGOON ISLAND COURT 8.000 4,778.26
69
7.750 4,778.26
725,000.00
SEWALLS POINT FL 34996 1 01/29/96
00
0380359977 03 03/01/96
0
215102926 O 02/01/11
0
1
1480383 076/076 F 252,000.00
ZZ
NEWBURN ARMON 180 251,263.66
1
505 HOLLOWDALE LANE 7.875 2,390.09
90
7.625 2,390.09
280,000.00
EDMOND OK 73003 1 01/08/96
11
5407012 03 03/01/96
25
5407012 O 02/01/11
0
1480657 A13/728 F 240,000.00
ZZ
KLEMAN CHRIS T 180 239,259.12
1
4177 RUBY AVENUE 7.250 2,190.88
80
7.000 2,190.88
300,000.00
SAN JOSE CA 95135 2 01/08/96
00
0380361817 05 03/01/96
0
950218871 O 02/01/11
0
1480685 429/429 F 325,000.00
ZZ
GOLD MATTHEW 180 324,039.81
1
5 POSSUM HOLLOW ROAD 7.750 3,059.15
55
7.500 3,059.15
597,000.00
ANDOVER MA 01845 2 01/05/96
00
21339890 05 03/01/96
0
21339890 O 02/01/11
0
1480698 450/728 F 250,000.00
ZZ
HAUSMANN RONALD L 180 250,000.00
1
1289 WATERCLIFF DR 7.125 2,264.58
33
6.875 2,264.58
760,000.00
BLOOMFIELD TWP MI 48302 5 02/09/96
00
0380361619 05 04/01/96
0
4123253 O 03/01/11
0
1480720 429/429 F 247,500.00
ZZ
PATEL DILIP M 180 246,719.15
1
2880 HIDDEN HILLS WAY 7.000 2,224.60
90
6.750 2,224.60
275,000.00
CORONA CA 91720 2 01/05/96
04
10154110 05 03/01/96
17
10154110 O 02/01/11
0
1480741 429/429 F 235,436.00
ZZ
HAMER RODGER D 180 233,993.82
1
1
699 JACKIE LANE 7.375 2,165.83
89
7.125 2,165.83
265,000.00
BALDWIN NY 11510 2 12/21/95
14
10149516 05 02/01/96
17
10149516 O 01/01/11
0
1480745 429/429 F 237,500.00
ZZ
FLOHR CHARLES E 180 236,766.85
1
69 RED BRIDGE ROAD 7.250 2,168.05
58
7.000 2,168.05
410,000.00
SIOUX CITY IA 51104 2 01/12/96
00
10003317 05 03/01/96
0
10003317 O 02/01/11
0
1480763 429/429 F 270,000.00
ZZ
TACKETT TIMOTHY N 180 269,157.39
1
2808 CHILLON WAY 7.125 2,445.74
69
6.875 2,445.74
391,500.00
LAGUNA BEACH CA 92651 1 12/28/95
00
10138196 05 03/01/96
0
10138196 O 02/01/11
0
1480767 429/429 F 340,000.00
ZZ
HOLLEMAN, III ARTHUR A 180 336,832.23
1
112 BREEZEVIEW PLACE 7.250 3,103.74
80
7.000 3,103.74
425,000.00
MOORESVILLE NC 28115 1 12/01/95
00
21317482 05 01/01/96
0
21317482 O 12/01/10
0
1480902 387/387 F 379,000.00
ZZ
CHAN WAN S 180 377,867.88
1
27478 BLACK MOUNTAIN ROAD 7.625 3,540.35
43
7.375 3,540.35
900,000.00
LOS ALTOS HILLS CA 94022 2 01/23/96
00
578914 05 03/01/96
0
578914 O 02/01/11
0
1481027 822/728 F 102,000.00
ZZ
JAMSHIDI BEHROOZ 180 100,511.62
1
12858 MCCARTHY CIRCLE 6.750 902.61
66
6.500 902.61
155,000.00
PHILADELPHIA PA 19154 2 12/15/95
00
0380361239 05 02/01/96
0
1
0136059430 O 01/01/11
0
1481039 429/429 F 325,000.00
T
TRASAVAGE RONALD O 180 324,050.35
1
85 BUMPS RIVER ROAD 7.875 3,082.46
74
7.625 3,082.46
443,500.00
OSTERVILLE MA 02655 1 01/05/96
00
21325972 05 03/01/96
0
21325972 O 02/01/11
0
1481051 429/429 F 290,000.00
ZZ
KIMBALL ROBERT S 180 289,143.22
1
100 ROSCOMMON ROAD 7.750 2,729.70
72
7.500 2,729.70
405,000.00
CHARLESTON WV 25314 5 01/05/96
00
21334875 05 03/01/96
0
21334875 O 02/01/11
0
1481649 429/429 F 312,000.00
ZZ
ASOKAN SANGARAPP 180 309,293.26
1
1610 MIDWEST CLUB 7.500 2,892.28
37
7.250 2,892.28
850,000.00
OAKBROOK IL 60521 2 12/21/95
00
10161768 05 02/01/96
0
10161768 O 01/01/11
0
1482020 429/429 F 323,000.00
ZZ
PASTUSZENSKI BRIAN E 180 322,035.17
1
243 NORTH STREET 7.625 3,017.23
50
7.375 3,017.23
650,000.00
MEDFIELD MA 02052 2 01/22/96
00
0021350368 05 03/01/96
0
0021350368 O 02/01/11
0
1482192 429/429 F 235,500.00
ZZ
LINEHAN TIMOTHY J 180 234,765.04
1
23 FOX DEN ROAD 7.125 2,133.24
86
6.875 2,133.24
274,000.00
SIMSBURY CT 06092 2 01/26/96
04
0021339064 05 03/01/96
12
0021339064 O 02/01/11
0
1
1482194 429/429 F 253,000.00
ZZ
RINDNER STEVEN E 180 252,201.79
1
11300 MORNING GATE DRIVE 7.000 2,274.04
75
6.750 2,274.04
340,000.00
N BETHESDA MD 20852 2 01/05/96
00
0021347372 03 03/01/96
0
0021347372 O 02/01/11
0
1482197 429/429 F 315,000.00
ZZ
ZAMORANO LUCIA 180 314,079.57
1
2372 PINE LAKE 7.875 2,987.62
75
7.625 2,987.62
422,000.00
WEST BLOOMFIELD MI 48033 5 01/04/96
00
0021349089 05 03/01/96
0
0021349089 O 02/01/11
0
1482491 403/403 F 311,000.00
ZZ
GOLDFARB GEORGE 180 311,000.00
1
44 FREDERICK STREET 7.000 2,795.36
86
6.750 2,795.36
365,000.00
TRUMBULL CT 06611 2 02/14/96
11
6432496 05 04/01/96
12
6432496 O 03/01/11
0
TOTAL NUMBER OF LOANS : 390
TOTAL ORIGINAL BALANCE : 114,896,137.68
TOTAL PRINCIPAL BALANCE : 114,016,713.34
TOTAL ORIGINAL P+I : 1,075,027.18
TOTAL CURRENT P+I : 1,075,027.18
***************************
* END OF REPORT *
***************************
RUN ON : 03/20/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 06.31.53 FIXED PASSTHRU REPORT
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S8
CUTOFF : 03/01/96
POOL : 0004200
:
:
POOL STATUS: F
RFC LOAN NUMBER SUB SERV FEE
PRINCIPAL BALANCE MSTR SERV FEE
ORIG RATE ALL EXP
RFC NET RATE MISC EXP
NET MTG RATE(INVSTR RATE) SPREAD
POST SPREAD RATE STRIP
- -----------------------------------------------------------------
- --------------
1420634 .2500
168,579.41 .0800
8.5000 .0000
8.2500 .0000
8.1700 1.4200
6.7500 .0000
1420834 .2500
243,392.56 .0800
8.1250 .0000
7.8750 .0000
7.7950 1.0450
6.7500 .0000
1441807 .2500
158,999.50 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1444334 .2500
294,824.17 .0300
8.2500 .0000
8.0000 .0000
7.9700 1.2200
6.7500 .0000
1447676 .2500
644,264.61 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1448773 .2500
390,533.77 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1
1448928 .2500
237,687.03 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1448932 .2500
756,507.65 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1451578 .2500
696,027.17 .0300
8.2500 .0000
8.0000 .0000
7.9700 1.2200
6.7500 .0000
1455022 .2500
50,574.09 .0300
8.5000 .0000
8.2500 .0000
8.2200 1.4700
6.7500 .0000
1459311 .2500
413,538.10 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1460077 .2500
119,256.88 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1460310 .2500
596,482.09 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1460602 .2500
498,555.07 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1
1460827 .2500
123,500.00 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1461972 .2500
114,901.70 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1462030 .2500
396,353.15 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1462427 .2500
227,729.58 .0300
8.5000 .0000
8.2500 .0000
8.2200 1.4700
6.7500 .0000
1462890 .2500
299,103.86 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1462909 .2500
238,529.86 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1462927 .2500
87,155.99 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1463326 .2500
364,571.10 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1
1464490 .2500
89,578.63 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1465631 .2500
623,569.10 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1467508 .2500
646,272.04 .0300
8.1250 .0000
7.8750 .0000
7.8450 1.0950
6.7500 .0000
1467877 .2500
110,370.38 .0800
8.2500 .0000
8.0000 .0000
7.9200 1.1700
6.7500 .0000
1467956 .2500
198,865.53 .0800
8.2500 .0000
8.0000 .0000
7.9200 1.1700
6.7500 .0000
1468024 .2500
316,137.82 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1468035 .2500
274,187.53 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1468391 .2500
55,631.47 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1
1468439 .2500
325,286.12 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1468729 .2500
127,874.15 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1468989 .2500
312,054.70 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1469002 .2500
189,438.66 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1469044 .2500
160,045.59 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1469091 .2500
248,566.16 .0300
8.1250 .0000
7.8750 .0000
7.8450 1.0950
6.7500 .0000
1469096 .2500
204,487.33 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1469170 .2500
288,982.61 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1
1469404 .2500
531,621.78 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1469513 .2500
303,639.36 .0800
8.2500 .0000
8.0000 .0000
7.9200 1.1700
6.7500 .0000
1469728 .2500
287,717.75 .0800
8.2500 .0000
8.0000 .0000
7.9200 1.1700
6.7500 .0000
1469755 .2500
288,377.45 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1469757 .2500
268,330.07 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1469930 .2500
307,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1470016 .2500
59,644.32 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1470063 .2500
446,940.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1
1470321 .2500
253,324.78 .0800
8.5000 .0000
8.2500 .0000
8.1700 1.4200
6.7500 .0000
1470324 .2500
393,173.60 .0800
8.3750 .0000
8.1250 .0000
8.0450 1.2950
6.7500 .0000
1470442 .2500
206,367.95 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1470622 1.7500
373,772.69 .0800
8.8750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1470631 1.1250
327,049.36 .0800
8.2500 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1470676 1.7500
240,550.48 .0800
8.8750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1470709 .2500
29,835.41 .0300
8.6250 .0000
8.3750 .0000
8.3450 1.5950
6.7500 .0000
1470774 .2500
39,885.67 .0800
8.1250 .0000
7.8750 .0000
7.7950 1.0450
6.7500 .0000
1
1470849 .2500
344,003.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1470875 .2500
432,514.71 .0300
9.0000 .0000
8.7500 .0000
8.7200 1.9700
6.7500 .0000
1470879 .2500
218,695.85 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1470881 .2500
320,091.20 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1470883 .2500
213,753.20 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1470886 .2500
297,466.84 .0300
8.3750 .0000
8.1250 .0000
8.0950 1.3450
6.7500 .0000
1470904 .2500
241,056.27 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1470907 .2500
427,450.98 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1
1470908 .2500
225,669.04 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1470913 .2500
213,739.41 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1470924 .2500
58,314.84 .0800
8.6250 .0000
8.3750 .0000
8.2950 1.5450
6.7500 .0000
1470954 .2500
119,920.62 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1470961 .2500
220,641.33 .0300
8.2500 .0000
8.0000 .0000
7.9700 1.2200
6.7500 .0000
1470973 .2500
252,749.97 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1470980 .2500
257,730.83 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1470988 .2500
300,372.45 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1
1471053 .2500
268,065.74 .0800
8.2500 .0000
8.0000 .0000
7.9200 1.1700
6.7500 .0000
1471119 .2500
224,841.09 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1471221 .2500
255,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1471345 .2500
79,755.73 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1471580 .2500
347,785.10 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1471639 .2500
247,645.46 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1471870 .2500
303,620.04 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1471899 .2500
390,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1
1471968 .2500
254,707.39 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1471969 .2500
321,939.09 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1471972 .2500
446,072.61 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1471989 .2500
297,352.91 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1471997 .2500
330,156.96 .0300
8.2500 .0000
8.0000 .0000
7.9700 1.2200
6.7500 .0000
1472009 .2500
247,794.08 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1472018 .2500
251,532.86 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1472020 .2500
466,774.99 .0300
8.3750 .0000
8.1250 .0000
8.0950 1.3450
6.7500 .0000
1
1472021 .2500
247,794.08 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1472083 .4300
225,420.51 .0800
7.8750 .0000
7.4450 .0000
7.3650 .6150
6.7500 .0000
1472084 .2500
419,525.74 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1472085 .2500
556,606.89 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1472086 .2500
331,258.34 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1472087 .2500
294,186.82 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1472088 .2500
266,376.14 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1472089 .2500
279,145.04 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1
1472090 .2500
304,078.86 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1472140 .2500
205,647.34 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1472198 .2500
448,713.90 .0300
8.1250 .0000
7.8750 .0000
7.8450 1.0950
6.7500 .0000
1472274 .2500
116,811.07 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1472284 .2500
17,895.61 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1472315 .2500
224,329.37 .0300
7.6500 .0000
7.4000 .0000
7.3700 .6200
6.7500 .0000
1472404 .2500
298,142.22 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1472578 .2500
160,000.00 .0300
7.7500 .0000
7.5000 .0000
7.4700 .7200
6.7500 .0000
1
1472643 .2500
141,561.65 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1472822 .2500
285,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1472922 .2500
329,003.36 .0300
7.5000 .0000
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6.5700 .0000
1477927 .2500
353,740.17 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1
1477928 .2500
650,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1477929 .2500
286,006.59 .0300
7.1500 .0000
6.9000 .0000
6.8700 .1200
6.7500 .0000
1477930 .2500
372,371.99 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1477931 .2500
271,134.36 .0300
6.9000 .0000
6.6500 .0000
6.6200 .0000
6.6200 .0000
1477942 .2500
274,178.54 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1477956 .2500
475,559.40 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1477965 .2500
256,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1477966 .2500
311,026.31 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1
1478055 .2500
145,544.37 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1478061 .2500
423,616.75 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1478062 .2500
984,001.45 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1478064 .2500
305,999.45 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1478065 .2500
286,004.64 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1478066 .2500
291,905.96 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1478070 .2500
646,230.66 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1478074 .2500
304,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1
1478075 .2500
473,533.69 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1478076 .2500
448,655.80 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1478079 .2500
51,553.88 .0300
8.2500 .0000
8.0000 .0000
7.9700 1.2200
6.7500 .0000
1478080 .2500
352,384.72 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1478088 .2500
259,986.09 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1478100 .2500
295,115.81 .0300
7.6250 .0000
7.3750 .0000
7.3450 .5950
6.7500 .0000
1478108 .2500
296,830.86 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1478252 .2500
291,996.82 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1
1478408 .2500
352,000.00 .0800
7.4000 .0000
7.1500 .0000
7.0700 .3200
6.7500 .0000
1478423 .2500
348,931.30 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1478441 .2500
493,968.54 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1478581 .2500
267,126.56 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1478714 .2500
456,646.87 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1478725 .2500
248,550.26 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1478760 .2500
125,000.00 .0300
7.8750 .0000
7.6250 .0000
7.5950 .8450
6.7500 .0000
1478783 .2500
588,158.72 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1
1478809 .2500
440,000.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1478835 .2500
275,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1478969 .2500
332,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1478983 .2500
55,000.00 .0800
7.4250 .0000
7.1750 .0000
7.0950 .3450
6.7500 .0000
1478984 .2500
296,073.12 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1478985 .2500
80,476.93 .0800
8.5000 .0000
8.2500 .0000
8.1700 1.4200
6.7500 .0000
1478988 .2500
70,850.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1478999 .2500
70,790.23 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1
1479000 .2500
114,800.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1479008 .2500
277,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1479009 .2500
119,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1479010 .2500
66,000.00 .0800
7.5500 .0000
7.3000 .0000
7.2200 .4700
6.7500 .0000
1479014 .2500
350,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1479035 .2500
163,412.20 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1479057 .2500
299,043.18 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1479058 .2500
237,307.61 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1
1479148 .2500
275,138.66 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1479153 .2500
229,335.33 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1479167 .2500
391,383.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1479168 .2500
208,268.54 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1479171 .2500
284,474.25 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1479175 .2500
229,042.46 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1479176 .2500
160,000.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1479278 .2500
445,650.00 .0300
7.5000 .0000
7.2500 .0000
7.2200 .4700
6.7500 .0000
1
1479528 .2500
336,469.48 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1479569 .2500
84,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1479648 .2500
294,099.25 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1479660 .2500
356,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1479662 .2500
267,200.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1479678 .2500
279,126.17 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1479763 .2500
393,750.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1479789 .2500
109,250.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
1479798 .2500
302,127.46 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1479807 .2500
357,865.95 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1479851 .2500
348,790.84 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1479861 .2500
473,086.63 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1479867 .2500
354,058.57 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1479871 .2500
352,718.88 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1479883 .2500
402,806.41 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1479886 .2500
247,509.38 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1
1479893 .2500
312,096.77 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1479897 .2500
235,697.45 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1479945 .2500
243,482.81 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1479947 .2500
99,407.20 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1479952 .2500
233,323.77 .0800
8.0000 .0000
7.7500 .0000
7.6700 .9200
6.7500 .0000
1479967 .2500
334,631.22 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1479971 .2500
264,032.77 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1480011 .2500
258,475.57 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1
1480017 .2500
267,751.13 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1480029 .2500
210,687.17 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1480038 .2500
305,282.30 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1480076 .2500
373,867.45 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1480077 .2500
404,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1480078 .2500
648,058.36 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1480079 .2500
319,001.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1480080 .2500
270,299.05 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1
1480291 .2500
364,894.63 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1480300 .2500
501,464.13 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1480302 .2500
251,516.61 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1480308 .2500
274,187.53 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1480310 .2500
263,202.69 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1480317 .2500
299,113.67 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1480323 .2500
269,184.57 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1480342 .2500
295,086.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1
1480345 .2500
297,950.00 .0300
7.3750 .0000
7.1250 .0000
7.0950 .3450
6.7500 .0000
1480350 .2500
293,072.44 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1480352 .2500
326,178.87 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1480370 .2500
262,452.12 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1480381 .2500
498,555.07 .0300
8.0000 .0000
7.7500 .0000
7.7200 .9700
6.7500 .0000
1480383 .2500
251,263.66 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1480657 .2500
239,259.12 .0300
7.2500 .0000
7.0000 .0000
6.9700 .2200
6.7500 .0000
1480685 .2500
324,039.81 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1
1480698 .2500
250,000.00 .0300
7.1250 .0000
6.8750 .0000
6.8450 .0950
6.7500 .0000
1480720 .2500
246,719.15 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1480741 .2500
233,993.82 .0800
7.3750 .0000
7.1250 .0000
7.0450 .2950
6.7500 .0000
1480745 .2500
236,766.85 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1480763 .2500
269,157.39 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1480767 .2500
336,832.23 .0800
7.2500 .0000
7.0000 .0000
6.9200 .1700
6.7500 .0000
1480902 .2500
377,867.88 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1481027 .2500
100,511.62 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
1481039 .2500
324,050.35 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1481051 .2500
289,143.22 .0800
7.7500 .0000
7.5000 .0000
7.4200 .6700
6.7500 .0000
1481649 .2500
309,293.26 .0800
7.5000 .0000
7.2500 .0000
7.1700 .4200
6.7500 .0000
1482020 .2500
322,035.17 .0800
7.6250 .0000
7.3750 .0000
7.2950 .5450
6.7500 .0000
1482192 .2500
234,765.04 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0450
6.7500 .0000
1482194 .2500
252,201.79 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1482197 .2500
314,079.57 .0800
7.8750 .0000
7.6250 .0000
7.5450 .7950
6.7500 .0000
1
1482491 .2500
311,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
TOTAL NUMBER OF LOANS: 390
TOTAL BALANCE........: 114,016,713.34
RUN ON : 03/20/96 RFC DISCLOSURE SYSTEM
RFFSDFIX-01
AT : 06.31.53 INITIAL SECURITY FEES
AMORTIZED BALANCE
SERIES : RFMSI I 1996-S8 FIXED SUMMARY REPORT
CUTOFF : 03/01/96
POOL : 0004200
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM
TO
- -----------------------------------------------------------------
- --------------
ORIG RATE 7.5878 6.6250
9.1250
RFC NET RATE 7.3268 6.3750
8.8750
NET MTG RATE(INVSTR RATE) 7.2660 6.3450
8.7950
POST SPREAD RATE 6.7364 6.3450
6.7500
SUB SERV FEE .2609 .2500
1.7500
MSTR SERV FEE .0609 .0300
.0800
ALL EXP .0000 .0000
.0000
MISC EXP .0000 .0000
.0000
SPREAD .5295 .0000
2.0450
STRIP .0000 .0000
.0000
TOTAL NUMBER OF LOANS: 390
TOTAL BALANCE........: 114,016,713.34
***************************
* 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-S8, Class R (the "Owner")), a [savings
institution] [corporation] duly organized and existing under the
laws of [the State of __________________] [the United States], on
behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a
"disqualified organization" as of [date of transfer] within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) will endeavor to remain other
than a disqualified organization for so long as it retains its
ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit
and agreement in substantially the same form as this affidavit
and
agreement. (For this purpose, a "disqualified organization" means
the United States, any state or political subdivision thereof,
any
agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such
governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax
unless such organization is subject to the tax on unrelated
business taxable income).
3. That the Owner is aware (i) of the tax that would
be imposed on transfers of Class R Certificates to disqualified
organizations under the Code, that applies to all transfers of
Class R Certificates after March 31, 1988; (ii) that such tax
would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for
a
disqualified organization, on the agent; (iii) that the person
otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit
that the transferee is not a disqualified organization and, at
the
time of transfer, such person does not have actual knowledge that
the affidavit is false; and (iv) that the Class R Certificates
may
be "noneconomic residual interests" within the meaning of
Treasury
regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable
for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to
impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class R Certificates if at any time
during the taxable year of the pass-through entity a disqualified
organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated
investment company, a real estate investment trust or common
trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. The Purchaser is not an employee benefit plan or
other plan subject to the prohibited transaction provisions of
the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986,
as amended (the "Code"), or an investment manager, named
fiduciary
or a trustee of any such plan, or any other Person acting,
directly or indirectly, on behalf of or purchasing any
Certificate
with "plan assets" of any such plan.
6. That the Owner is aware that the Trustee will not
register the transfer of any Class R Certificates unless the
transferee, or the transferee's agent, delivers to it an
affidavit
and agreement, among other things, in substantially the same form
as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and
agreement are false.
7. That the Owner has reviewed the restrictions set
forth on the face of the Class R Certificates and the provisions
of Section 5.02(f) of the Pooling and Servicing Agreement under
which the Class R Certificates were issued (in particular, clause
(iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.02(f)). The
Owner expressly agrees to be bound by and to comply with such
restrictions and provisions.
8. That the Owner consents to any additional
restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to
ensure
that the Class R Certificates will only be owned, directly or
indirectly, by an Owner that is not a disqualified organization.
9. The Owner's Taxpayer Identification Number is
______________.
10. This affidavit and agreement relates only to the
Class R Certificates held by the Owner and not to any other
holder
of the Class R Certificates. The Owner understands that the
liabilities described herein relate only to the Class R
Certificates.
11. That no purpose of the Owner relating to the
transfer of any of the Class R Certificates by the Owner is or
will be to impede the assessment or collection of any tax.
12. That the Owner has no present knowledge or
expectation that it will be unable to pay any United States taxes
owed by it so long as any of the Certificates remain outstanding.
In this regard, the Owner hereby represents to and for the
benefit
of the person from whom it acquired the Class R Certificate that
the Owner intends to pay taxes associated with holding such Class
R Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by
the
Class R Certificate.
13. That the Owner has no present knowledge or
expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class R
Certificates remain outstanding.
14. The Owner is a citizen or resident of the United
States, a corporation, partnership or other entity created or
organized in, or under the laws of, the United States or any
political subdivision thereof, or an estate or trust whose income
from sources without the United States is includible in gross
income for United States federal income tax purposes regardless
of
its connection with the conduct of a trade or business within the
United States.
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
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
Re: Mortgage Pass-Through Certificates,
Series 1996-S8, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the
transfer by _______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1996-S8, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"),
dated
as of March 1, 1996 among Residential Funding Mortgage Securities
I, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and The First National Bank of
Chicago, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies,
represents and warrants to, and covenants with, the Company and
the Trustee that:
1. No purpose of the Seller relating to the
transfer of the Certificate by the Seller to the Purchaser is or
will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Trustee and the Master Servicer a transfer
affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation contained therein is false.
3. The Seller has at the time of the transfer
conducted a reasonable investigation of the financial condition
of
the Purchaser as contemplated by Treasury Regulations Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the
Seller has determined that the Purchaser has historically paid
its
debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the
transfer of a Class R Certificate may not be respected for United
States income tax purposes (and the Seller may continue to be
liable for United States income taxes associated therewith)
unless
the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the
proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
EXHIBIT J
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
RE: Mortgage Pass-Through Certificates,
Series 1996-S8, Class B-
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to
purchase from ___________________________ (the "Seller")
$_____________ Initial Certificate Principal Balance of Mortgage
Pass-Through Certificates, Series 1996-S8, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of
March 1, 1996 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and The First National Bank of Chicago, 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
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
Re: Mortgage Pass-Through Certificates,
Series 1996-S8, 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-S8, Class (the "Certificates"),
issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of March 1, 1996 among
Residential
Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer, and The
First
National Bank of Chicago, 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 March 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 The First National Bank of Chicago, 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 (subject to the provisions of Section 10.01(f) as if the
Company was substituted for the Master Servicer solely for the
purposes of such provision) an Opinion of Counsel (which need not
be an opinion of Independent counsel) to the effect that
obtaining
such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve
fund will not cause either (a) any federal tax to be imposed on
the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860(F)(a)(1)
of
the Code or on "contributions after the startup date" under
Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to
qualify as a REMIC at any time that any Certificate is
outstanding, and (ii) no such substitution shall be made unless
(A) the substitute Limited Guaranty or Subordinate Certificate
Loss Obligation is for an initial amount not less than the then
current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that no
portion
of the fees, reimbursements or other obligations under any such
instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited
Guaranty
or Subordinate Certificate Loss Obligation (if not supported by
the Limited Guaranty) shall be rated at least the lesser of (a)
the rating of the long term debt obligations of General Motors
Acceptance Corporation as of the date of issuance of the Limited
Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such
substitution and (C) the Company obtains written confirmation
from
each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such
substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and
(b)
the original rating assigned to the Class B Certificates by such
rating agency. Any replacement of the Limited Guaranty or
Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the
substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a
legal, valid and binding 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 (subject to the provisions of Section 10.01(f) as
if the Company was substituted for the Master Servicer solely for
the purposes of such provision), in the case of a material
amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate
Loss Obligation), an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such
amendment or supersession will not cause either (a) any federal
tax to be imposed on the Trust Fund, including without
limitation,
any federal tax imposed on "prohibited transactions" under
Section
860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code or (b) the Trust Fund
to fail to qualify as a REMIC at any time that any Certificate is
outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of
Counsel that such amendment complies with this Section 12.02.
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1996-S8
, 199__
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
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 March 1, 1996 (the "Servicing Agreement"),
among Residential Funding Mortgage Securities I, Inc. (the
"Company"), Residential Funding and The First National Bank of
Chicago (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Mortgage Pass-Through
Certificates, Series 1996-S8 (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:
THE FIRST NATIONAL BANK OF CHICAGO,
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
The First National Bank of Chicago
One North State Street
9th Floor
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1996-S8
Re: Mortgage Pass-Through Certificates, Series
1996-S8 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 March 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
1478064 305,999.45 6.345 6.0000000000% 18,359.97
1478581 267,126.56 6.345 6.0000000000% 16,027.59
1473842 474,465.33 6.420 4.8888888889% 23,196.08
1474521 485,601.22 6.470 4.1481481481% 20,143.46
1477928 650,000.00 6.470 4.1481481481% 26,962.96
1481027 100,511.62 6.470 4.1481481481% 4,169.37
1474622 261,459.50 6.545 3.0370370370% 7,940.62
1474630 494,615.54 6.545 3.0370370370% 15,021.66
1476580 335,000.00 6.545 3.0370370370% 10,174.07
1477794 318,608.11 6.545 3.0370370370% 9,676.25
1477926 251,194.53 6.570 2.6666666667% 6,698.52
1479035 163,412.20 6.595 2.2962962963% 3,752.43
1479057 299,043.18 6.595 2.2962962963% 6,866.92
1477931 271,134.36 6.620 1.9259259259% 5,221.85
1471580 347,785.10 6.670 1.1851851852% 4,121.90
1473848 330,952.56 6.670 1.1851851852% 3,922.40
1474661 406,096.72 6.670 1.1851851852% 4,813.00
1477791 398,738.01 6.670 1.1851851852% 4,725.78
1477793 298,101.50 6.670 1.1851851852% 3,533.05
1477795 298,101.50 6.670 1.1851851852% 3,533.05
1477796 334,817.66 6.670 1.1851851852% 3,968.21
1479008 277,500.00 6.670 1.1851851852% 3,288.89
1479058 237,307.61 6.670 1.1851851852% 2,812.53
1479886 247,509.38 6.670 1.1851851852% 2,933.44
1480350 293,072.44 6.670 1.1851851852% 3,473.45
1480720 246,719.15 6.670 1.1851851852% 2,924.08
1482194 252,201.79 6.670 1.1851851852% 2,989.06
1482491 311,000.00 6.670 1.1851851852% 3,685.93
1474755 221,000.00 6.720 0.4444444444% 982.22
1475697 264,000.00 6.720 0.4444444444% 1,173.33
1478080 352,384.72 6.720 0.4444444444% 1,566.15
1479789 109,250.00 6.720 0.4444444444% 485.56
$9,904,709.74 2.3134831410% $229,143.79
